by Ray Faiola

By the end of World War II Max Steiner had become Warner Bros' star composer and had mastered the art of scoring any type of picture. Steiner was adept at providing music for romance, crime drama, comedy, horror, historical sagas and fantasy. With the postwar period came a new layer of maturity to motion pictures as well as what might be called a backlash from more than four years of spirit-lifting optimism. Among the manifestations of these changes were a series of dark criminal and psychological thrillers which would come to be known as film noir. Steiner was certainly used to getting under the emotional hide of the characters he scored. Perhaps his most perceptive bit of scoring was the hilltop scene in SERGEANT YORK, which tastefully explored York's grappling with the choice of serving his country or being true to God. With film noir, however, Steiner would be called on to explore the curiosities of the mind itself, not just the conscience. Perhaps the zenith of this exploration took place in Max's score to WHITE HEAT, in which James Cagney played a psychotic killer with a profound mother complex (Unfortunately, none of the original scoring sessions to WHITE HEAT survive, but an outstanding suite can be enjoyed thanks to the restoration work of John Morgan and Bill Stromberg.

The psychological aspect of scoring afforded Steiner the opportunity to develop new musical trappings. In his 1946 score to THE BEAST WITH FIVE FINGERS, Max created a whirring discordant motif that he would revisit several times, most notably in THE TREASURE OF THE SIERRA MADRE (BYU tracks released on Rhino soundtrack CD). This effect actually has its roots in Steiner's score to FLYING DOWN TO RIO, in which an augmented cello section actually replaced the sound of airplane motors in the musical finale. Speaking of the cello, by the late 1940's Max's orchestra included the finest cellist in Hollywood, Eleanor Aller Slatkin and he made good use of her talents by creating showcase moments for her in his scores. You will hear a particularly tragic motif for solo cello during much of the score to CAGED. Other dark scores by Steiner during this fruitful period were THE BIG SLEEP, whose noirish tones were offset by Steiner's whimsical motif for Bogart's Philip Marlowe; CLOAK AND DAGGER (SAECRS0001); and Steiner's outstanding score for the film noir western PURSUED (SAECRS0002).

Perhaps the most striking aspect of Max Steiner's music during this period is that he did not fundamentally change his approach to scoring. When Roy Webb began scoring the Val Lewton thrillers at RKO he gravitated from a Steineresque pro forma method of scoring to a much more subliminal approach. Webb continued this as he scored many of the studio's seemingly endless parade of film noir pictures. Steiner, on the other hand, remained overt in his treatment, often blasting his orchestra through the violent shadows on the screen. Film noir aficionados sometimes take exception to Max's overt style but with Jack Warner, Jerry Wald and Michael Curtiz as Musketeers to Steiner's D'Artagnan, the maestro from Vienna had unwavering defenders championing his cause at Warner Bros. On the other hand, director John Cromwell was not of the Steiner-can-do-no-wrong camp. He had complained to David Selznick about Steiner's smothering of SINCE YOU WENT AWAY and it is possible that Cromwell requested the deletions of portions of music that Steiner wrote for CAGED. Cromwell was probably correct in these instances as the absence of music in one case naturalized an important dialogue scene and in another heightened the absence of ambient sounds entirely. Georgia Harrison's hysterical breakdown in the dark is all the more terrifying when first her pathetic whimperings and then her raving screams arise out of almost total silence. Only a distant passing train increases her despair. One of the interesting aspects of Steiner's approach to CAGED is that he did not score any of the key scenes featuring Hope Emerson as Matron Evelyn Harper, nor did he assign a motif to her character. There were certainly plenty of opportunities, from Harper's entrance lounging in her office eating chocolates or her taunting of the inmates by showing off her gaudy frock on her way out for a date. It may have been apparent to Max that Harper was dramatic enough without having music behind her. Or perhaps Cromwell suggested that Max lay off of Harper. Whatever the reason, Harper sans scoring is eerily outrageous and music might very well have spoiled the effect. The film is 96 minutes spread over eleven reels, which indicates that a fair amount of post-preview editing had taken place.

THE DARK SIDE OF MAX STEINER covers the Warner period from 1947 to 1951. Some of the motifs are reprised from earlier films and these will be noted.

Disc One

KEY LARGO was Warner Bros' 1948 film version of Maxwell Anderson's 1939 Broadway play. The original production starred Paul Muni, Jose Ferrer and Uta Hagen. However, Anderson's flowery dialogue needed a complete rewrite for the screen and that task fell to Richard Brooks and director John Huston. The plot was refined and the dialogue sharpened, resulting in a Hemingwayesque version of Anderson's original script. The film would be the fourth and final screen teaming of Humphrey Bogart and Lauren Bacall (though the couple would act together on their syndicated radio series Bold Venture) and co-starred Edward G. Robinson, Lionel Barrymore, and Claire Trevor. The film crackled with exciting performances and a harrowing storm sequence. Steiner provided one of his best scores of his postwar period, beautifully complimenting Huston's aggravated screen story. Although the main title cue is abbreviated, the rest of the score is presented almost in its entirety, including several cue parts that were dialed-out in the final mix.

