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The Empire Strikes Back Orchestrations

Jo Ann Kane Music Service is probably the biggest music preparation company in the film business, and they have a massive archive of the scores they’ve worked on over many decades, particularly for the 20th Century Fox archive and for John Williams.

When I was doing the FSM CDs, they kindly allowed me to visit to review the scores for various album releases, so I could make sure overlays were in the right place (this was essential for Goldsmith’s Morituri), and identify orchestrators for CD credits (helpful on Alfred Newman scores like The Best of Everything)—things of that sort.

There was a huge amount of interest from fans on Facebook post in the various orchestrator names glimpsed on the Empire manuscripts.’s the deal: I can tell you the details for every cue for this score—now that Jo Ann Kane has publicly shared the tops of the first pages—but I can’t and won’t answer questions about where I got this information.

I will say, however, that over the years I have acquired a lot of things officially via my album work, and I NEVER share it. (That is the only way I can be sure that anything that ends up circulating illicitly—well, it wasn’t my fault!)

NOTE: There is no score for the Main Title, it was reused from Star Wars. (cue #1)

R1 Pt. 2, The Imperial Probe – Herb Spencer, 49 pp. (2)

Reel 1 Part 2 “New Start” – Angela Morley, 4 pp. [NOTE: the film version of “The Imperial Probe”] (3A)

Reel 1 Part 2 (Insert bar 80) – Angela Morley, 1 pg. [unused tag for Han entering Rebel base] (3B)

Reel 1 Part 2 (Insert #2 bar 109) – Angela Morley, 1 pg. [pick-up to get cleanly back into the cue, when music is dialed back in at the Rebel base for Han and Leia] (3C)

Reel 1 Part 3, Reel 2 Part 1, Luke’s Escape – Al Woodbury, 11/24/79 , 23 pp (4)

Reel 2 Part 2, Ben’s Instruction – Al Woodbury, 11/22/79, 17 pp (5)

R2 Pt. 3, Luke’s Rescue – Herb Spencer, 16 pp (6)

Reel 2 Pt. 4, The Probe Scanner – Herb Spencer, 18 pp (7)

Reel 3 Part 1, Drawing the Battle Lines, 11/27/79 – Al Woodbury, 12 pp (8)

Reel 3 Part 2, Leia’s Instructions – Al Woodbury, 11/29/79, 16 pp (9)

R3 Pt. 3, The Snow Battle – Herb Spencer, 37 pp (10)

Reel 3, Part 4/Reel 4, Part 1, Luke’s First Crash – Fred Steiner (Thurs. 27th), 38 pp (11)

R4 Pt. 2, The Rebels Escape Again – Herb Spencer (Thurs 27th), 31 pp (12) NOTE: Thursday the 27th must have referred to December 27, 1979.

R4 Pt. 3, The Asteroid Field – Herb Spencer, 41 pp (13)

Reel 5 Pt. 1, Crash Landing – Herb Spencer, 21 pp (14)

Reel 5 Part 2, Yoda Appears – Al Woodbury, 11/21/79, 6 pp (15)

Reel 5 Pt. 3, Yoda’s Entrance – Herb Spencer, 12 pp (16)

R5 Pt 3 (“End Fix”) – Angela Morley, 1 pp. (16A)

Reel 5, Part 4/Reel 6, Part 1, Solo and the Princess – Fred Steiner, 16 pp (17)

R6 Pt. 2, Yodal’s [sic] Teaching – Herb Spencer, 10 pp (18)

R6 Pt. 3, This is not a Cave – Herb Spencer, 24 pp (19)

Reel 6, Part 4, Training a Jedi – Fred Steiner (28th Friday), 10 pp (20)

Reel 6, Pt. 5/Reel 7, Pt. 1, The Magic Tree – Herbert Spencer, 20 pp (21)

Reel 7 Part 2, Attack Positions – Angela Morley, 16 pp (22)

R7 Pt 3, Yoda Raises the Ship – Herb Spencer, 17 pp (23)

Reel 7, Part 4/Reel 8, Part 1 – Vadar’s [sic] Command NOTE: No orchestration for this cue from this source.

