How John Williams Struck Back

The composer had an impossible task with the follow-up to 'Star Wars' but he was certainly up to the challenge.

Yoda in The Empire Strikes Back
Lucasfilm

Welcome to Franchising the Score, a column that will explore countless musical scores from all of your favorite movie franchises. We’re starting with maybe the most famous of all, so strap yourself in while we make the jump to hyperspace and travel back a long time ago to a galaxy far, far away…


In 1977, Star Wars succeeded against the odds. Three years later, its first sequel dealt with larger stakes and fiercer battles, the production essentially mirroring the scope of the film’s plot. However, this mighty struggle resulted in a larger canvas and a deeper appreciation of what drove the narrative of a galaxy far, far away. And musically, it was off the charts.

The Empire Strikes Back is often named as one of the greatest film scores ever composed. John Williams‘ music adds further mythic tones to the swashbuckling adventure of the first score while allowing more depth to the character arcs and suggesting a larger connection with the mystical power of the Force. The narrative not only splits up the trio of Luke Skywalker, Han Solo, and Leia Organa but also provides a greater focus for the antagonistic force of Darth Vader, now in full control of the Empire’s war machine. Because of this, extra care was needed from the composer to swiftly move between the characters and their desperate situations without confusing the audience.

“I’m beginning a little further ahead of myself than is usual,” Williams states in an archival quote from J.W. Rinzler’s book The Making of The Empire Strikes Back, “because the score will reprise some music from Star Wars. With that as a basis, I want to try to develop material that will wed with the original and sound like part of an organic whole; something different, something new, but an extension of what already exists.”

Meanwhile, director Irvin Kershner, who was recruited after George Lucas‘ stressful experience on the first movie, had put together a temp track for the spotting session, where he and Williams sat down with Lucas, music editor Ken Wannberg, and head of Fox Music Lionel Newman to view the latest cut. Incidentally, Newman was the brother of the great Alfred Newman, who had composed the iconic 20th Century Fox fanfare that would open the first six episodes of the saga. The fanfare that preceded Star Wars had been recorded in 1954 for the Marilyn Monroe and Robert Mitchum picture River of No Return and included a coda for the “A Cinemascope Production” title card that debuted on that film as part of the Fox logo. According to Larry Blake of Mix magazine, Star Wars‘ fanfare was taken directly from a print of River of No Return and, as a result, did not sound particularly great; subsequently, it was given a fresh modern recording for The Empire Strikes Back.

Empire will require 107 minutes of underscore,” Williams continues in Rinzler’s book. “You could say it’s the equivalent of several Lisztian tone poems. There is a new theme for Yoda, which begins in a kind of piquant way and develops into a more profound, nobler piece. There will be a Love Theme developing from the love interest between Princess Leia and Han. There will be a new piece of music for Darth Vader, who plays a more important role in this film. In Star Wars, he had what you could call a musical fragment, but in the new picture there will be a Grand Imperial March.”

Forty years later, that “Grand Imperial March” has become shorthand for any figure with the slightest of dark sides thanks to pop culture’s use of the theme (example: its underscoring of Mr. Burns in the 1992 Simpsons episode “Marge Gets A Job”). And why not? “The Imperial March (Darth Vader’s Theme)” is a relentless death stomp of a theme that perfectly characterizes not only what the audience feels about Lord Vader, but what his employees do as well — The Empire Strikes Back is known as a more serious movie, but the picture is still filled with humor, especially with the nervy officers in Vader’s fleet who are forever wondering if their windpipes are his next target.

“Darth Vader, I think, is one of his [George’s] great creations,” Williams says in the 2010 Blu-ray featurette A Conversation With The Masters, “and his music should be certainly militaristic, and certainly a march, and certainly in a minor key, and certainly coming at you with a repetitive and powerful declamatory force. The brass should be right in your face, the way Darth Vader is.”

There are two parts to the theme, the main melody and the ostinato that precedes it. The ostinato is essentially Vader’s musical red carpet; it’s the announcement that he’s on his way and that everyone needs to straighten up and stand to attention, as illustrated in the scene of the gathering Imperial fleet that introduces it. The ostinato plays over the abstract shot of the Star Destroyer’s tower moving overhead. As the main melody enters, one of the huge ships is dramatically engulfed in shadow, which of course is the dark lord’s gargantuan command ship, where Vader himself is casting an eye over the fleet.