1. Main Title 1:30 The main title to KEY LARGO is based largely on Steiner's original main title to EACH DAWN I DIE, for which he did not receive screen credit. The titles are shown over scenes of the Florida causeway stretching out to the Keys. As the titles subside a helicopter shot approaches a bus heading toward Key Largo. The bus is overtaken by a police car and Sheriff Ben Wade (Monte Blue) inquires about two escaped Indian boys.

2. Suspicious Guests 1:30 Frank McCloud (Humphrey Bogart) and Nora Temple (Lauren Bacall) discuss the rather sordid guests who are staying at the "Largo Hotel" (the name for this mysterioso motif). The music turns melodic ("McCloud") as Nora asks Frank if her late husband George, who fought alongside Frank in Italy, suffered when he died. Frank tells her George never knew what hit him.

3. Remembering George / Indians 8:18 Frank tells Nora and Mr. Temple (Lionel Barrymore) about how George shared much about his family and how he died a hero's death. Later, Nora and Frank go out to the dock to secure the boat before the oncoming hurricane strikes. This pastorale portion of the cue is titled "Nora" by Steiner. Next heard is the "Seminole" theme as the Winoka family paddles into shore for safety. Among them are the Osceola brothers (Jay Silverheels and Rodd Redwing) who have taken Mr. Temple's advice and will surrender to the police.

4. Gangsters 2:25 After Curly (Thomas Gomez) makes it clear that he and his friends are guests with no good purpose we next see Johnny Rocco (Edward G. Robinson) upstairs in his bathtub. Hearing the ruckus downstairs Rocco gets dressed and we see stretched out the bloodied officer Sawyer (John Rodney).

5. Johnny Rocco 2:48 Assembled in the next room McCloud, Nora and Temple realize their guest is an infamous gangster who had been thrown out of the country. McCloud recounts Rocco's exploits as Temple's disgust intensifies. Most of this cue, utilizing the "Gangsters" motif, is dialed out in the final mix of the film.

6. Tough Old Bird 1:20 Temple won't be bullied and he steels himself from his wheelchair to take a swing at Rocco. The gangsters laugh raucously as Temple falls to the floor. Nora then violently pounds on Rocco's chest and scratches his face but is paid off with a loathsome kiss. A sad reading of "McCloud" is heard as Frank and Nora help Temple back into his wheelchair.

7. Whispering Ideas 1:01 This cue is as disturbing as the scene it accompanies as Rocco leans into Nora and whispers vulgar suggestions. After her revulsion can go no further she spits in his grinning face.

8. Face Off 2:01 Rocco gives Frank a chance to rid the world of Johnny Rocco by tossing him an automatic. But he faces him with a revolver. It will be shot for shot. Despite the urging of Nora and Temple, Frank resigns and tosses the gun. But the wounded officer grabs it and aims at Rocco. Sawyer inches toward the door and Rocco fires. Sawyer, hit, pulls the trigger but the gun is empty.

9. Worsening Storm 1:37 The electric lights fail and everyone is moved downstairs. Johnny's gal, Gay Dawn (Claire Trevor) heads straight to the bar but Rocco says nix to the lady lush. This cue begins with ominous rumblings and turns jazzy when Gay enters the scene.

10. You Were Rotten 2:18 Gay is promised a drink if she sings her old song "Moanin' Low". But Johnny tells her she was rotten and refuses to pay off. Steiner plays a pathetic reading of "Moanin Low" by Ralph Rainger and Howard Dietz. Frank heads behind the bar, pours a whiskey, and gives it to Dawn. After she thanks him, Johnny gives McCloud three hard slaps. As the storm rattles the hotel Rocco starts to sweat.

11. Hurricane 2:46 A tree crashes through a picture window as the hurricane hits full force. Waves reach the hotel, and the colossal winds and rain terrorize the unsheltered Seminoles whom Rocco had refused entry earlier. Eventually the storm passes and calm is restored. Steiner's music is turns violent with rising and falling flute passages to accent the turbulent brass.

12. Boat is Gone 6:37 The boat that Rocco chartered, anchored off shore, is gone and Rocco & company are now without transport to Cuba. Meanwhile, the Sheriff comes looking for Sawyer and finds his body outside the hotel. Rocco tells him that the Osceola brothers did it and Wade tears out after them. He finds them at the boat house and guns them down as they try to escape. The Sheriff takes the names of all at the hotel and then puts Sawyer's body in his car. As he drives off, Rocco's pal Ziggy (Marc Lawrence) arrives and they have an old-time reunion. Curly opens a bag and Ziggy inspects the caseful of counterfeit cash.

13. Exit Gangsters 4:29 The gang gets ready to leave with Frank forced to pilot Temple's boat to Cuba. Gay pleads with Johnny to let her come but he refuses. As she clings to him she lifts his gun and secretly hands it to Frank. The men board the Santana (later the name of Bogart's production company) and head out to sea.

