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The B-Sides: 35 Musical Numbers That Deserved Better

One of my favorite things about Carly Rae Jepsen is her dedication to providing not one, but two versions of her albums. Her Side B companions contain all the tracks she loved but that didn’t quite make the first cut. And as any true fan can attest, they’re often the best. I mean… just listen to “Store.” It’s a masterpiece.

Lately I’ve been watching a lot of music movies to fill the theater- and concert-shaped voids in my heart, and I’ve become aware of a troubling fact: There are quite a few musical numbers that simply have not gotten the attention they deserve. So I’ve decided to give them the B-side treatment, curating a collection of songs in film and TV that were wronged or overlooked the first time around.

Without further ado (and in no particular order), let’s get to it!

1) “Dance With Me Tonight” – That Thing You Do!

In a movie that is entirely about one song (a song that plays eleven times in 108 minutes, no less), it’s understandable that it would be hard for another number to get its share of attention. But it’s a shame, because “Dance With Me Tonight” is a genuinely electric performance. It gives Steve Zahn the star moment he deserves and gives us the impossibly cool Tom Hanks air punch we all deserve. Seriously, go to minute 1:18 on the video and tell me you’re not impressed. While the title track is for sure a masterpiece—one that should have won Adam Schlesinger an Oscar!!!—Shades and the crew are far from one-hit Wonders.

2) “Heal Me, I’m Heartsick” – School of Rock

Okay, here’s the hottest of my hot takes, and the inspiration for this entire list: No Vacancy deserved to win Battle of the Bands. Yes, they did Jack Black wrong as friends, and yes, I’m glad the kids at least got the final word with their encore, but I’m sorry… this song is amazing. First of all, the thought of anyone out-singing Adam Pascal is just impossible. But even without his powerful vocals and even more powerful silk shirt, this song is just a top-tier, melodramatic rock ballad and it earned its place at the top. I said what I said.

3) “Hair Body Face” – A Star Is Born

I will never forgive Bradley Cooper for trying to make it seem like two of the movie bops of the century were of lower quality than “Shallow.” Don’t get me wrong—I belt out that “aaaaAAAaaahhhh” regularly while cleaning my house. But Ally’s pop songs are on another level. Fortunately, “Why Did You Do That?” has gotten some of its proper dues (mostly thanks to the iconic line, “why’d you come around me with an ass like that?”), but I would argue that the screw-your-boyfriend’s-dumb-mean-friends anthem “Hair Body Face” deserves the same, if not more, praise. This song walked so Todrick Hall’s “Nails, Hair, Hips, Heels” could run.

4) “Being Alive” – Marriage Story

Obviously I’m not implying that “Being Alive” is from Marriage Story (I am a former theater kid, after all). But I am outright stating that Adam Driver’s truly out-of-nowhere rendition of it in the movie is the best performance of this song. He sings it exactly the way I do when I’ve chaotically chosen it for karaoke: in the style of someone gradually realizing that he now has a lot of awkwardly contextless dialogue to perform to a full audience. With the number of memes that came out of this film, I’ll never understand why this bold choice to insert a Sondheim ballad into an otherwise non-musical movie wasn’t one of them.

5) “Start a Fire” – La La Land

In the tradition of A Star Is Born, we have yet another movie where an artist is said to be selling out by performing a genuine jam! Hollywood… this needs to stop. In what world does a sexy John Legend number make anyone’s face do this:

I have no shame in saying that I would be rushing the stage for Ryan Gosling’s synth-y piano solo right alongside all those other apparent jazz posers in the audience. This song is so fun, and sometimes music can just be fun, Emma Stone!

6) “Ultimate” – Freaky Friday

All right, in certain circles (the ones with good taste), this song gets all the credit it deserves. That said, I would argue that it should be talked about all the time by everyone, so it earns a spot on this list. Everything about the performance, from the fabulous spaghetti strap wedding dresses to Lindsay Lohan’s badass guitar solo, is a mid-2000s teen masterpiece. That, and also I need to atone for the fact that, when this movie came out, I used the last dollar on my iTunes gift card to buy Chad Michael Murray’s cover of “…Baby One More Time” instead.

