Choreographing and picking dancers for his new show whilst editing his feature film about a standup comic is getting to Joe Gideon. Without the chemical substances he wouldn't have the energy to keep up with his girl-friend, his ex-wife, and his special dancing daughter. Scenes from his past life start to encroach on the present and he becomes increasingly aware of his mortality. Think he's gonna die.

Many of the characters in the film are based on real-life characters from the New York theater world. Aside from Roy Scheider, Leland Palmer's character was based on his wife/frequent star Gwen Verdon. 'John Lithgow''s character was also based somewhat on the New York theater director Michael Bennett, director of "Dreamgirls" with whom Bob Fosse had a longstanding rivalry. The character of producer Jonesy Hecht was based upon his fellow longtime rival Harold Prince. Ann Reinking was more or less playing herself. The character of songwriter "Paul Dann" is a swipe at Stephen Schwartz, with whom he had unhappily worked on "Pippin." Jules Fisher, the lighting designer on many of Fosse's shows, and later the producer of his show "Dancin'", makes an appearance as a lighting designer in the scene with 'John Lithgow'.

Joe Gideon:
To be on the wire is life. The rest is waiting.

[Generally attributed to Karl Wallenda, who had died in a fall the year before the film came out]

Continuity: The sweat spot on Audrey's back changes when Joe talks about fidelity and Paul plays the piano.

Written by Barry Mann / Cynthia Weil / Jerry Leiber / Mike Stoller
Performed by George Benson
Courtesy of Warner Bros Records, Inc.