14. The End of Rocco 1 :52 After shooting it out with Curly and the other henchmen, Frank manages to kill Rocco. Though wounded, he makes his way to to the steering panel, turns about and ties off the wheel. He then gets on the radio and phones in a mayday.

15. Heading Home / End Title 1:45 As Gay heads out with the Sheriff, the phone rings and Nora takes the call from Frank that he is back. She tells Temple then opens the window, throws open the shutters and lets in the rays of the early morning sun. Through the fog, Frank continues on to Key Largo and The End. This is one of Steiner's finest passages, beginning with tentative, tremolo strings that climb to major chord ethereality, transitioning to romantic, almost religioso solo violin, and concluding with a bold, heroic statement of the "McCloud" theme.

16. Trailer finale :23 The last (and surviving) part of Steiner's trailer score to KEY LARGO is heard as a coda.

FLAMINGO ROAD was the first reteaming of Joan Crawford and director Michael Curtiz since their colossal success MILDRED PIERCE. Robert Wilder wrote the screenplay, based on his novel (Wilder and his wife Sally adapted the book for an ill-fated play that had seven performances on Broadway). Playing opposite Crawford was steel-eyed David Brian and Warner Bros' weak-jawed casanova Zachary Scott. The immense Sydney Greenstreet laid on a southern accent to play the unapologetically corrupt sheriff Titus Semple. It was a steamy, surly narrative about small town politics and Steiner provided an appropriately blowsy and melodramatic score.

17. Main Title 2:22 Once again Steiner begins his score with a reprise of a late 30's prelude, this time from CRIME SCHOOL. Max has retitled this theme "Flamingo".

18. Lane Meets Fielding 1:26 This deleted cue was written for the first meeting of Lane Bellamy (Joan Crawford) and Fielding Carlisle (Zachary Scott) at a deserted carnival. Deputy Carlisle has been sent to attach the circus and Lane seems to be its only tangible asset. This music includes the motif "Lute Mae", a theme also reprised from CRIME SCHOOL that was supposedly named for a character who appears later in the film and for whom, perhaps, Max originally intended it to represent.

19. Lane's Front Porch 1:48 After a dialed-out portion, this cue continues with Lane and Field's theme, "If I Could Be With You (One Hour Tonight)" by Jimmy Johnson and Henry Creamer. Field takes Lane back to her tent and they sit on a detached bit of scenery steps. A mysterioso motif accompanies a headline announcing the arrival in Boldon of political boss Dan Reynolds.

20. Drive to Shell Springs 2:10 Field and Lane drive out to Shell Springs. After this dialed-out portion, the music continues as they sit by the water. As they get up to head back, they kiss and the scene fades. The next morning a postman (Garry Owen) reads a posted newspaper editorial decrying the influence of Titus Semple over Boldon and Fielding Carlisle.

21. Titus Orders Lane Fired 4:00 Pete (Tito Vuolo) gets a call from Semple ordering him to fire Lane from her waitress job. Fielding tells Lane that he is going to marry another girl. Pete then gives Lane the bad news about her job. Lane heads for the Palmer House to confront Sheriff Titus Semple.

22. Lane Tells Off Titus 3:59 Despite the overt threats of Sheriff Semple (Sydney Greenstreet), Lane tells him she's staying in Boldon and slaps him royally for emphasis. The opening violent chord progression is a recurring motif, "Titus". Later that evening, Lane is walking home when she is framed for arrest on a prostitution charge. After several days Lane inquires at the Cafe and Millie (Gertrude Michael), Lane's roommate, tells him she didn't come home one night and hasn't been seen since. Lane is seen next at the women's prison farm shooting the breeze with Blanche (Iris Adrian), who tells her to go to Lute Mae's Road House when she gets out. A dark, driving arrangement of the "Flamingo" theme is heard as now-candidate for Senate Fielding is seen arguing with his wife (Virginia Huston) on a train. Field is left alone with thoughts of Lane and Lane lies on her prison bed thinking of Lane.

23. Smoke-Filled Room :43 Dan Reynolds (David Brian) holding court at Lute Mae's when Lane comes in with drinks for the men. Reynolds violently protests Semple's standing up for Hospital Superintendent Peterson (Robert Strange), ignoring Lane as he smashes a whiskey bottle to make his point.

24. Hangover 3:14 The first minute of this cue, with a tipsy arrangement of "Flamingo" is dialed-out in the film and the first portion heard is a sliding sting as Dan swallows a whiskey sour given by Lane as a pick-me-up. We next hear "Lute Mae" as Dan and the lady get acquainted. After a splash of water, Dan discovers Lane is a very pretty girl. The cue ends with "Flamingo".

25. Car Ride :25 The opening glissando of this cue is replaced in the film with a horrendous slide-whistle effect, after which the music is heard as herein as Lane drives Dan Reynolds to his construction site.

