Kay Thompson played piano with the St Louis Symphony; coached Judy, Lena, and Liza and jazzed-up M-G-M. She also wiped the floor with Astaire in Funny Face, turned cabaret on its ear, and birthed a pint-sized sensation named Eloise. Kay "joined the choir" in 1998, leaving behind some zebra skin rugs, a red vinyl piano, and a slew of pals who can't stop talking about her. "When Kay Thompson held me at my christening," says her goddaughter Liza (Minnelli), "I knew life was going to be wonderful! In their own words, here are some thoughts from other friends and fans."

Kay was the best vocal coach in the world. When I went to M-G-M in 1941 or '42, she taught me to use what little voice I had. She also had a great sense of humor. She was a friend of my husband, Lennie Hayton, in New York before I knew either of them; I met them both in California. Kay told me all about what a wonderful conductor Lennie was, and she helped get the two of us together! I saw Kay's club act in Paris and London. It was wonderful.
-- Lena Horne, singer

Kay's sense of movement and timing influenced so many people. You can tell a Kay Thompson arrangement immediately; she used all kinds of musical influences, like bebop. People just weren't doing that at the time. She had people singing behind the beat, doing all kinds of hip, jazzy vocal stuff. God knows, that wasn't mainstream. If you listen to the singers she worked with, they sound different than in any other film they made. Kay did things with June Allyson, who didn't have much range, to make her sound great in Good News. And Kay was thrilled to work with Mel Torme in that movie because he was a jazz singer, a crooner.

Kay revolutionized how movie musicals sounded, and that extended to her own nightclub act - which, in turn, influenced every club act right up to the present. Those were the great supper club days. Kay used moving sets, boy singers, and had dancing maharajahs fanning the audience. Lisa Kirk and Mitzi Gaynor stole from her; they both opened their acts with dancing boys carrying suitcases, just like Kay. Of course, that style of production has been inherited by every Las Vegas act on stage now. From '40s movie musicals to Cher, it's all Kay Thompson! I think she was sort of a genius.
-- Rex Reed, film critic

During the war, I had been singing in a group called "Four Hits and a Miss." It used to be "Six Hits and a Miss," but two of the "Hits" went into the Army. I was 15 or 16, and had been in singing groups all my life; M-G-M needed some background chorus vocals, so I got a call. There were a lot of legit singers around, but Kay wanted pop singers. I'm on the soundtrack for "On the Atcheson, Topeka and the Santa Fe" in The Harvey Girls - I still remember every note of that arrangement and "Be a Ladies Man" in Good News.

My brothers came home after the war, and we were ready to work as the Williams Brothers again. Kay was about to leave the studio and put an act together. My brothers, Kay, and I ended up rehearsing with [M-G-M choreographer] Bob Alton for about six months, and we finally opened at El Rancho in Las Vegas. There were no microphones, so we all got up on ladders and hung mikes from the beams. No one had ever thought of that; now, of course, that's the way it's done. We were there two weeks, and it was a huge success. We moved on to Lake Tahoe to work this little, teeny place. Kay had done orchestrations for 40 pieces, as if the M-G-M orchestra would be there. The place only seated 80 people! So we get there, and there's a seven-piece band. Half the guys couldn't read music ... only comic books. We'd do the song, the band would kind of follow us, and then play "ta-da" at the end of the number.

Two thugs named Russian Louie Strauss and Sir Abe Chapman ran the place. One time, Kay invited these guys for tea. It was a hot August day, and they asked if they could take off their jackets; Kay said yes, so they did, and they each had two guns strapped over their shoulders! Right after our two-week booking, Russian Louie and Sir Abe drove Kay to the airport, then went back and shot their other partner dead right there in the lobby. I think Russian Louie Strauss is buried somewhere out in the desert; it was a rough group. Our next job was at the brand new Flamingo Hotel in Vegas - and there was Bugsy Siegel!