Reel 8 Part 2, City in the Clouds – Al Woodbury, 12/11/79, 24 pp (25)

Reel 8 Part 3, Lando’s Palace – Al Woodbury, 19 pp. (26)

Reel 9 Part 1, Luke to the Rescue – Al Woodbury (Sat. 29th), 6 pp (27)

Reel 9 Part 2, Vadar [sic] Shows Up – Al Woodbury, 6 pp (28)

Reel 9 Part 3, Putting Three Pio [sic] Together – Al Woodbury, 2 pp (29)

Reel 9 Part 4, Trouble in Prison – Al Woodbury, 12/14/79, 8 pp. (30)

Reels 9, Part 6/10, Part 1 – Herb Spencer, 22 pp. (31) NOTE: There is no R9, Pt. 5.

R9 Pt. 6/R10 Pt. 2 (Insert Bar 57) – unsigned, but Angela Morley penmanship, 3 pp (32) This is the film version of the piece after Han is frozen, featuring Han and Leia’s theme instead of the ambient creepy music for the carbonite slab.

Reel 10 Part 2, Luke Pursues the Captives – Angela Morley, 15 pp (33)

Reel 10 Pt. 3, Chewie Chokes Lando – Herb Spencer, 29 pp (34)

Reel 11 Part 1, Through the Window – Angela Morley, 21 pp (35)

Reel 11, Part 2/Reel 12, Part 1, Losing a Hand – Angela Morley, 15 pp (36)

Reel 12, Pt. 2, To Hyper Space [sic] – Herb Spencer, 35 pp (37)

Reel 12, Pt. 3, Finale – Angela Morley, 7 pp (38)

Reel 12, Pt. 4, End Credits – Herb Spencer, 27 pp (39)

Reel 12, Pt. 4, End Credits Insert – Herb Spencer, 5 pp (39) NOTE: to extend the section with Yoda’s theme.

The Imperial March (Darth Vadar’s [sic] Theme) – Herb Spencer, 20 pp (40)

Yoda’s Theme – unsigned, but Angela Morley’s penmanship, 11 pp (41)

A few notes...

The orchestrators are Herbert Spencer, Al Woodbury, Angela Morley and Fred Steiner. I have no idea how the workload was divvied up...although it seems like there was an effort to assign the largest and most consequential pieces (like “The Snow Battle” and “The Asteroid Field”) to Spencer, Williams’ primary orchestrator for several decades.

Every single cue was orchestrated from a comprehensive eight-line sketch by Williams, who then went over the cue in detail with the orchestrator, as shown here with Spencer:

Williams would have been perfectly capable of orchestrating the entire score, if there was enough time. The orchestrators’ job is mostly a clerical matter, to flesh out the compressed information and shorthand of the sketch onto a fully detailed page that the copyists can use to prepare the parts for the players—although there is a ton of musicianship and knowledge, of course, required for this work!

P.S. John Williams is a genius and a cultural institution, but as late as the end of 1979, he did not know how to spell “Vader”—the “Vadar” misspelling comes from his sketches.

Per the J.W. Rinzler “Making Of” book, the score was recorded over a two-week period shortly after Christmas 1979. Some of the Woodbury cues give dates which I presume are for when the orchestration was prepared in November; other dates (on some Steiner cues) might refer to the late December scoring session dates. I’ll have to leave this to other Star Wars historians to explain.

UPDATE: The recording dates were December 27–29, 1979 and January 7–10, 17, 18, 1980.

All right, enjoy, and please...we can be all interested in the musicians who orchestrated this and other great scores, and see that they get their historical recognition, without unwarranted speculation as to might have contributed what.

This is a John Williams score—period. And the first people who would be quick to state that, I am sure, would be the orchestrators!

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3 commentaires

Jack Zhu
Jack Zhu
25 mai 2022

That last point needs to be hammered onto the FSM messageboards and every soundtrack forum everywhere, Soundtrack fans are funny and may accuse composers of not composing their own works like with what happened to Danny Elfman on Batman. Shirley Walker contributed some orchestrations and so did Steve Bartek but it was Elfman who composed the score.


23 mai 2022

I'm saving this one! Thanks Lukas.


Neil Bulk
Neil Bulk
23 mai 2022

The recording dates are:

December 27-29, 1979 and January 7-10, 17, 18, 1980

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