The Americanization of Emily

FSM’s release of three scores for three Johnny Mandel scores to M-G-M films released in the 1960s features a 32-page booklet with movie artwork and an essay about the films and scores by Deniz Cordell that incorporates comments by the composer from a new interview. The length of our customary track-by-track analysis of the music, however, exceeded the space available in the CD booklet, so we have made that available here online at and freely accessible to all. Please use the links at right to navigate among the three films. (The notes are also available in PDF format for easier printing.)

The Americanization of Emily (1964) is a war (or, arguably, anti-war) film starring James Garner as an American Navy attaché (and self-described coward) during World War II. He falls in love with a war widow, Emily, played by Julie Andrews, even through their philosophies conflict. The film blends drama, romance and satire in a way seldom achieved with such success. Johnny Mandel’s score is an absolute gem, featuring a lovely waltz theme for Emily (given lyrics by Johnny Mercer and recorded as “Emily,” although the vocal version does not appear in the film), charmingly ironic military music and heartfelt dramatic scoring.

Mandel’s score to The Americanization of Emily appeared on LP as Reprise Records RS-6151 but never before on CD. This digital premiere has been newly remixed from the original 35mm three-track scoring elements as well as a ½″ three-track copy of the album master. Tracks 1–14 feature the complete score—not exactly as heard in the film, but featuring the most extensive versions of each cue. To listen to the 1964 LP presentation, program these tracks: 1, 2, 9, 4, 6, 17, 11, 7, 5, 13 and 18. This will replicate the vinyl program with two exceptions: the “Main Title” (track 2) here is unedited, whereas the album removed a passage (1:14–1:54); and the LP overlapped the cues “Emily’s House” (track 7) and “I Am a Prig at That” (track 5) into one selection called “The Next Day.”