It's hard to imagine there wasn't an act like us before, because there have been so many since. Up to that time, everyone just sang around a microphone, and when the song was over, the singers would raise their arms. That's about all there was to it. What Kay and Bob Alton put together was like a mini-musical revue. Kay was just different, that's all. She wrote wonderful songs, she could arrange, she could play the piano beautifully, she could stage numbers. And could she sing! The greatest. She taught me more about singing and show business than anyone else in the world.
-- Andy Williams, singer

In 1946, we went to L.A. to do our very first picture, Good News, with Arthur Freed at M-G-M. The day we got there, Roger Edens [the associate producer] invited us to a big, joint birthday party for himself and Kay. We traipsed over, not knowing what to expect. It was quite a glamorous affair, and it seemed everyone in town was there; we all ended up singing 'round the piano and entertaining each other. Judy Garland sang; Peter Lawford sang. It was wonderful. Then, Kay Thompson - who was doing all of the vocal arrangements for Good News - got up and did a piece of her special material. It was absolutely glorious. Her look, and the sound of her voice ... she was such an appealing, arresting woman. Judy told us what a terrific teacher Kay was, and how much she meant to her.

Kay's club act really started at those parties. They weren't formal shows, but her numbers were completely there, arranged and choreographed. So we weren't surprised when she moved on to the supper club scene, especially since the studio system was changing. It was a new and glamorous life for her.
-- Betty Comden & Adolph Green, lyricists/librettists/performers

I was just a kid when I was hired to play the role of Kay's assistant in Funny Face, and she, of course, was a grande dame: wise and funny, exactly how she appeared in the movie. Kay's sense of humor was sharp and biting, but so funny. She was unbelievably aware theatrically, so you just wanted to kneel and worship at her shrine. Kay was very strong and specific about the way she worked and the people she worked with; she had no taste for idiocy. Things had to be well put together and stylish - that's it! A lot of us attempted to emulate Kay Thompson, but has anyone ever had that much "bazazz"?!
-- Ruta Lee, actress

Kay and I met in 1954, after her performance at the Persian Room of the Plaza Hotel, where she was winding up one particular career. Two more of her varied careers were just about to happen: as a dynamic film personality in Funny Face, and as author of 1955's Eloise.

Kay had an alter ego that emerged in the form of a little girl whose high-pitched voice would alternate with her own rich contralto at the most unexpected moments, especially over the telephone: "It's me, Eloise!" One day, when I casually asked Kay how she was feeling, Eloise piped up: "Well, actually, I'm rawther tired." This was immediately followed by Kay's own eccentric reply: "Exhaust pipe! I'm going to lie down and put cucumbers on all my eyelids." Our mutual friend D.D. Dixon, a Harper's Bazaar fashion editor, sensed there was a book in all this.

I recently heard from Kay's older sister, Blanche, that the alter ego which took the form of Eloise dated back to their childhood. But my own inspiration was a painting of a little girl in shades of pink, red, and black, done during my childhood by my artist mother. It was a picture of an alluring creature in complete control of her domain. Twenty-five years later, this image would translate into the visual of Eloise.

At the time Kay and I met, I was having some success as a magazine illustrator. Kay loved my drawings, gave me some early pages of the Eloise text, and we were off. Exclamations of "Go!" or "Get cracking!' were typical Thompson orders to work. But "work" it never was - just exhilarating, all-out fun. In less than a year we had a book, which D.D. brought to Jack Goodman, her friend at Simon & Schuster. The rest, as they say, is publishing history.

We did five books together: Eloise in Paris, ...in Moscow, ...at Christmastime, and one yet to be released, Eloise Takes a Bawth. Few people have the opportunity to know someone so brilliantly inventive, stylish, and witty. Kay was all of those things, and more.
-- Hilary Knight, illustrator

I was performing at a club in Miami called Mother Kelly's, and Kay and the Williams Brothers were working next door at the Copa City. That's when I met Barron Polan, Kay's manager. He caught my show, we got along famously, and he set up a screen test for me with Sam Goldwyn. Barron asked Kay to go shopping with me to find the right "look." I was amazed that someone in her position - this great vocal coach from M-G-M - would want to help someone she didn't even know. Kay insisted on buying me a very chic navy and white dress; the next day, she took me to Grand Central Terminal, put me on a train, and waved goodbye.