26. Soda Pop :51 Dan and Lane enjoy a couple of bottles of pop. He tells her that he is going away for a while. They kiss. Dan tells Lane he is crazy about her and then asks "what's your last name?" The "Flamingo" theme gives way to a stately motif as the scene shifts to the state capitol. The last portion, a brief statement of "Flamingo" is heard as Dan drives up to his and Lane's new mansion.

27. Titus Comes to Tea 1:33 After "Lane" accompanies a comedy scene with the Reynolds' maid (Jan Kayne), "Flamingo" takes over as Dan and Lane enjoy afternoon tea. Lane's enjoyment is interrupted with Titus' unannounced arrival.

28. Lane's Hatred for Titus :53 Titus leaves and Dan asks Lane why she hates him so much. The cue ends as Titus and Fielding arrive at Dan's construction site.

29. End Title :45 Unfortunately, most of the music for the final three reels was not preserved and we conclude this score with the finale as Dan says goodbye to Lane, who is off to prison for shooting Titus.


30. A bad take of a portion of "Exit Gangsters".

31. Recording part of "Boat is Gone".

32. Recording part of "Finale".


33. Recording "Soda Pop". 34. Recording the last portion of "Lane's Hatred for Titus".


CAGED was an original story by Virginia Kellogg about a young woman who is arrested for helping her husband rob a filling station and is sent to prison on her first offense. The film has achieved cult status for its memorable characterizations, especially that of Hope Emerson as Harper, the head matron. The script is loaded with choice lines of dialogue and director John Cromwell got plenty of shock value out of the stark and often brutal situations. Steiner's score is alternately empathetic and hysterical and his jazzy finale is filled with ironic despair. As a musical dramatist, he was obviously affected and inspired by the visual and dramatic quality of CAGED. While even in 1949 some of the dialogue by the convicts and matrons must have seemed darkly humorous, Steiner remains serious with his musical approach. There is genuine pain, terror and tragedy in his score. As there were many post-preview changes to the film and music, we present the score as Max originally composed and recorded it. Two remade sequences appear among the bonus tracks.

1. Main Title 2:03 This recording of the main title was replaced by a very short cue that gave way to a police siren during the credits. This original version plays through the titles and the scene where the new inmates are taken off the paddy wagon. The last to get off is a young and terribly frightened girl, Marie Allen (Eleanor Parker). The main themes heard during this cue are "Caged" and "Marie".

2. Mug Shot and Isolation Ward 2:19 Marie has her mug shot taken and is put into the isolation ward. The isolation matron (Jane Darwell) tells Marie she her physical exam revealed she is two months pregnant. Another girl lies in a bed dying of tuberculosis. Next to enter is Emma (Ellen Corby), a veteran. The first part of this cue, "Marie", is a sad, almost pathetic theme with no optimistic qualities. "Isolation Ward" is played by tremolo strings with an alternate melody line played by bassoon.

3. Meeting the Superintendent 5:13 This deleted cue was written for the scene in which Marie is introduced to Superintendent Ruth Benton, although the structure suggests there was footage cut before the office encounter. Marie breaks down and confesses how terrified she is of the other women. Benton (Agnes Moorehead) is kind and understanding and is willing to help a young woman from making a second mistake. After a turgid reading of "Marie" and some apparent montage scoring we hear a solo cello begin "Mrs. Benton". After a sad, dissonant version of "Caged", the cello returns leading into a full reading of "Mrs. Benton". It is a reassuring motif, commensurate with the sympathetic portrayal by Ms. Moorehead.

4. Southern Belfry / The Routine 3:07 The first portion of this cue was deleted and was written for a scene where, after Marie is in bed on her first night and the lights are out, Georgia Harrison (Gertrude Michael) begins a growing cry to go home until she is hysterical and breaks a window with her fists. She is dragged away by matrons Harper (Hope Emerson) and Foley (Frances Morris). This is followed by a montage of prison routine in which Steiner's music includes cluster bells that take the place of an alarm that rings for each new task.

5. Anemia :47 Marie's chart shows a low blood count and anemia. Even getting down from her bunk is an arduous chore.

6. June Has Hope 1:58 June Roberts (Olive Deering) is getting ready for her parole hearing. She tells Marie how her husband turned her into a two-time loser. She tells Marie she's lucky her husband is dead. After a progression of triplets played against anticipating chords, "June" is played in minor key and, after being answered by "Marie", is returns via solo cello. The entire cue has a pathetic and foreboding tone.

7. They Flopped Me Back 1:55 The next day Harper brings a desolate June back to the bull pen, her parole denied. Later, as the girls play poker, June is inconsolable. They tell Harper that June should be watched. Harper ignores their warning. After painful chords we hear a lonely, tragic playing of "June" on cello, with the melody concluding sans resolution. The balance of the cue underscores the girls' concern for June and finishes with a deleted series of dangerous low chords as Harper enters dressed for a night out.