7) “Concerto in F – 3rd Movement” – An American in Paris

Vincente Minnelli’s Academy Award winner is rightfully lauded for its dance numbers, including its iconic dream ballet sequence. Look past the masterful moves of Gene Kelly and Leslie Caron, though, and there is an absolute gem of a performance from Oscar Levant as the brooding yet playful pianist, Adam Cook. During a daydream, he imagines himself playing the concerto to a huge music hall, first as the pianist but soon taking on every role from conductor to violinist. It’s jaw-dropping to watch his virtuosity, yet simultaneously hilarious—even after you’re in on the joke, every time Levant’s face steps out from the shadows behind a new instrument, it’s funny all over again.

8) “My Home Court” – “Original Cast Album: Co-Op” (Documentary Now!)

When I finished this parody of Original Cast Album: Company by the always-brilliant Documentary Now! I texted my friend that I wanted to watch it every day for the rest of my life. No, really—here’s proof:

I have not actually done this but I do listen to the soundtrack regularly, and the song that I always get stuck on is Renée Elise Goldsberry’s “My Home Court.” In this desperate plea for approval from the co-op board, her tennis instructor character outlines the most stereotypical 70s uptown studio possible, alongside pretty much every tennis pun you could ever imagine. Paula Pell’s marathon disaster of a song, “I Gotta Go,” gets the most attention from this episode, but my heart will always belong to the “brown and the beige and the brown and the beige and the brown” decor of this tennis pro’s dreams.

9) “You’re Timeless To Me” – Hairspray

The 2007 Hairspray reboot is genuinely great. As a result, it has a whole bunch of well-loved hits, all of which completely deserve their hit status. There’s one song, though, that just… hits different. It’s the love duet between John Travolta’s Edna and Christopher Walken’s Wilbur (after a nearly successful seduction attempt by the scheming Michelle Pfeiffer). The whole movie is kitschy, but this number is on a new level, and it’s mostly thanks to Walken’s performance—or lack thereof. He looks like he just strolled onto the set, was handed some lyrics, and is now hearing this song for the first time as he sings it (a theory made even more plausible by his running commentary—“I love pig!”). The whole number is an absolute joy to watch, and is indeed timeless to me.

10) “Lion of Love” – Eurovision Song Contest: The Story of Fire Saga

After my opinions on School of Rock, it should come as no surprise that I prefer the villain’s song in a movie again. Fire Saga has some delightfully catchy Icelandic bops. But nothing so perfectly encapsulates the chaos that is the real Eurovision Song Contest as well as the Russian entrant, Alexander Lemtov, and his operatic ode to his own sexiness. It has everything: fire, dancers with gold pants, a rip-off shirt, and a key change that only a man with the confidence to compare himself to a lion in bed would ever think to attempt.

11) “Stronger Than You” – Steven Universe

I have a confession to make: Everyone I know has tried to get me to watch Steven Universe, and I never have. Listen, I’m a busy woman with a lot to see! Jurassic Park isn’t going to watch itself for the thirtieth time! When I reached out to The Gist team to see what songs they felt deserved more recognition, though, it became clear that I should hear “Stronger Than You.” And let me tell you… if any of my friends had simply informed me that Estelle sings a song about being in a powerfully stable relationship in this show, I would have been finished with the entire series by now!

12) “Wishin’ and Hopin’” – My Best Friend’s Wedding

This is probably another hot take, since this movie’s sing-along to Dionne Warwick’s “I Say a Little Prayer” is one of the top beloved rom-com moments of all time. But all the attention Rupert Everett commands is attention taken from one of cinema’s most delightful title sequences. The performance of “Wishin’ and Hopin’” by a bride and her three bridesmaids is bubblegum sweet, yet has an ever-so-slight menacing air that works so well with the rest of the movie to come. The fact that it’s an Ani DiFranco cover is just the icing on top of the wedding cake.

13) “I Could If I Wanted To” – Crazy Ex-Girlfriend

This show has a lot of iconic songs about a lot of iconic subjects: UTIs, antidepressants, the unique horrors of preparing your body for a date as a woman… the list goes on. I have a particular soft spot, though, for Greg’s 90s grunge complaint about the futility of trying too hard (or at all). Not only does Santino Fontana give the single-shot lip sync of his life, but he also delivers what I would say is the most piercing insult in TV musical history: “Whoop-dee-frickin’-doo, a happy dad with his big dad calves and his stupid baseball cap and his T-ball shirt and dumbass son throwing a ball.” You’re right, Greg. Why is it so important to know how to throw a ball?