By contrast, Yoda’s theme reflects the wisdom of the diminutive Jedi Master. Williams recollects in the Blu-ray featurette that the character “could be portrayed musically in a very direct and very lyrical way. Yoda’s theme is a very simple little tune and moves around in a youthful way. His character and his speech suggested the innocence of real wisdom, and the true wisdom that Yoda seemed to always offer was reduced to essentials, and to true simplicity.”

Yoda’s theme in its original setting is played as a gentle melody befitting a teacher who is the quintessence of “size matters not.” It reflects Yoda’s inherent power and control, the latter of which is something Luke needs to learn, and Williams uses the theme in a subversive manner when the character is first introduced to us. Yoda sneaking up on Luke is the student’s first test, with the music reflecting his appearance as a mischievous little critter. While most of that introductory cue, “Luke’s Nocturnal Visitor,” was not used in the film, Williams’ approach can still be heard on the soundtrack album, with an appropriately playful inclusion of Yoda’s theme followed by the more mysterious version of the theme that appears in the final film.

The third major new piece is a love theme for Han and Leia. This theme has a direct evolution from “Princess Leia’s Theme” and shares the same sense of grace and lyricism, with the romanticism pushed up to eleven (it also shares the first two notes). It’s a gorgeous, sweeping melody and it unfolds in the film to match the curve of their love affair. Surprisingly, the first appearance is when Luke and Han talk over the comlink at the beginning of the film; it then appears later in scenes at the Rebel base. These little snatches continue until the Mynock cave sequence when they first face their feelings on the Millennium Falcon. The main melody begins fifteen seconds in and builds during their conversation up to the kiss a minute later.

Williams also introduced several secondary themes for the film, with a jaunty motif for R2-D2 and C-3PO, a threatening bassoon passage for the bounty hunter Boba Fett, and a sprightly and braggadocio melody for the charismatic Lando Calrissian and his Cloud City, while also bringing back the main themes from Star Wars. As with all of the films, The Empire Strikes Back opens with Luke Skywalker’s theme, and Williams also finds room for Princess Leia’s theme, the Rebel Fanfare, and of course, Ben Kenobi’s theme, aka the music of the Force.

Rinzler’s book also shares an anecdote from the scoring sessions with the London Symphony Orchestra, with actor Mark Hamill stating, “The main titles are my theme…the only reason I say that is because Carrie [Fisher] pointed to the Star Wars album and said, ‘Look, Mark, here’s ‘Princess Leia’s Theme,” and stuck out her tongue at me. Not that we’re not mature adults, but I pouted for three days thinking, ‘Where’s my theme?'”

While the recording sessions in London were completed near the end of January, there was still plenty of work to be done in the editing suite. Several sequences were excised from the film, including more training scenes with Yoda and Luke and an entire subplot involving the Hoth wampa creatures running amok on the Rebel base. Due to this and other choices by the creative team, around twenty minutes of Williams’ music went unused in the film while other pieces were “tracked,” which is where a piece of music is either moved or copied from its original place in the score and edited into a different scene. For example, the first piece of music heard in the film’s last scene as the Rebel fleet gathers is reused from the earlier scene with Yoda where he lifts the X-wing from the swamp on Dagobah.

With a score like this, it can be hard to pick out individual moments; however, there is a trio of scenes that benefit hugely from Williams’ music and his ability to emotionally heighten sequences. The first involves the famous sequence where Han Solo manages to outwit the pursuing Imperial forces by leading them through a deadly asteroid field. Williams scores the might of the Empire using a huge rendition of “The Imperial March” before commanding the strings to create a great sense of movement for the fast chase between the Falcon and four TIE fighters, with not only the speed of the playing but also the scale of the notes providing an astonishing sense of dimensionality as Han narrowly avoids disaster, with the enemy pilots not so lucky. A surging motif for the smugger’s spectacular skills is then introduced, brash enough to reflect Han’s smugness but with a sense of purpose that underlines his ability to match his mouth with his talent.

This scene also illustrates the difference between Williams’ action scoring and what is known as “mickey mousing,” as described in 1946 by Warner Bros. animator Chuck Jones in the magazine Hollywood Quarterly. Mickey mousing comes from the early years of cartoons, which saw the heyday of composers such as Carl Stalling (Looney Tunes) and Scott Bradley (Tom and Jerry), and refers to when the composer synchronizes the score with the action on screen, something that can be distracting in live-action but can work spectacularly in animation. Mainstream Hollywood music — and John Williams in particular — has often been described disparagingly using the term, but a study of the scene shows Williams’ intent in scoring it from Han’s perspective, with Harrison Ford’s expressions and the music matching Lucas’ concept of Star Wars as a silent movie.

A perfect example is when the Falcon‘s hyperdrive fails; you see Han’s expression change from smug to confused and as a result, the streaking violins increase desperately in pitch in light of the setback. When they encounter the asteroids, Han’s focused face is matched by the rising brass, describing both the tight spots that Han is used to getting out of and the sheer lunacy of his plan, but as he pulls off even greater skills to get rid of the remaining fighters, his feats are accompanied by a more romantically set reprise of the surging motif. His success is then completed with a delicate appearance of the love theme, signifying the place his audaciousness and skills have in the evolution of his relationship with Leia.

Continuing with Han and Leia’s relationship, the sequence where Han is frozen in carbonite shows us the height of the emotional stakes in the film, and how they’re enhanced beautifully by Williams’ score. As Han, Leia, Chewbacca, and C-3PO are led into the chamber, “The Imperial March” rings out as a foreboding measure, and after a blast of brass, as Chewie tries to save Han, a strangely calming rendition of Vader’s theme is played as stormtroopers cuff the Wookiee. However, this also contains a measure of hope, from Han telling Chewie to look after Leia, and insinuating that “there’ll be another time,” to the Love Theme.

What Williams cleverly does is create a segue from “The Imperial March” to the Love Theme using the first two notes of Luke’s theme, further embedding the message of strength and optimism, the dark side to the light. Williams then uses a powerful and full-blooded reading of the Love Theme, primarily on strings, which underscores both Leia and Han’s kiss and dialogue exchange. As Han says “I know,” the Love Theme is reprised tinged with brass that gives it a tragic feel, with the orchestra rising to a truly operatic tone as Han is lowered into the depths of the machine. As the smoke clears, “The Imperial March” appears played by the very top of the brass, and as the slab of carbonite is lowered and slammed onto the metal floor, a subdued and doom-laden Love Theme is played, almost as if it’s given up. That this is the end.

Williams’ approach to the swamp world of Dagobah was a decidedly different direction from the other locations, with the planet full of life — none of it human — and surrounded by an unsettling atmosphere that would be revealed later as a part of the Force. The scene where Luke attempts to lift his crashed X-wing out of the swamp is the most crucial of the film as Yoda explains his philosophy of the Force, unlocking a greater understanding.

Luke’s failure to lift the ship is at the center of this understanding. After he fails, Williams uses a downbeat and fraught reading of his theme on low brass and plucked strings to reflect his mood, which is then countered by a beautifully clean and pure rendition of the Force theme as Yoda explains their place amid the energy field. For a moment, we’re spellbound, but Luke is unconvinced, with beautiful but fragile strings underlining this crucial moment in the training before everything is reduced to silence.

But from that, “Yoda’s Theme” emerges and swells to a grand statement as the ship is drawn from the water and landed safely. The theme then returns to its quiet and gentle beginnings as the Jedi Master breathes deeply, but it slowly changes tone before the film cuts back to the fleet, reflective of Luke and Yoda’s dialogue.

LUKE: I don’t believe it.
YODA: That is why you fail.

The Empire Strikes Back opened on May 21, 1980, and like its predecessor smashed the box office. While reviews were mixed initially, the film’s reception soon changed to the point where it’s not only considered the best film in the saga, but also one of the best sequels ever made. John Williams was again nominated for an Academy Award, but this time he lost out to Fame; however, he did win a BAFTA and a Grammy.

But by far the best thing he can take from the film is that his theme for Darth Vader is as legendary and iconic as any other piece of film music, whether it’s sung by little girls or Gabe the American Eskimo dog. And it’s clear to see how much his score enhances the emotional landscape of The Empire Strikes Back. And on May 4th of this year, the famous classical label Deutsche Grammaphon announced a new album consisting of recordings of Williams’ recent concerts at the Musikverein in Vienna, with the Wiener Philharmoniker. The first track previewed?

“The Imperial March.”

Freelance writer and podcast from the home of Tom Jones. Loves film music, cuddling, and the cinema of Lucio Fulci.