8. Suicide / Jailhouse Birth 1:53 Marie is in pain. She calls to June who is not in bed. She trudges across to another bunk, sits on a footlocker, looks up and sees June's body hanging with a fallen chair underneath. The shock sends Marie into convulsions and she winds up in the infirmary giving premature birth. The cue opens with a heavily dramatic "June", followed by a medley including "Phoning", "Mrs. Benton", "Pacing" and "Marie" accompanying a montage as Mrs. Benton takes charge of the emergency.

9. The Baby 2:04 Marie is brought to her baby in the infirmary and holds her for the first time. She is told that Warden Benton had them put only the name of the town on the birth certificate. After "Caged" we hear the theme for the baby, "Lullaby". Ann (Lynne Sherman) comes to tell Marie that her mother is waiting in the visitor's area.

10. Reluctant Grandmother :21 Marie's mother (Queenie Smith) violently refuses to take the baby and Marie dissolves into hysteria over the thought of it being put up for adoption. This cue accelerates the "Marie" theme from anxious to desperation.

11. Waiting for the Parole Board :49 This cue begins with declarative chords as Kitty (Betty Garde) assures the girls that someday she's gonna get her hands in Harper's hair and pull it out by the roots. We next see Marie in the ante room waiting for her parole board hearing.

12. Parole Board Hearing 1:59 This cue was deleted entirely and was written for Marie's plea to the parole board. She insists that she can live with relatives and get a job but despite Benton's favorable recommendation the board chairman (Charles Meredith) rules that Marie must wait for another hearing sometime in the future.

13. Madness and Escape Attempt 1:06 As Marie sits in shock over the ruling the alarm bell rings sending her into a fit of hysteria. She runs through the halls out the prison yard door and tries to climb over the wall, grabbing a fistful of barbed wire. She is pulled down and eventually brought back to the bull pen with her hand bandaged.

14. Solitary Confinement 3:16 With her hair shorn, Marie is thrown into solitary for starting a cell riot after hiding a stray cat. As she enters the hole, Kitty is brought - out badly beaten by Harper. Over the next three days she grows ever more desperate and is haunted by memories. This scene was edited after preview and the cue was altered. The film version is among the bonus tracks.

15. Kitty's Revenge :36 Marie is sitting in the mess hall next to Kitty. As Harper walks past Kitty grabs a fork and stabs her in the chest repeatedly. With every plunge of the fork Marie urges Kitty "Kill her! Kill her! Kill her!" She then leads Kitty calmly away from Harper's body.

16. Parole Granted 1:25 After a wised-up Marie agrees to join forces with Elvira Powell (Lee Patrick), Powell's friends arrange for a parole. Marie picks up her belongings, looks at her wedding ring and tosses it in the trash can. Her parting words to matron Foley are "Thanks for the haircut." She then goes to Benton for a final meeting. Eleanor Aller's woeful cello returns as Mrs. Benton reviews Marie's file and mug shot. The frightened girl in the photo is replaced by the hard, wised-up woman who walks into the office.

17. "She'll Be Back" 2:13 This cue is primarily made up of a composition Steiner titled "Free". Marie leaves Benton, heads outside and out the front gate. To the jazzy sounds of brass and woodwind she is met by three men in a sedan, made comfortable and they drive off. Benton watches from her office. When her secretary asks about Marie's file Benton replies "Keep it active - she'll be back." After a brief reprise on cello of "Marie", followed by "Benton" - heard here but deleted in the film - we go to a boldly tragic final statement of "Marie" for THE END.

18. Trailer Score 2:13 The original trailer music to CAGED, composed by Steiner from themes and motifs in the score.

THE UNFAITHFUL was a remake of Warners' 1940 version of Somerset Maugham's THE LETTER. The original screenplay was by David Goodis and James Gunn and there were apparently enough situational changes that screen credit to Maugham was deemed unnecessary. The pre-production notices described it as a "post-war drama about martital adjustment". This was one of the studio's specialties during the late 40's and early 50's - dusting off prior hits and masquerading them enough so as to promote them as new stories. The location is lifted from the rubber plantation of Singapore to southern California. Max Steiner's score for THE LETTER (BYUFMA118) was a miracle of exotic texture and oriental intrigue. THE UNFAITHFUL obviously called for a wholly different approach and Steiner created an urban treatment with oppressive motifs. The main theme, "Unfaithful", is an ominous cascade, a bi-linear melody of which Steiner alternately emphasizes either the legato or the staccato line depending on the scene.

19. Main Title 1:56 The title music, "Unfaithful", is played over a shot of the house that is to be the setting for the tragedy that will unfold. The music brightens ("Beverly Hills") as we pan to see a wide California street with a sedan driving up and Chris Hunter (Ann Sheridan) being told her husband is phoning long distance. This latter motif is titled "Chris".

20. The Attack 1:45 Chris drives home from a party. As she parks her car a stranger is seen lurking in the shadows. As she is about to enter the house the music switches to an aggressive arrangement of the vamp portion of the "Unfaithful" motif and the lurking man approaches, places his hand over her mouth, pushes her inside and we see a violent struggle in silhouette through the curtains. A scream and several crashing sounds are heard as the lights go out.

