Director Brian Henson and songwriter Paul Williams discuss making the most beloved song ever left on the cutting-room floor.

“He’s like, ‘It’s just a little too adult-emotional for little kids to stay connected.’

[The movie] certainly plays well without the song, but I obviously preferred having the song in.

Still, Henson and songwriter Paul Williams treasure their memories of putting the poignant scene together.

He felt a powerful connection to the material, drawing parallels between Scrooge’s experience and his own.

“I was very much in the same place as Scrooge is at the end.

“He was so emotional about the movie,” adds Henson.

“Every song became so important to him, and to us.

We would talk for hours about the emotionality of the songs.”

“Then we realized that we would do the opposite.”

“It’s just in his head.

That’s something that’s great about him, it’s all about the lyrics and the melody.

I think that’s part of why his songs are so memorable and so clean.”

And what [composer Miles Goodman] did with it really works beautifully.”

“She sang it beautifully.

There was never a reason to even do a second take with her.”

Braun duetted on the song with Caine, who had never sung for a project before.

Still, “Michael did need to do lots of takes.

And it’s tough because Michael can put himself into such an emotionally vulnerable state that he starts sobbing.

But Meredith sat in the recording studio with him, and was extremely supportive.”

“He just wanted to play everything for real,” Braun says of Caine.

“He was joking that he had to feel it rather than sing it.

And he was lovely.

He just wanted to do a good job.”

Echoes Williams, “He doesn’t perform the song, he experiences the song.

And great voices don’t impress me nearly as much as that honesty in a performance.

“There’s a lot of imagery [of] life lost; dead trees and autumnal colors.”

So [Scrooge] keeps walking up, and she keeps walking away.”

The visual element is also to blame for the song’s continued absence.

“No matter how hard we tried, it never looked good enough.”

“They always say, ‘It’ll show up.

Negatives never permanently get lost, they just get put in the wrong place,'” he says.

“For years and years, I’d call them every six months and see how they were doing.

It’s very frustrating.”

Williams, on the other hand, feels no such frustration.

“I was disappointed, but I wasn’t devastated,” he says.

The sign of a job well done.

To read more on holiday film favorites,order the December issueofEntertainment Weeklyor find on newsstands now.