Her act at the Persian Room was electric. Kay and the Williams Brothers moved so well, with one terrific pose after the other. It was an absolute knockout. Kay's energy took your breath away. She wore those wonderful white pantsuits, which no one wore at that time. The show was very stark and modern, and the rhythm never stopped.

I saw Kay at a screening of Liza's movie Stepping Out in the fall of 1991. I was shocked that she was there, because I'd heard she had become very reclusive. I walked over to her and said, "You probably don't remember me, but you were very kind to me at the beginning of my career." She ached out with those divine, long arms and said, "Julie, how are you?"
--Julie Wilson, singer

My first encounter with Kay was at the Ambassadeur in Paris. I'll never forget her coming at me in those big, fat high heels. I almost fainted! Laced up all the way up her shins, they were "wicked witch shoes": If she had melted, they'd be the only things left. But she just tapped herself right into my heart.

We worked together on a book project called Darling Baby Boy. It was about her pug dog, Fenice. Oh, please, let's don't get into it; she used to play the banjo for him. When Kay moved into a maisonette on the top floor of the Palazzo Torlonia in Rome, they couldn't get her grand piano up the steps. So they sawed the legs off, took it up through the middle of the Palazzo, and dropped it into her bedroom. It's true; I was there! All of this so she could serenade Fenice - and then she decided the dog hated the piano, so she took up the banjo.

Kay put Jack Kennedy's inaugural ball together. She used to tell the story that Mahalia Jackson didn't know the words to "America," which she was to sing at the inaugural party, so Kay had to teach them to her. Plus Mahalia couldn't read so well, which was a problem. But Kay worked and worked with her till she had it. She was the greatest, and the toughest, teacher.

Kay Thompson invented the very word "style." Think Pink. No ... Think Kay!
-- Joe Eula, fashion illustrator

One day, my mother brought home a book from the public library of Hazlehurst, Mississippi: Eloise, by Kay Thompson with drawings by Hilary Knight. Eloise was the story of a precocious, outrageous little girl who lived in a castle called The Plaza Hotel and poured water down the mail chute. That always made sense to me, but I would never dare do it - and not only because there were no mail chutes in Hazlehurst. What I did do was pore over this book. It captured something inside me. A breeziness that transcended the everyday permeated Eloise, and was a seminal influence for me.

Fast forward to 1978. I have arrived in New York to pursue life's adventures. An avid movie buff, I quickly find all the pre-home video repertory movie houses. One afternoon, my friends and I set out from our transient hotel on West 71st Street to Theater 80 on St. Mark's Place to see Funny Face. Suddenly, Kay Thompson is there on the screen, and at last I have a face to put to the name. In the film, she traipses all over Paris shouting, "Tres gai, tres chic, tres magnifique!" I am fascinated. In a vest and tight skirt, with a beret on her head, she mops up the floor with Fred Astaire in "Clap Yo' Hands." I am hooked. I want to be Kay Thompson.

Miss Thompson was a brilliant musician and personality who was way too good for Hollywood. So she put an act together that changed nightclub life in the '40s, and later turned her mad creativity to Eloise. Thank heaven her over-the-top style was captured on film in Funny Face. Throughout the '60s, there were occasional TV appearances and one small role in Tell Me That You Love Me, Junie Moon, the Otto Preminger movie that starred Thompson's goddaughter, Liza Minnelli. In the '70s, Kay staged an extravagant Halston fashion show at Versailles; thereafter, she pulled a Greta Garbo and retreated from public life.

Since I moved to New York I had always been aware that Kay Thompson was "over there" in some kind of white tower on the Upper East Side. A friend of mine happened to be in the Plaza Hotel where Kay lived the day Garland died. He remembers seeing her the lobby bustling about, taking charge, getting things organized. Another friend, the animator and NYU professor John Canemaker, was walking down Lexington Avenue several years later, and the unmistakable Kay was walking towards him. He couldn't resist stopping to hello, even though they had never met. They had a chat and exchanged phone numbers. Kay continued on her way up the avenue, and John kept in his original direction going south. After a few steps, he decided to turn and watch Kay as she disappeared from sight. To his surprise, she turned around, threw her arms in the air, and shouted: "Happy everything!"
-- John "Lypsinka" Epperson, actor