21. Comforting Husband 2:56 After telling the police about the killing, Chris is consoled by her husband Bob (Zachery Scott). Later, a woman (Marta Mitrovich) buys a newspaper and gets on a streetcar. She reads the story of the killing and is startled to learn the victim had letters addressed to Michael Tanner. This aggravated section was titled "Tanner" by Steiner. As the cue ends, Chris, Bob and their attorney Larry Hannaford (Lew Ayres) are seen entering City Hall.

22. Extortion 1:56 Hannaford storms out of the shop of Martin Barrow (Steven Geray), who has just offered to sell Hannaford a bust sculpted by Michael Tanner of Mrs. Hunter. As Barrow contemplates his next move the scene switches to Hannaford's office and he instructs his secretary (Mary Field) to get his client on the phone. Later, Chris arrives at Hannaford & Maguire. The "Attorney" motif heard briefly in this cue was originally written by Steiner for Paul Henreid's character in CASABLANCA.

23. Chris Visits the Art Gallery :30 After confessing to Hannaford that she knew and posed for Tanner, Chris visits Barrow's shop to try and buy the bust.

24. The Widow Has the Sculpture 1:39 Barrow informs Chris that after Hannaford's threats to expose him as an extortionist he turned the sculpture over to Tanner's widow. Chris returns home depressed. She recoils as she stares at the spot on the rug where Tanner's body had laid.

25. Larry Investigates 2:35 The first part of this cue is "Attorney" as Larry Hannaford goes back to Barrow's shop but it is locked. Meanwhile, responding to an anonymous letter Bob arrives at McArthur Park to meet his unknown correspondent. Barrows, feeding the ducks, waves to Hunter who takes him to see Mrs. Tanner.

26. Unveiling 4:58 Barrow reveals the bust of Christine and after offering piteous comfort he is attacked by Hunter. Bob relents, however, and slowly walks down the stairs and out the lobby of Mrs. Tanner's apartment building. A detective passes and looks back at Bob. He then walks over to Lt. Reynolds (John Hoyt) and informs him of Hunter's visit. Long, dark chords are heard as Bob returns home to confront Chris. He prepares for the chore by pouring a drink as Chris comes downstairs. The final portion of this cue, an escalating series of intense chords that culminates in Chris's inability to deny the truth was deleted from the final mix of the film.

27. Arrested For Murder 1:56 The "Tanner" theme is heard as headlines tell of Christine's arrest for murder. What follows is a montage of reporters and gossip gadflies, culminating in a mad rush of spectators filling the seats of the courtroom. The trial ensues with prosecutor (Jerome Cowan) and attorney Hannaford examining and cross-examining witnesses. The music ends sharply as Chris takes the witness chair.

28. Chris Found Innocent 2:32 Chris is acquitted but there is no joy as Larry Tells Bob that she is upstairs packing and will be staying out of town with her sister. Bob seems not to be anxious about rushing into divorce and Chris is resigned to whatever consequences she must face. Larry decides to take a hand at trying to save what might be a salvageable marriage.

29. Reconciliation and Finale 2:02 After a reasoned and somewhat impassioned speech by Larry, and despite her insistence that she could never again be trusted, Chris and Bob come to agree that they could at least talk about staying together. Larry leaves them together, Bob lights a cigarette, the lawyer drives off and we are at THE END. The cue is comprised entirely of "Unfaithful" and it progresses from its original minor key form to an optimistic major key resolution for the finale.

30. Trailer Score 2:25 The original trailer music to THE UNFAITHFUL was composed by Steiner from themes and motifs in the feature score.


31. The remade main title, in which the "Caged" theme ends with a sustained chord that is overtaken on the soundtrack by the paddy wagon siren.

32. Recording the prison montage portion of "The Routine".

33. Recording "Reluctant Grandmother".

34. Recording a discarded arrangement of the "dripping" music from the remake of "Solitary Confinement".

35. The remade "Solitary Confinement", in which Steiner takes his cue from the dripping water faucet and musically dramatizes the torturous passage of time.

36. Recording "She'll Be Back".


37. Recording "The Attack".

38. Max is unsatisfied with this take of "The Widow Has the Sculpture".

39. Trying again with "The Widow Has the Sculpture".

40. Another unsatisfied take, this time "Reconciliation and Finale".



1. Main Title 1:38 BACKFIRE was a 1950 release starring Virginia Mayo and Gordon MacRae. The bulk of the score was written by Daniel Amfitheatrof but the main theme "Somewhere in the City" was composed by Max Steiner. Steiner also composed and conducted the main title which includes the "City" motif.


2. Main Title 1:50 THE BREAKING POINT was Michael Curtiz' remake of Ernest Hemingway's TO HAVE AND HAVE NOT. While the Bogart-Bacall starrer was more of a financial success, Hemingway stated that THE BREAKING POINT was his favorite of all film adaptations of his works. The film is almost completely devoid of thematic underscoring. The Main Title is one of only three cues of non-source music.