14) “Like a Virgin” – Moulin Rouge!

All right, I’m truly sorry for this one. There are some beautiful songs in this movie, and some of my fondest pre-pandemic memories involve belting “Elephant Love Medley” with a room full of strangers at my local piano bar. That all being said, Richard Roxburgh’s portion of “Like a Virgin” is art. I never could have imagined having nightmares about a Madonna song, but his creepy, almost rat-like tone does exactly that. The fact that this song is also *literally* on the Moulin Rouge 2 album (which I had never heard of until trying to find this song on Spotify today) and not the main soundtrack makes it a true B-side, worthy of this list.

15) “Money Maker” – The Big Short

This is not a musical number, per se, but is such a jarringly bold choice of soundtrack that it deserves an entry here. While most people probably think of Margot Robbie and Selena Gomez explaining the stock market when they think of this movie, in my mind it’s just all one extended “Money Maker” music video. Sometimes I think I might have even dreamed this sequence because a montage featuring Christian Bale, Ludacris, and Britney Spears seems too specifically engineered to my personal interests. And yet, here it is on YouTube, very real!

16) “The Wells Fargo Wagon” – The Music Man

I feel like this song has a reputation for being an annoying earworm, and I won’t stand for it! Most of what I love about the film version of The Music Man is how adorable Ron Howard is as ten-year-old Winthrop Paroo. While his big solo number, “Gary, Indiana,” is a classic, his cheerful yelling in “The Wells Fargo Wagon” is so cute that it makes everyone hug him immediately. To make a good song great, the snoops among us get to hear people loudly exclaim the weird packages they’ve all ordered. 10/10, no notes!

17) “Stupid Cupid” – The Princess Diaries

Yes, Mandy Moore’s character in The Princess Diaries is a certified mean girl who deserved to get coned. But when she’s on stage? All I see is talent! She’s hitting those notes. She’s working that choreo. She’s rocking those butterfly clips. Say what you will about her personality (it’s bad), “Stupid Cupid” is still good music.

18) “The Other Side” – The Greatest Showman

This is a frustrating case of some great music being written about a pretty questionable individual. While many of its most famous tracks are very tied to the plot (like Keala Settle’s soaring “This Is Me”), there’s one song that I would say actually works best when removed from the story of P.T. Barnum. If you view “The Other Side” as Hugh Jackman convincing Zac Efron to get back to his musical theater roots, this becomes one of the most charming numbers in the whole film. Plus, it features one of the nimblest bartenders I’ve ever seen.

19) “Nothing Left to Lose” – Rapunzel’s Tangled Adventure

Tangled has some certified Disney hits—no surprise, as we’ve already established Mandy Moore’s immense talent in this article. The film’s spin-off TV series, however, is chock full of amazing Broadway artists in songs that merit way more attention. For instance, Jeremy Jordan and Eden Espinosa sing “Nothing Left to Lose,” a Frozen-esque duet about choosing not to become the villain and one that I am now desperate to see performed live. Disney, let’s just skip over Tangled on Broadway and go right to the stage adaptation Rapunzel’s Tangled Adventure deserves.

20) “Green, Green Rocky Road” – Inside Llewyn Davis

Of course it’s hard to compete with the pairing of Justin Timberlake and Adam Driver on “Please Mr. Kennedy.” Yet, despite its short length, “Green, Green Rocky Road” is the number I always find myself thinking about from Inside Llewyn Davis. Watching Oscar Isaac fool around on his guitar and have fun at a sleeping John Goodman’s expense is just such a delight. And if you’re so inclined to listen to the full song, you’ll find an ideal soundtrack for driving with the windows open.

21) “Santa Fe” – Newsies

After enjoying cult status for years, Newsies has gone decidedly more mainstream since the success of its turn on Broadway a few years ago. As a result, many of its big and exciting dance numbers have gotten the spotlight. However, there’s one hidden gem of a ballad: “Santa Fe.” While on stage it’s emotionally belted, Christian Bale’s version in the original movie has… a different vibe. I’ll let my favorite YouTube comment of all time explain it for me:

It’s legend that Bale would rather pretend Newsies never happened. Unfortunately for him, he dances his way onto the back of a horse during this song, and for that it must never be forgotten.