Disc One

1. Emily
The CD begins, as did the LP, with the song arrangement of the “Emily” theme (unused in the film), complete with Johnny Mercer’s sublime lyrics. Mandel cleverly uses the three-note fingerprint of the theme as both melody and counterpoint, with the choral work steeped in lush jazz harmonies.
2. Main Title
The film’s main title sequence is a charming piece of “hustle and bustle” as Lt. Cmdr. Charlie Madison (James Garner) arrives in London on a “crucial” mission: pampering the Navy admiral for whom he works. Mandel scores this action with an intentionally “stuffy” (the composer’s word) military march that is simultaneously straight-faced and scoffingly tongue-in-cheek. Naval personnel exit an airplane as a mysterious opening leads into ominous snares and brass, hinting at the main theme in the French horns opposite a clever riff on “The British Grenadiers” (a famous British military march), gradually leading into Mandel’s march as the title of the picture appears. Mandel cleverly weaves light variations (primarily for woodwinds) on the “A” and “B” march themes under dialogue interludes while the film introduces Charlie and his milieu. As Charlie moves across an airport tarmac, in and out of cars, and through a hotel kitchen, Mandel synchronizes jarring chime accents to the pats on the rear end Charlie gives his female underlings.
Contrary motion in the French horn counterpoint lends a classical, proper feel to the work, and chattering trumpet triplets add to the comically straight-laced intent. Constant rhythmic movement keeps the work propulsive even in its quieter moments, and a frantic flutter-tongued flute and harsh trumpet figure accompany Emily (Julie Andrews) slapping Charlie across his face (in response to of one of his pats). Mandel uses several comic instrumental ideas, including a “laughing trombone,” as well as whole-step dissonance to keep these interludes light. A text scroll extolling the virtues of “dog robbers” (military men who, like Charlie, procure various goods for upper brass) is accompanied by a quicker rendition of the march.
3. Supply Depot
A clarinet lick leads into the march’s “B” theme as sailors load Charlie’s car with supplies for a military soiree. The music continues while Emily drives Charlie back to the hotel; screenwriter Paddy Chayefsky’s dialogue works with precision, immediately establishing the confrontational nature of their relationship. The conclusion of the cue recalls the rhythmic ostinato from the end of the “Main Title.”
4. Your Limping Commander (Faking Wound)
Mandel juxtaposes Emily’s theme and the martial theme under a bed of string harmonics as Charlie feigns a limp in an attempt to convince Emily to attend a party. A mildly swung version of the march represents Charlie’s sly, conniving nature. The use of the military motives in a more lighthearted style works to downplay any seriousness (just as Charlie does), and the remainder of the cue deals with more sensitive scoring as Emily rejects Charlie’s offer. (“Faking Wound” was the track title on the Reprise LP.)
5. I Am a Prig at That
Emily talks to Sheila (Liz Fraser), one of her barracks mates, about her unerring ability to become romantically involved with people who are close to death, while this cue enters in over the source music “At Last” (track 19). A celesta treatment of the “Emily” theme—the first in the score—makes its appearance as she decides to attend the party. (The party sequence is scored with source music: see tracks 20–23).
6. Surprise Surprise
After the party, Charlie attends to Admiral Jessup (Melvyn Douglas), then goes to his bedroom—where he finds Emily waiting for him. Against a close-up on Charlie, a languorous solo flute performs the “Emily” fingerprint (indicating that he sees her before this is revealed to the audience). The camera dances around them to a lush treatment of “Emily,” with celesta providing crystalline counterpoint, as they roll around on the bed, kissing. Suddenly, Jessup bursts into the room to announce, “The first dead man on Omaha Beach must be a sailor.” Here, Mandel performs an incredible musical feat, first capturing Jessup’s madness with static, chattering woodwinds, and then underscoring the awkwardness for the two lovers by transitioning into a charming dance for English horn and flute while Jessup’s woodwinds linger. The cue concludes with a celesta passage as Charlie ponders the gravity of Jessup’s pronouncement.
7. Emily’s House
Charlie visits Emily at her home, where she discusses her father, brother and husband, all of whom died in war. A descending harp line compounded with an adagietto treatment of the theme makes clear her grief. The celesta not only takes “Emily,” but gives the three-note figure a tentative reading—dealing with Emily’s pain and her discomfort over Charlie bringing her Hershey bars (“Don’t Americanize me,” she says).
8. Tea Party (revised)
Charlie and Emily sit for tea with her mother (Joyce Grenfell), who has deluded herself into believing that her husband and son are still alive. Mandel scores the ideological heart of the picture as Charlie explicates his views on war: descending minor thirds are prominent throughout, evoking a subdued, incomplete version of “Emily.” When Mrs. Barham reaches an emotional catharsis, the orchestra creates a frenzied waltz, leading up to an apotheosis of crashing dissonant chords, which break through the veneer of her staidness. She breaks down crying, finally accepting that both her husband and son are dead, as the camera tracks in close on her face, and the music allows an outlet for her long-suppressed emotions. Mandel remembers this particular cue (per a new interview conducted for this release): “I went all over the place, because I got pretty maudlin during the scene…got very dramatic there. I really had a nice chance to stretch out with this one, all the way.…They were hard pieces to write, but they were rewarding.”