The phenomenal Kay Thompson jazzed into my life when she moved into Liza Minnelli's Upper East Side apartment, to relish her last years in Rigaud-scented luxury. The world was entering the '90s and so was Kay, although her real age was a secret kept tighter than Jocelyn Wildenstein's grin. She said I reminded her of Robert Alton, the M-G-M choreographer whom she had assisted on The Harvey Girls; this was as good as Miss Thompson did not suffer newcomers gladly. We had an immediate rapport. She spoke about her Hollywood past in a flip, off-the-cuff manner as if I had been there. Eventually I felt as if I had been there singing with Judy, dancing with Audrey, and kibitzing with Noël. Kay spoke about everything as if I understood. No time to explain ... too boring. Get it, or get lost. Hours, sometimes days later, comments would become clear. "Ahead of her time" would be an insane understatement; Kay Thompson was ahead of any time.

She once had me do a city-wide search for a record of monks singing. After days of lurking around funky stores that smelled like old socks, I found a dusty cassette of some friars chanting it up near Parma. "Pure heaven!" Kay roared. She played the tape day and night, which didn't particularly thrill anyone but her. About three months later, there was full-page spread in The New York Times about Chant, a brand new CD of Franciscan monks that was #1 on the charts. We were all stunned. I asked Kay what clued her in to this fad, and she replied in her ever-blase tone, "It was just time for monks."

The telephone became Kay's personal radio show. Checking my messages, I'd hear that singin', swingin' alto: "Hello, hello ... hello and how-dee-doo, and a big, fat, Texas howdy!" This was the opening number of her club act, which had turned the '40s and '50s glitterati into cheering obliterati. Conversely, one day, after the "name, number, and fax..." greeting on my machine, her message was tight-lipped and terse: "You very likely can be faxed, but can you be fixed?"

Kay and I spoke twice the week before she "joined the choir," which was her euphemism for dying. As always - but much more prophetically this time - the last thing she said to me was, "See you in the movies..."
--Jim Caruso, singer/producer

When Kay and I met in Rome during the summer of 1962, she had decided there shouldn't be any big furniture in the main room of her maisoniette. She wanted people lounging all over the floor on big harem pillows. This was before the Beatles, so you know no one else was doing that look at the time! She had found some tiny Chinese tables about a foot high, and thought they'd be marvelous lacquered red. "I've found the perfect color in a Revlon nail ad," she proclaimed. So, stupid us - knowing absolutely nothing about painting or priming wood - we bought cases and cases and cases of red nail polish. I don't think we ever finished one table, because the paint just seeped into the soft wood immediately.

Many people knew what an exceptionally amusing woman Kay was, with her patented brand of speaking and that scalpel-like wit. But I wonder how many also had the privilege of her more quiet, serious moments. Sometimes, when we would speak on the phone, Kay would get the sense that I was "down" about some personal problem, and I fell privy to her version of the "pep talk" although it would be deeply disguised in hilarity. To me, these concerned asides always seemed to have some indefinable spiritual quality, though they never smacked of organized religion (in which she was raised) or the more unorthodox philosophies (with which she later acquainted herself.) It was just plain, old, American survival savvy.

Kay revered the value and necessity of an indestructible sense of self. "If you're in show business, you'd better damn well have one," she said. "Because, when all else fails, that'll be all you have to fall back on - your self. Your self" At which point I probably said something like, "And what exactly do you think that is?" Without missing a beat, she said: "That thing you feel when you go through a revolving door."

These long, long talks were usually terminated by Kay saying, "Well, so long, pal. Keep moving!" In a way, I think that's an apt metaphor for her life. She never stood still. She never looked back. Both physically and mentally, she kept moving. And nobody ever caught up with her.
-- Mart Crowley, playwright

Kay Thompson and Liza Minnelli, East Hampton, New York (1973)

I've discovered the secret of life: a lot of hard work, a lot of sense of humor, a lot of joy, and a whole lot of tra-la-la!
-- Kay Thompson

I'll say!
Thanks Kay!
-- Liza (Minnelli)

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