3. Fishermen 1:03 This cue features brief underscoring as Harry Morgan (John Garfield) shoves off with a fishing party headed toward Mexico. As they arrive in waters south of the border the music transitions to "Flor de Lis" by Ernesto Lecuona.

4. Finale 2:39 Harry's wife Lucy (Phyllis Thaxter) is by his hospital bed and she promises to stay with him always. The music is sweet during the reunion and turns morose as Harry is taken to the ambulance. As the ambulance leaves, young Joseph (Juan Hernandez - son of Juano Hernandez) looks around for his father. But Wesley's body was dumped at sea and the boy is left alone at THE END.

LIGHTNING STRIKES TWICE is a psychological thriller with Richard Todd winding up a three-picture deal with Warners and co-starring studio starlet Ruth Roman and radio star Mercedes McCambridge who had won the 1949 supporting actress Oscar for ALL THE KING'S MEN. The picture was directed by King Vidor in much the same heavy-handed manner as his Bette Davis melodrama BEYOND THE FOREST. While the film is certainly no classic of the genre, it had enough mystery elements to be a moderate box office success. In some ways, the film is a southwest version of REBECCA, with Roman falling in love with Todd who is under a cloud of suspicion for killing his wife. Steiner's music is alternately lyrical and brash. It is evident that the composer felt that the rather tepid histrionics on screen needed emphasis from the soundtrack. The score is a typical example of Max's energetic approach even to uninspired material.

5. Main Title 2:06 The main titles portion of this cue is an aggressive reprise of Steiner's opening to his 1942 score for IN THIS OUR LIFE with orchestral crashes added to accompany the onscreen lightning bolts. The last portion of the cue is a dirge as Father Paul (Rhys Williams) is admitted to see condemned convict Richard "Trev" Trevelyan (Richard Todd). This motif is a reprise from Steiner's 1938 score to ANGELS WITH DIRTY FACES wherein James Cagney walked the "last mile". Steiner reprises this motif later in the score in more anxious renditions.

6. Stay of Execution 1:18 Trevelyan receives word the Governor has granted a stay of execution pending a new trial. We next see conflicting headline mock-ups as an editor (Leo Cleary) is notified that the jury is deadlocked.

7. No Word from Trev :46 Trevelyan's friends J. D. (Frank Conroy) and Myra (Kathryn Givney) Nolan are worried that they've had no contact from Trev since his release. The next morning, Mrs. Nolan awakens a guest at her hotel, Shelley Carnes (Ruth Roman), who is from New York enroute to Tumble Moon Dude Ranch. The cue opens with "Trev" played by the woodwinds and then switching to strings playing Shelley's "Driving" motif.

8. Driving to Tumble Moon :35 Later that day Shelley drives Mrs. Nolan's car to Tumble Moon, stopping in Claiborne for gas. Here the "Driving" motif is complimented by "Shelley".

9. Sleeping Behind an Unlocked Door 1:19 Her car stuck in the mud during a violent storm, Shelley has taken refuge in an empty house where Trevelyan has also stopped. He tells her who he is and she turns in for the night on a couch in a side room. Trev opens the unlocked door and slowly approaches, then lays a blanket over her. This cue is comprised almost entirely of the "Shelley and Trev" theme.

10. Arrival at Tumble Moon 1:48 After promising Trev not to tell anyone she has seen him, Shelley arrives at Tumble Moon and, after finding the place nearly deserted discovers Liza (Mercedes McCambridge) and String (Darryl Hickman) in an adobe kitchen.

11. One of You Must Have Lied! :52 String lashes out at Father Paul, who testified against Trev, and Liza, who lobbied for his acquittal, and charges that one of them must have lied. Steiner goes into full melodramatic mode here by employing the Hammond organ, perhaps as a subtle nod to McCambridge's radio popularity.

12. Sanctified Picnic 1:44 After Father Paul's monthly mass, the local Chicanos hold a picnic on the chapel grounds. Shelley asks Father Paul if he believed Trev was guilty of his wife's murder. Father Paul tells her he has no opinion, only knowledge of certain facts. The scene is accompanied by a traditional Mexican folk song, "Chiapenacas", played by solo guitar.

13. Father Paul's Recollection 1:32 Father Paul recounts to Shelley the day he drove up to Trev and Lorraine's ranch and found him burying something. He drove to the house and heard Lorraine's dog whimpering. Going inside he discovered Lorraine's body. When he questioned Trev, Trevelyan replied "She must have fallen out of bed and struck her head on the post", a story that never changed. This cue begins with dangerous Latin rhythms and transitions to a sad solo violin as the priest makes his terrible discovery.

14. The Drug Store 2:27 "Trev" is heard as Trevelyan enters the drug store where Shelley is buying supplies for Liza. The locals all stare as he makes his way to the pharmacy counter. Shelley walks up to him but Trev walks past her and out the door. As Shelley is looking around Liza catches up with her. Liza explains the town's contempt for her as payback for preventing Trev's conviction and cheating them out of an execution. Later, Shelley rides one of Tumble Moon's horses over to the house where she met Trev.

