LIVE A LIVE: a conversation between Yoko Shimomura and Toby Fox - part 2

The legendary composer of LIVE A LIVE and creator of UNDERTALE and DELTARUNE talk their creation process, confidence issues, and why Shimomura-san has to live!!
By Duncan Heaney

Welcome to Part 2 of this extended interview between LIVE A LIVE composer Yoko Shimomura and UNDERTALE creator Toby Fox.

Last time, the pair discussed the creation of two of their most popular compositions: UNDERTALE’s MEGALOVANIA, and the LIVE A LVIE track that directly inspired it: MAGALOMANIA. You can read that here:

Now, Shimomura-san and Fox talk about how they found their way to music, and what goes into their amazing compositions.


  • Interviewee: Yoko Shimomura
  • Interviewee: Toby Fox
  • Interviewer and Writer: Anemone Mournian

Why Toby Fox started making game music

Yoko Shimomura: Toby, you make both your own games and music, right? People who can do so much by themselves are very rare. When did you first start making music? And, do you make the game first, or the music first…?

Toby Fox: I feel like I started learning how to make music before I even touched a musicmaking program. The start of it must’ve been in middle school… I was teaching myself how to play piano by ear. I tried to play the music for my favorite games, such as FINAL FANTASY, Super Mario RPG and LIVE A LIVE. Through this, I became familiar with how the melodies and chords were constructed. Specifically, I paid attention to what emotions were drawn out by the different chord progressions in each song. (Though, I usually only played songs that had the same few chords…)

That might be why I’m occasionally told that my music sounds similar to some of my favorite games!

As for whether I make the music first or the game first… It really depends completely on the track! Usually, I begin by writing the story and events, then create music to fit the emotions of the scene in my head. However, in UNDERTALE, several of the important tracks in the game were actually tracks I happened to have lying around beforehand, and then decided to use in the game… In any case, I always try to have music before a scene actually gets put together the game. That way, we can make sure that the scene perfectly matches the emotions and feeling I’m trying to convey with the music!

Shimomura-san: So everything works perfectly together. When people told me about UNDERTALE, they said “it’s a game like never before that might give you tender feelings.”

When I looked at the actual gameplay, my impression was: “What do you mean someone made this game AND the music?!” But now that we’ve met face-to-face and talked, I’m realizing that maybe making UNDERTALE wasn’t the result of a long and difficult grind. Instead, the game naturally came about from Toby exploring his love of games and music. That's the impression I have now.

I’m sorry if that made it sound like I think it was easy! That’s gotta be the ultimate, happiest way to create! Now that I’ve met Toby, I’m inspired to try making things the same way!

Why Shimomura-san started making game music

As for what made Shimomura-san start making game music, there’s the famous story that you were impressed by Heavenly Flight from DRAGON QUEST III…

Shimomura-san: Yes, it seems like common knowledge now. I don’t even remember where I first said it anymore...

I had just been hired as a game composer for the first time, but there was a bit of a gap before I would properly join the company and start work… That’s when I heard “Heavenly Flight”. I was so impacted by it, I started worrying “Could someone like me even make something like this? Am I even going to be able to do my job properly?”

It was the most beautiful song I had ever heard. I remember thinking, “I’d give my life to write a song this good!” The fact that somebody could write such a melody is humbling, envious, frustrating... I had such a mix of emotions from how much I admired it, I was essentially in a state of shock.

In the game, Heavenly Flight plays the moment Ramia takes flight. And if you hold down the directional pad, Ramia keeps flying on and on. I watched Ramia fly forever like that, just doing nothing. The map, the time, just kept flying by, as “Heavenly Flight” played over and over. … I was frozen, unable to do anything. The song was just too good. It was honestly a shock. That’s all I can say, a shock. I really think the melody is just so beautiful.

There’s an increasing number of people who become game composers after being impressed by game music. As a fan, it’s great to hear that Shimomura-san, a veteran of the industry, also started after being impressed by game music.

Shimomura-san: Before I joined the industry, I never thought I would end up composing music... Actually, I didn’t even know composing game music was a job.

When I first played “Super Mario Bros.”, hearing the music made me realize: “Someone out there wrote this… So there’s gotta be a job for it, right?”. That’s when I first started paying attention to game music. However, as a piano major in university, my only studies were about playing classical music, nothing about composing songs like that, so I felt “There’s no way I could write something like this...”

I had a friend majoring in music composition who didn’t play video games at all, so I made them listen to Super Mario’s music and asked what they thought. They said it was great and very catchy. Next I asked if they thought I could succeed at a job making game music… Their response was, “No way, this song is so well-thought out! It’d be tough… Absolutely no way.” (laughs).