9. Sussex (Vacation in Sussex)
Charlie travels to Sussex—purportedly on a fact-finding mission—with Emily as his driver. The trip turns into a romantic outing that is by turns tender and lightly comic, all vividly supported by this cue, which represents the most sustained orchestral development of “Emily”—a fantasia of sorts. The “Emily” fingerprint leads into an extended piano solo, and the intimacy of the music meshes with the intimacy on screen. Mandel makes precise use of orchestral families; touches of celesta echo and elaborate on the music, and the addition of the electric guitar (taking over for the harp) adds a contemporary lilt, possessing a more cynical tone than the harp. As Emily lists several of Charlie’s less-than-admirable qualities, a romantic passage for horns lends a piquant quality. The cue continues with more orchestral variations and adaptations of “Emily” as she agrees to marry Charlie while dropping him off at his hotel. This track presents the LP version of the cue, which was slightly shortened in the finished film (see track 16).
10. Now There’s an Angle
Charlie tries calming Jessup, well in the throes of a nervous breakdown, while trying to figure out of a way to extricate himself from Jessup’s D-Day plans—which involve Charlie risking his life to film a Naval demolition unit at Normandy. A melancholy French horn solo begins this cue, building to a muted trumpet accent as Jessup inadvertently provides Charlie with an angle he had not thought of—Charlie and his colleague Bus (James Coburn) will be airborne when the demolition crew ships out for Omaha Beach.
11. Bon Voyage
Charlie and Bus prepare to board a plane, and rain pours torrentially while Charlie and Emily say their goodbyes. A constantly shifting tonal center marks the beginning of the cue, as well as the end of Charlie and Emily’s relationship: she is disgusted by his selfishness and cowardice. In the film, the cue begins at a barely audible volume, almost part of the rain; as Emily continues her tirade against Charlie, Mandel adds more instrumental layers, drawing strength from her intensity. The flute takes “Emily,” this time with an altered harmony reflecting the change in the relationship, and the music continues to build in a highly romantic fashion (playing at right angles to their argument). Charlie boards the plane as Emily announces: “I don’t love you, Charlie.” The cue is bookended by a tradeoff of “Emily” between string harmonics and cello.
Mandel says this cue “was a hard one to do, because the sound effects were so heavy, and right in the center of it, there’s a reel change…and when you write through it, you get a click and a pop. I remember that whole thing, they had a reel change going from something like 10 to 11…they’re changing projectors. So most guys would write through it, or wouldn’t…I wouldn’t write through it, so I had to cheat, right in the middle of the switch. I would have the music pause in such a way that it would stop during the reel change…then I’ll do it in another place, where it sounded like it was designed that way. But I was doing it for the mechanical reasons, to avoid that click and the pop—it’s annoying as hell.”
12. Goodbye Charlie
Charlie’s plan backfires when the fleet turns around due to poor visibility, delaying the invasion by one day. While trying to run for dear life on Omaha Beach, Charlie is struck down by an explosion—making him not only the first man on the beach, but also the first to die there—accompanied by material from the opening of the main title.
13. Condolence Call
Bus visits Emily and Mrs. Barham to pay his condolences regarding Charlie’s death. For this scene, Mandel crafts a cue that slyly walks the line between seriousness and dark comedy. As it progresses, an alto flute sneaks in, performing variations on “Emily” in 4/4. More emphasis on descending minor thirds leads into a “quasi funeral march,” as Bus extols the virtues of Charlie’s deed, building to an elegy for strings. Muted trumpet interjections occur throughout, including references to “Anchors Aweigh” and “La Marseillaise,” providing black humor. When Emily refutes Bus’s logic, decrying war, the elegy returns. Dissonant accents from horns and trumpets twist military rhythms; as Emily is left to mourn, the piece closes with an arpeggiated celesta chord.
14. Lovers’ Reunion
Charlie, through a miracle, actually survived D-Day—although he now has a legitimate limp—and is reunited with Emily at a Southampton medical facility. High string harmonics sound—evoking the sonic memory of the last time they saw each other; Mandel also references music from the limping scene earlier in the movie, under a sustained string chord, with a sudden orchestra glissando as Emily runs to Charlie and embraces him. In the film, the music stops abruptly as Bus approaches.
End Title
When Charlie suggests that he tell the truth about his entire ordeal as “the right thing to do” (throwing away his status as a war hero as undeserved), Emily remarks that she was unaware that Charlie was so English. A muted trumpet plays a lightly swung version of “Emily,” serving two unique dramatic purposes: first, the integration of jazz sensibilities into the melody associated with Emily suggests Charlie’s Anglicization. Second, and most importantly, the use of these same jazz sensibilities creates a musical association that Emily has been Americanized, both as a character, and as a melody: when Emily notes that she might “settle for a Hershey bar,” the dialogue and music create an effortless meld of ideas. (Bits of this section were tracked into the end of the film’s “Sussex” sequence.) With a final sweeping statement of the end of the song, Mandel segues directly into his march—presented in all its glory, as the credits roll over an image of a statue of Charlie leading the charge on Omaha Beach. The march ends with a brass flourish, providing a jazz-inspired conclusion to the score.

