If there's one episode of TV we may never recover from, it's This Is Us' "Memphis." Spoiler warning.

It was the episode that told us William's (Ron Cephas Jones) devastating and beautiful life story, and gave Randall (Sterling K. Brown) the history and extended family he had always wanted. It was a triumph of storytelling, filmmaking, acting and basically, we just can't praise it enough. Viewers also can't stop talking about it, especially all the little moments that are going to take several rewatches to fully catch.

After a screening of the episode, star Jones, composer Siddhartha Khosla, and directors and executive producers Glenn Ficarra and John Requa shared little behind-the-scenes tidbits that helped make "Memphis" something truly special.

1. "You Are My Sunshine" Was Added to Calm a Real-Life Fussy Baby
The song that William's parents sang to him, and that William was later singing himself, was all thanks to the baby that was acting as infant William, who was getting a little fussy.

"That's the baby's song," Requa said. "Mom sings that song to the baby, so we said to the actress [Amanda Warren], ‘Could you sing it to him, just to calm him down?'" She did, and it worked so well on camera they went back and added the song to other appropriate parts of the episode.

This Is Us, "Memphis"


2. William's Death Was Filmed First
"It was kind of a weird thing to get out of the way," Ficarra said. "It gave the whole thing a very kind of ghostly, hallucinogenic feel."

Jones was ultimately glad that they shot it first. "Anything that's hard you want to procrastinate on, but after the fact, it felt great, and I was like, I'm glad I got that out of the way," Jones said.

3. The Scene in the Barber Shop Was Improvised
That quick scene, in which William and Randall got haircuts, was filmed in just a few minutes, and the entire conversation was all improvised by Jones and Brown, with Jones just riffing on his first haircut and his barber, Cliff, threatening to cut his ears off. Jones had also referenced that earlier in the season when he was helping out with Randall's daughter's hair.

Sterling K. Brown, This Is Us


4. The Water Fountain Scene Was Improvised, Too
In one memorable scene, William showed Randall a pair of water fountains that used to be segregated, and both men drink from the fountain that was formerly "whites only." 

"That was just something I saw on a location scout, and I came up to Sterling and Ron and I go, 'Tell me, is this within the bounds of good taste?'" Requa shared. "They came up with that scene by themselves. We just rolled on it." 

5. The Door Analogy Changed from Script to Screen
William remarks that his childhood home used to have two doors, but now one's been bricked up, just because they found a house with a bricked up door in Memphis (where they actually filmed). 

"In the script, the door was a different color, and we were location scouting, and we saw this house with a bricked up door, and we saw this house next door that had two doors, and we were like, why don't we just use that?" Ficarra told us. Little changes like that helped make the episode feel more authentic. 

This Is Us, "Memphis"


6. Ron Cephas Jones Didn't Know William's Full Story Until He Watched the Episode
Since all of the flashback scenes were filmed with other actors and a lot of moments are born on set, Jones learned a lot about his own character by watching the show. 

"There was a lot I still didn't know until I saw," he said. "When I saw the baby and William's sit-down, calming look when he was a baby, that kind of blew me away." 

7. William's Song Was Composed Specifically For the Episode
Multiple versions of William's song appeared throughout the hour, and some viewers might have missed that it was the same song playing as Randall drove home. 

"The lesson I get from the show, from the entire series, is that life doesn't really end ever, so the idea of the refrain here at the end, 'We can always come back to this,' is a play on that, just saying that you might not be here now, but I'll find you somewhere down the line," composer Siddhartha Khosla said. 

8. "Memphis" Gave Us a Familiar Montage in a New Way
The most we had previously seen of William's backstory was that bus montage in the third episode of the season. It started with William meeting a girl and then ended with him alone, holding baby Randall. In "Memphis," we got the same montage, but it ended much differently, with William having a somewhat happy life with his girlfriend for a while.

"You could look at the bus montage in 103 [the third episode of season one], and this one is a different view of the same events, so you get to learn more about it," Ficarra told us. "It just was tragic in 103, and in this one, you learn they actually fell in love, and it's really nice. You can do that with any character on the show, which is creatively the best part of the show." 

This Is Us airs Tuesdays at 9 p.m. on NBC.

(E! and NBC are both part of the NBCUniversal family.)

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