15. Pedro Points the Way 4:27 Shelley tells Pedro (Nacho Galindo), Trevelyan's caretaker, that she is Trev's friend and wants to see him. Pedro directs her to the old canyon where she will find him. She rides out to find him. Shelley nearly falls off a ledge as she climbs around the rocks to join Trev. She rights herself and tells Trev that she believes he is innocent and is going to try and find out what really happened the night Lorraine was killed. Trev warns her off as he wants the case to stay closed.

16. Rescue 2:54 Heading back, Shelley is paralyzed with fear on the ledge and Trev makes his way to her, lifts her behind him and leads her to safety. They embrace and kiss, then Shelley heads back to her horse obviously troubled and confused. Back at Tumble Moon, she packs her bag and goes to tell Liza she's leaving.

17. Shelley Drives to Confront Myra 2:03 After Liza tells her what a tramp Lorraine was, Shelley loads into Myra's car, checks her map and heads for the NbarT (Nolan-Trevelyan) Ranch. Waiting to see Myra, Shelley wanders into the living room where there is an oil portrait of Trev over the fireplace.

18. Bar-B-Q. 3:09 Shelley decides to stay on at NbarT and meets Harvey Turner. Myra fills her in on Harvey's qualities and Harvey does his best to fill in the rest. This piano and accordion source cue is a traditional Spanish folk song.

19. Doing 70 in the Wrong Direction 1:10 After the party, Harvey drives a reluctant Shelley to his house "for a nightcap". Frightened of Harvey's talk about "the end of the story", Shelley runs from him and right into Trev's arms.

20. I'm Crying Because You're Leaving 3:29 Trev tells Shelley that Harvey has arranged for a job and that he is leaving at the end of the week. They confess their love for each other and Shelley asks Trev to take her with him. He wants to be sure she won't be afraid. He drives her back to the NbarT to get her things. As she enters the house Myra is waiting for her.

21. I'm Wrong and I'm Relieved 1:35 Myra gets the mistaken idea that Shelley is going to marry Harvey. She thought the girl had met and gotten to know Trev but that she was wrong. Shelley tells Myra maybe she is wrong about Trev and that Liza believes in him. Myra explains that is because she is in love with him. As Schubert's "Ave Maria" is heard, the scene changes to a Justice of the Peace marrying Trev and Shelley.

22. Broken Doorknob 1:55 It is time to retire and Shelley is nervous. She finds the doorknob is broken and asks Trev to open the door so she won't feel shut-in. He does and they embrace happily. Shelley jokes about when she was an actress playing Desdemona how she got tired of being murdered every night. She apologizes and they agree there will be much they will have to forget.

23. Shelley's Tortured Thoughts 2:14 Shelley starts thinking about what Myra said about Liza's judgment - a woman in love. She becomes terrified that she has misjudged Trev and that he might now kill her. As she cowers on her bed Trev walks in, raises his hand and comes down violently. As Shelley darts away we see his hand swiping at a spider. She confesses her fear and tells him she is going to Liza. As she slams the door shut, the broken knob comes apart with the shaft falling on the outside of the room. Trev uses the fire poker to open the door but by the time he gets downstairs Shelley has driven off. He runs back into the house and phones Harvey to bring him to Liza's.

24. Liza's Confession 2:15 Liza confesses to String that she killed Lorraine. String stops himself from bashing her with his cane and decides that they must both run away. As Liza tries to collect herself, Steiner plays cascading strings against the melody line, highlighting Liza's increasing descent into madness.

25. Liza Attacks Shelley / Escape and Finale 5:37 Shelley arrives at Tumble Wood to get the truth from Liza, who at first tries to make her think that J.D. killed Lorraine. But she slowly reveals her obsessive love for Trev and Shelley realizes that Liza is the guilty one. Liza lunges for Shelley and begins to choke her when Trev and Harvey arrive. As Shelley screams Trev kicks in the door and Harvey pulls Liza away. Up until this point the cue has been omitted. It dials in when Liza reveals that Harvey was with Lorraine the night she killed her. She runs and Trev follows but Liza gets to her car and she and String drive away. They elude a motorcycle cop but when Liza sees headlights approaching she screams (actually one of Fay Wray's screams from THE MYSTERY OF THE WAX MUSEUM) and turns the wheel, sending the car crashing off an embankment. Later, Father Paul returns from the wreck and tells J.D. that Liza confessed before she died. Trev and Shelley drive off to THE END.


26. "Shelley" theme played on guitar 2:39 Probably intended as source music

27. Picnic source cue - alternate arrangement

28. LIGHTNING main title take

29. Stay of Execution take

30. Recording "Shelley Drives to Confront Myra".

31. Eleanor Aller has problems recording "I'm Crying Because You're Leaving".

32. Another take of "I'm Crying Because You're Leaving".

33. Recording "I'm Wrong and I'm Relieved".

34. Recording "Escape"

35. Eleanor comments after recording "Finale".


36. This was Steiner's original "Main Title" for THE BREAKING POINT.