22) “These Boots Are Made For Walkin’” – Shrek 2

Many have asked, “Was ‘Far, Far Away Idol’ just a collective dream we all had?” Indeed, it is a real thing that exists. However, the entire contest is completely overshadowed by the Fairy Godmother’s earlier performance of “Holding Out For a Hero.” Now, this wouldn’t be such a travesty—“Hero” is a classic, after all, and there are honestly a few parts of the Idol spoof that haven’t aged very well. Except there’s one small contestant that gets unfairly lost in the mix: Puss in Boots. I don’t know if it’s Antonio Banderas’s committed vocal performance or simply the sight of a cute cat dancing with his little magic shoes, but I could watch a full concert of this. Puss was robbed.

23) “Disco Inferno” – Everybody Loves Raymond

Now, it’s not exactly like this is competing with other musical numbers within Everybody Loves Raymond (though what I wouldn’t give to hear “The Ballad of Frank and Marie”). No, instead I’m asserting that this is the best use of “Disco Inferno” ever on screen. A bold assertion, given that in researching this list alone I found at least four prominent scenes with this song. But Brad Garrett, with his flowing red shirt and unfathomably large wingspan, injects a raw sensuality into this performance that, frankly, is unmatched.

24) “Toxic Love” – FernGully: The Last Rainforest

Before there was Britney, there was Hexxus—the anthropomorphized pollution that is the villain of the 1992 Australian cartoon FernGully: The Last Rainforest. If you’re confused reading that sentence, you’re in good company alongside the 99% of my friends who think I made this movie up. But it’s real! And it has a soundtrack full of bops, including one where Robin Williams raps about being a bat. However, it’s the villain who once again steals the show here, with Tim Curry’s destructive spirit singing seductively about his penchant for sludge and acid rain. I have to hand it to the animators for making Hexxus look truly terrifying because without that, this jazzy number might have had six-year-old me rooting against the planet.

25) “My Girl” – 10 Things I Hate About You

Before he was shredding incriminating documents as Cousin Greg, Nicholas Braun took the character of Cameron James to new heights in the TV series adaptation of 10 Things I Hate About You. Yes, that was a joke about Nicholas Braun being 6’7”, which I think is a fact everyone should know. Naturally, it’s hard to compare with Heath Ledger’s performance of “Can’t Take My Eyes Off of You” from the original film—the standard for romantic movie gestures. But I’d like to give Nicholas a boost (not that he needs one; again he is 6’7”). He delivers a perfectly sweet, if a bit awkward, rendition of “My Girl,” complete with accordion accompaniment and some nice little riffs. Good for him! All 6’7” of him!

26) “Turn Up the Beef” – Popstar: Never Stop Never Stopping

How “Turn Up the Beef” only got a mere minute of play in this movie is beyond me. First of all, I’m pretty sure Emma Stone’s outfit in the music video is what got her cast as Cruella. It’s a shock she didn’t get Moira Rose as well. The clothing alone warrants more screen time, but then we also get the infamous Conner4Real catchphrase bonanza. Personally, I’m vowing to use “Patrick Stewart money” far more often in my life from now on.

27) “Hopelessly Devoted to You” – Pushing Daisies

Ah, Pushing Daisies… gone too soon. Really the entire television series deserved better, but for the purpose of this list, I’ll narrow it down to a single one of its musical numbers: Kristin Chenoweth’s “Hopelessly Devoted to You.” As she sits alone, pining for Lee Pace (aren’t we all), she belts her lonely heart out. If that weren’t enough to make you weep, her unrequited love’s own golden retriever joins in for a haunting harmony.

28) “I’m So Sad, I Am So Very, Very Sad” – Scott Pilgrim vs. The World

Another wrongful Battle of the Bands loss… where do I have to sign up to judge these things? Now, I know there wasn’t exactly much of a choice after Crash and the Boys were literally incinerated right after their performance. But if they couldn’t win, at least they got to go out on the screaming high note of this colossally angst-ridden, two-word song. It may only be thirteen seconds long, but belting this out one time is as effective as approximately an hour of crying. Not something I know from personal experience or anything.