Afterwards, I started to play the DRAGON QUEST series and heard Koichi Sugiyama’s music. That made me realise that game music can be classical, too! “I’m going to write music like DRAGON QUEST!” was too arrogant for me to say, but since I’d been trained on classical music, it did make me wonder if I could compose game music, too. So I decided to take the challenge.

But just when I had gotten my first job as a game composer, I listened to Heavenly Flight and realised, regretfully, that I had everything all wrong. That I didn’t understand what game music was at all. The music in DRAGON QUEST was so incredible, I felt like I’d been hit over the head with a hammer.

Then, even after I had properly started my job... Although I had majored in classical piano, I hadn’t actually studied much in the way of music composition, so I couldn’t write any music at all. The other composers got mad at me a lot… Every day I thought “What should I do? I have no talent, I can’t work hard… I should quit.”

That’s how much of an effect Super Mario Bros. and DRAGON QUEST had on me.

Those two titles were some sort of goal for you then?

Shimomura-san: Rather than a goal, I’d say they changed my life. If I hadn’t encountered either of them, I don’t think I would have ended up in this profession.

You said: “I would give my life if I could write a piece as good as that” about Heavenly Flight, but I’m sure all the fans are thinking: “You’ve already written so many amazing pieces, but please don’t die!”

Shimomura-san: I haven’t written one yet, so I can’t die!

(All laugh)

Shimomura-san: The first time I heard Heavenly Flight was 1988. Several decades have passed, but I can sing the melody from memory. No matter how much time passes - and I forget many things in my old age - I don’t think that it will ever leave my mind.

A melody that I can clearly remember after so many decades is truly amazing. It’s unforgettably imprinted in my mind.

Also, from the FINAL FANTASY series, Battle Theme 1 from FINAL FANTASY II always remains in my head as a singable tune.

I think there’s “something” in music that sticks with me. There are some tracks that have “something” that stick in my mind and won’t let go, even if they don’t play in important scenes. or are regarded as well-known masterpieces. If my music can make people think: “I haven’t heard this since I played that game 10 years ago, but I can still sing it", then it would make working as a game composer feel worthwhile.

Well, with today’s interview, your dream’s become a reality because your music has caught the heart of Toby Fox!

Shimomura-san: Aw, that’s great! Can I die now?

Everyone present: Don’t die, please!!

Troubles during composition

Fox: Shimomura-san, you said that you’ve had ups and downs, but when did you start being confident about your music? Was there a time where you finished a song and thought: “I’m a genius!”?

Shimomura-san: It’s very difficult to put into words, but I’ve never been confident.

Fox: Whaaat?!

Shimomura-san: I don’t think that I will ever have confidence. Whenever I submit a new piece, I always think: “What if this is rejected?” I’m timid like that.

Are there any moments when you are in the flow while composing that makes you think, “I’m a genius!”?

Shimomura-san: When I’m making music, I get so focused that I don’t have time to think… But yes, sometimes when I’ve just finished a song and given it a proper listen-through, I've thought: “This is amazing! Am I a genius?!

…but once things have settled down for a bit and it’s time to actually submit the track, I go back to thinking: “Is this really okay? I don’t have any talent at this, do I?”

There are pieces that I particularly like and think: “If this song doesn’t work, nothing will”, but it’s not like I feel confident when I submit those pieces either. I always feel anxious when it’s time to submit the track.

Did you experience a traumatic rejection in the past...?

Shimomura-san: No, I think it’s just my personality. I have a big attitude, but I’m actually quite timid (laughs). I usually have no confidence.

I think that with game music, no matter how good a piece is, it won’t work if it doesn’t fit in with the game. So I tend to worry I’ll be told that my music doesn’t fit the game, or that it might not be accepted by fans in the end… I get nervous because it’s not just my own thing.

Fox: I understand that feeling! I’ve been asked to compose for some other titles before, and it’s made me nervous in the exact same way.

If it’s music for my own game, I know what I want to do and what kind of piece I need, so knowing when it “fits” is a lot easier. Plus, I never have to worry about rejection. Of course, I have standards, and even end up remaking songs when necessary, but…I also have a lot of other things to do, so if it didn’t cause any harm to the game, I might forgive myself for making a song that was complete trash as long as the game gets done.

However, when I’m commissioned to write for another game, it’s a different story. I’m always worrying: “Will this be OK? Does it fit the game? Does it REALLY fit? And are players going to like it? Really? Are They?” So, I can 100% understand your concerns when submitting tracks.

Shimomura-san: Alright, so if I make my own game, maybe I can have confidence, too!

Fox: Yeah, maybe!

Shimomura-san: When I make my game, Square Enix will sell it for me, right?