Bonus Score

Tracks 15–18 present alternate and album versions of the following cues:

15. Emily (fast version)
This slightly faster, previously unheard version of Mandel and Mercer’s song utilizes the same arrangement as track 1. Curiously, this recording was marked as 12M1 in the cue sheets, which would indicate its intended placement just before “Lovers’ Reunion” (track 14).
16. Sussex (film version)
When the Sussex interlude in the film was trimmed, Mandel wrote a slightly revised version of the cue’s opening to fit the new cut. For the most part, however, this cue is identical to track 9. Only the first minute was rerecorded, and 0:12 of the jaunty 9/8 material for woodwinds was eliminated (the edit is at 0:30).
17. Tea Party (album track)
This LP track consists of early, alternate versions of “Now There’s an Angle” (track 10) and “Tea Party” (track 8), respectively, that were not used in the picture. “Now There’s an Angle,” in this version, extends the clarinet solo at its conclusion with arpeggios, while harp handles harmonic backing. The earlier version of “Tea Party”: utilizes a different orchestration; has a slightly altered the instrumental balance; and uses a more deliberate tempo than on track 8. In addition, there is a soft cymbal crash present just before the rigid waltz section, but not the final harp run heard in the revised version.
18. Reunion and End Title (album track)
This LP track features the same rendition of the “End Title” but a shorter version of “Lovers’ Reunion” (which, per the LP, is pitch-shifted up a whole step). The earlier recording places more emphasis on the bells toward the end of the first cue, which can be heard starting at 0:53. The chimes echo the “Emily” fingerprint, and a brief English horn line can also be heard during the final orchestral statement of “Emily.”

Source Music

Tracks 19–25 present the film’s big band source music supervised by Mandel. (In addition to the pop music heard here, a number of Sousa marches appear throughout the film, particularly at the naval base just before the engineers leave for Omaha Beach, but these are not included due to space limitations.)

19. At Last
A lightly swung version of this standard is heard twice in the film. It first appears in the female barracks when Emily talks to Sheila, as we learn that she has lost a father, husband and brother to war. In that instance, the piece gives way to “I Am a Prig at That” (track 5). It returns later, albeit fleetingly, as Emily and Charlie talk while drinking tea, only to be interrupted by Bus (prior to track 9). “At Last” composed by Mack Gordon and Harry Warren, published by Warner Bros. Inc. (ASCAP).
20. I’ll Walk Alone
The long party sequence, scored with source music, begins shortly after “I Am a Prig at That” (Track 5). Prior to the party, Charlie supervises the layout of the dinner table while a jazz trio rendition of this classic World War II song—a rather sentimental piece for an unsentimental sequence. “I’ll Walk Alone” composed by Jule Styne and Sammy Cahn, published by Cahn Music Company and Morley Music Co. (ASCAP).
21. Don’t Sit Under the Apple Tree
This raucous Dixieland performance underscores the party itself, as Emily arrives and Charlie makes arrangements for the room to be cleared within two hours to make way for a bridge game. “Don’t Sit Under the Apple Tree (With Anyone Else but Me) composed by Lew Brown, Charlie Tobias and Sam Stept, published by Ched Music, EMI Robbins Catalog Inc., J. Tobias Music, Jer Nor, Mark Steve and Robert Land Music (ASCAP).
22. The White Cliffs of Dover
After the party, a tense game of bridge between Emily, Charlie, Jessup and Gen. William Hallerton (Paul Newlan) gets underway. The conversation leaps quickly from bridge to war planning, accompanied by this rather sedate reading of “The White Cliffs of Dover,” which works in juxtaposition to the tempo of the dialogue. “The White Cliffs of Dover” composed by Nat Burton and Walter Kent, published by Shapiro, Bernstein & Co. Inc. and Walter Kent Music Co. (ASCAP).
23. I Know Why and So Do You
This source cue, performed by a jazz piano trio, is heard after the bridge game as the remaining party guests leave. “I Know Why and So Do You” composed by Mack Gordon and Harry Warren, published by WB Music Corp. (ASCAP).
24. Chattanooga Choo Choo (3 Drunken Admirals)
After working late into the night on plans for D-Day, three Naval leaders decide to tie one on to relieve the stress while reminiscing about previous glories. Honky-tonk piano, drums and guitar perform a stride version of this standard, with detuned piano supporting the raucousness and the imbalance of their inebriation. Jessup drinks himself into a stupor, shouting for his dead wife—leaving the jubilant music to force cheer into a scene that rapidly spirals into despair. (This scene follows “Tea Party” in the film.) “Chattanooga Choo Choo” composed by Mack Gordon and Harry Warren, published by Warner Bros. Inc. (ASCAP).
25. Source Music
Mandel composed this rollicking, energetic big band chart, which appears three times in the film to great comic effect. It first appears in the film following “Surprise Surprise” (track 6), as Charlie bursts into Bus’s room to discuss Jessup’s edict, only to find his colleague in flagrante with an Englishwoman. The source cue returns—after “Sussex,” (track 9) and again following “Now There’s An Angle” (track 10)—for similar scenes involving Bus and one of his “nameless broads.”
Mandel remembers this cue with a laugh: “For [Coburn], I used—oh, a 1938 swing. Oh yeah…it’s the worst stuff for fucking there is, but for the late ’30s, it was pretty good. Later on, they started using Sinatra, and that sort of thing.” Sizzling with syncopation and Basie-styled piano writing (Mandel had performed with—and written a number of arrangements for—Count Basie), the piece becomes a running joke throughout the movie, its infectious bounce as much a part of the farce as the half-naked women in Bus’s room. It also draws this presentation of Johnny Mandel’s score to The Americanization of Emily to a close. — 

From the original Reprise LP…

The Americanization of Emily demands a very special kind of musical score, and gets it with Johnny Mandel’s hit title tune leading the way. His hit tune “Emily” (in collaboration with lyricist Johnny Mercer) has proved how great a score this is, with hit recordings of the song made by Frank Sinatra, Andy Williams, Jack Jones, David Rose and many others. Now the full Mandel score can be heard in its entirety, and one listening to this album will prove that the hit song is just part of one of the great film scores of our time.

Mandel’s score ranges from a thoroughly British march of forceful dignity to some deft and witty composing to fit the personalities of James Garner, Julie Andrews and Melvyn Douglas. Mandel had to keep his score within the mood of the controversial film (which asks the question, “Who was the first man in history to develop combat fatigue without leaving his London hotel?”) by combining both incisive and witty satire into his score.

The film has been termed “a savage comedy about the lunacy of war.” Emily is also the story of a reluctant hero (James Garner) and a girl (Julie Andrews) who falls for heroes—reluctantly. Set in England during World War II, the film traces the transformation of its heroine, Emily, from a girl who at first despises the hero of the film’s “dog robber” attitude of getting the best of everything for the top Brass, from tempting steaks to tempting redheads, then later comes around to his American point of view after he himself undergoes rather heroic combat conditions during D-Day.

Johnny Mandel has succeeded in capturing the varying moods of this film in his music. The development and permutations of his “Emily” theme are sometimes deftly disguised, at other times effectively obscure, but at all times stated with skill and charm. Throughout the film, his main theme “Emily” is heard in many ways and moods, from martial to romantic. But at all times, “Emily” is heard in one of the most ingratiating scores in the musical literature of films.