29) “I’ve Never Been to Me” – The Adventures of Priscilla, Queen of the Desert

Priscilla’s closing performance of “Finally” is a campy classic, but I love the opening number for its perfect setup of our two main characters. Hugo Weaving’s Mitzi is the star of the show, giving us tortured, understated elegance, and a flawless lip sync. And then in comes Guy Pearce as Felicia, eye-rolling and ready to liven things up. No matter how often I see this film, the baby doll drop is hilarious every time.

30) “I Saw a White Lady Standing on the Street Just Sobbing (And I Think About It Once a Week)” – John Mulaney & the Sack Lunch Bunch

My favorite thing about living in New York is being able to cry wherever I want, without it being weird. So when there was a full song about this phenomenon in John Mulaney’s delightful musical special, I was immediately in love. Titled like a stand-up routine and featuring the vocal stylings of Alex J., this number was sadly overshadowed by Jake Gyllenhaal’s wild turn as Mr. Music. But as hard as he tried, Jake could never be as bizarre as the touching story of a tween boy comforting a crying adult woman through stories from Sherlock Gnomes and Joan Didion. It’s Alex J.’s world, and we’re all just living in it.

31) “Easy to Love” – De-Lovely

The songs of De-Lovely are not only already famous from Cole Porter’s prolific career, but many are performed by some high-profile stars in this biopic (Elvis Costello singing “Let’s Misbehave,” anyone?). So it’s not difficult to see how some could get overlooked. That said, in a film full of grand productions of classic tunes, this sweet interlude of Porter serenading his future wife in a Paris park feels fresh and organic—and a welcome moment of cheer before some of the more difficult moments to come.

32) “Patrick Swayze Christmas” – Mystery Science Theater 3000

You know Dasher and Dancer and Prancer and Vixen, Comet and Cupid and Donner and Blitzen. But do you recall the most famous Christmas icon of all? That’s right—it’s Patrick Swayze in Road House. The competition for best holiday standard in cinema is stiff, but as far as I know, only one Christmas song delivers the respect due to holly, jolly John Dalton himself. He’s making a list, checking it twice, and he’ll know if you didn’t follow his third rule: Be nice. One way to do that? Recognize “Patrick Swayze Christmas” as television’s best jingle.

33) “Wicked Little Town – Hedwig Version” – Hedwig and the Angry Inch

Finally! A movie where I don’t prefer the villain’s song! And it’s not just because Tommy Gnosis is a rude music thief—it’s that Hedwig’s rendition of “Wicked Little Town” is truly so much better. There are a lot of fantastic songs in Hedwig, with “Origin of Love” and “Wig in a Box” some of the most well-known. But it’s Hedwig’s sadly smiling performance in a nearly empty restaurant, to an audience of kindly obliging diners, that creates one of the film’s most poignant moments.

34) “DuJour Around The World” – Josie and the Pussycats

This whole movie deserved better, but it especially should have gotten more praise for the creation of its ill-fated boy band, DuJour. As a former connoisseur of the genre, I can definitively say that this song is an absolute jam. It takes the riffs of Backstreet Boys and the style of NSYNC and adds its own special flavor with the mystical moves of Alan Cumming. But really the fact alone that “DuJour Around The World” brings Donald Faison, Breckin Meyer, and Seth Green together into one music group should grant it chart-topper status.

35) “Don’t Write Me Off” – Music and Lyrics

I’ve said it before (at the beginning of this post) and I’ll say it again (here, at the end of this post): Adam Schlesinger deserved an Oscar!!! This time, for his contributions to the Hugh Grant romantic comedy canon via Music and Lyrics. While much has been written on the film’s opening ’80s tribute piece, “PoP! Goes My Heart,” I think a lot of Schlesinger’s talent also shines through the apologetic ballad, “Don’t Write Me Off.” Hugh Grant’s Alex is the “music” half of the title—lyrics were never his strong suit. Schlesinger managed to craft a song with words that are appropriately a bit silly (“Since I met you, my whole life has changed / It’s not just my furniture you’ve rearranged”), and yet one that conveys such a sweetness through the melody. It’s a little bit funny, a little bit cheesy, but completely perfect.

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Written By

Allyson lives in New York, where she was born and raised. She likes short stories and long movies. When she's not writing about Film & TV or conducting research for cultural institutions, you can find her making sure everyone knows she's Italian.

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