(Everyone laughs)

Shimomura-san: That being said, I’m sure you must worry about whether the game you made will be accepted by players.

Fox: Of course I have worries about my games, but my personal standards are quite high, so I believe that as long as I can make a game that I like, most people won’t be disappointed either. The problem is actually achieving that.

At some point I wanted to make the perfect game, but now I think it’s good enough just to make a game that I feel ”love” towards.

And I do sometimes feel “Will people like this…?” when I make music for my own game, but it’s still much easier than making music for somebody else. Since if it’s really an issue, I can remake it or polish it...

Composers like Shimomura-san have to write hundreds of songs in an extremely limited amount time, so I imagine with the lack of time to polish, a lot of regrets might build up. I’m sure each game has tracks you’re proud of - but no matter how much you want to, the more tracks there are, the less time there is to make everything perfect.

I imagine there’s not much time to look back while composing a soundtrack on deadline. It’s probably just make the track, make the track, go on to the next one...

Shimomura-san: It just occurred to me that even if I made my own game, I probably wouldn’t be able to be confident if I thought about the players actually playing the game.

Fox: You say you’re not confident, but people love your music, don’t they? You’ve been to concerts where the audience is packed with fans waiting to hear arrangements of your old songs... Do you not finally feel confident about those tracks when you see everyone cheering?

Shimomura-san: Of course, that does make me happy. I always say that my pieces are “like my children” and hearing them at concerts does make me proud…but more in the sense of, “my delinquent children have all grown up!”

A long time ago, when I appeared as a guest on a radio show, they played the first song I had ever composed for the Famicom over the airwaves... I had no idea they were going to do that. I was so embarrassed that I felt like my face was on fire. I really didn’t want to hear my old music, but I also felt a little like “Aww, you were trying so hard!” and wanting to pat my past self on the head.

Fox: I think I can relate to that. I created the first version of MEGALOVANIA when I was in middle school...

So, when I had to listen to it again to remake it for UNDERTALE, it was a bit… Actually, I didn’t really feel embarrassed at all. My younger self was trying his best!

How Shimomura-san and Fox create music

Now that each other’s mysteries have been cleared up, I'd like to ask both of you how you create music. MEGALOMANIA is iconic for its sudden energetic start.

Shimomura-san: That’s right. Not sure if this is just in Japan, but music here often follows a typical structure of Verse A, Verse B and Chorus (the “hook”). However, I don’t really think about that when I write music. And in the case of “MEGALOMANIA”, there is no Verse A, Verse B, or hook!

Or, you could say it’s ALL the hook, isn’t it?

Fox: (In Japanese) Yeah, yeah!

Shimomura-san: All the “hook”... (laughs) I still think adding a catchy hook to that track would be pointless. I think it’s important to take a leap of faith when composing, for example deciding “This doesn’t need a chorus!” and just letting it be what it is. I think the energy of the piece comes from being created with that drive.

(Fox nods in strong mutual understanding)

Shimomura-san: I think I feel a strong mutual understanding!

Fox: I’m the same, I don’t think about Verse A, Verse B and Chorus when composing. Actually, I don’t even remember what they are.

Shimomura-san: MEGALOMANIA also doesn’t have a particular intro...

Fox: Yeah! That’s actually one of its strong points! The fact that it doesn’t have an intro is actually what makes it so impactful. It goes straight from (imitates encounter SFX) to (imitates singing the beginning of MEGALOMANIA). That’s power!

Shimomura-san: I tend to not add an intro if I feel that it’s not needed, but professionals in the music industry often ask me why it doesn’t have one. But as you said, I don’t think that it would have such an impact if it had an intro. My opinion is that it’s fine… You know, there are songs in J-POP that start with the chorus, too. I’m happy that Toby feels the same way.

Fox: Music has its own charm when listened to alone, but when it becomes game music, movie music, where it is used is also important. When used with the right timing, a piece’s true power can be unleashed.

MEGALOMANIA was perfect at giving the end of each chapter a bang, but to be honest, all of the music in LIVE A LIVE was utilized quite well!

Many thanks to Shimomura-san and Fox… but the conversation’s not over yet! Join us next time for the final part of the chat, as the composers discuss the music of LIVE A LIVE, the sound of the remake and the enduring legacy of these incredible tracks.

LIVE A LIVE is out now for PS5, PS4 and Steam, and is available on Nintendo Switch now.

You can hear Shimomura’s exceptional soundtrack in the LIVE A LIVE HD-2D REMAKE soundtrack - available to buy now digitally via iTunes and Google Play, and physically via the Square Enix Store:

To stay up to date with news about LIVE A LIVE and other Square Enix games, please follow us on social media: