Noah Baumbach knew he wanted the score to “Jay Kelly” to be a character in his latest movie.

He wanted a fullness of emotion, and for it to have melodic characteristics. With that clarity, composer Nicholas Britell couldn’t help but feel inspired.

“I went home, I read the script, and I started coming up with ideas, and I called Noah to the studio, and I played him some early ideas,” Britell says.

The film follows famous movie actor Jay Kelly (George Clooney) and his devoted manager Ron (Adam Sandler) as they embark on a whirlwind and unexpectedly profound journey through Europe. Along the way, both men are forced to confront the choices they’ve made, the relationships with their loved ones and the legacies they’ll leave behind.

Jay’s theme was the first thing Britell played. He used a felt piano. The piano has a lever inside with a layer of felt between the piano hammers and the strings. “The hammers have to play through the layer, and it makes the sound more intimate and textured. It also restrains the sound a bit,” Britell says.

The sound was something Baumbach was drawn to. It became the centerpiece of the score and would represent Jay.

“It’s trying to find a clear sound. It’s trying to get an emotional core,” says Britell. As Jay is coming to terms with his life decisions, Britell uses a Steinway D, a concert grand piano.

In “Jay Kelly,” Jay travels to Europe hoping to follow his daughter and spend more time with her. He’s also headed to an Italian film festival where he’s being honored. During the award ceremony, a montage plays as a tribute showing Jay’s movies (The movies in the montage are from Clooney’s actual body of work). A giant musical piece plays over it.

Britell wrote “The Tribute” cue because he wanted it to feel separated from the film score. “I wanted it to feel like that was made by the film gestival for the tribute,” he says.

The challenge, he says, was doing his best to not make it sound like something he had written. “I produced it differently from the rest of the whole score. A big orchestra is playing that piece, but I took it, and I was imagining, if I were hired by that festival, what I would have done?”

The answer was going for something that had a commercial sound to it.

His other challenge was taking audiences back into the film with the score as the tribute triggers a memory for Jay.

“We have a combination of two themes. One is a fanfare piece that I wrote for Jay, which you hear for the first time at the beginning of the movie,” Britell explains. It’s heard when he’s wrapping the movie he’s working on. “At the end, you’re now hearing it as a more contemplative piece of music played on felt piano,and then it goes into the cinema theme.”

Britell took a moment to experiment with the score. One of the ideas he was trying to crack was evoking the idea of memory and how that would sound natural whenever Jay thinks about his past. “I had the idea that what if we just played the audio in reverse?”

But that process has a unique sound.

Instead, Britell took the music and wrote it backwards and played it as a piece. Admittedly, Britell was worried it wouldn’t work, but it did. “It felt like the emotion we were looking for, this sense of going inward. It felt this was Jay going into the memories.”

Britell further experimented by deciding to record the entire score to an analog tape. “There’s a sound you get from the tape that just is, you just don’t get elsewhere. It’s a different sound. And I think in the same way that the film is shot on film, the music is recorded to tape. So I love that we had that parallel of the historic way you would have recorded a score.”

Listen to the score below.