Billion Dollar Brain

Billion Dollar Brain (1967) was the third film based on Len Deighton’s “Harry Palmer” secret agent novels, following The Ipcress File (1965, with a score by John Barry) and Funeral in Berlin (1966, scored by Konrad Elfers). As James Bond mania peaked globally in the 1960s, several alternative spy films challenged the supremacy of 007. While most (such as the Derek Flint and Matt Helm pictures) spoofed the originals, the Palmer series, produced by Harry Saltzman of the Bond films, went in the opposite direction: as played by Michael Caine, the horn-rimmed, seedy Palmer is the antithesis of the super-suave Bond, glumly going about his bureaucratic and often mundane spy business with an eye on a modest pay raise.

The plot of Billion Dollar Brain concerns Cold War paranoia and potential germ warfare manipulated by an insane American oil tycoon, General Midwinter, played by Ed Begley as a volatile, over-the-top combination of Boss Finley, General Bullmoose, Jerry Falwell and George S. Patton. The Texan super-patriot intends to eradicate communism by invading Soviet-occupied Latvia from Finland with his own private army, assisted by a Latvian nationalist uprising and germ warfare to neutralize the Russian army. This advance work in Latvia is overseen by Leo Newbigen (Karl Malden), an American friend of Palmer’s, who has been embezzling Midwinter’s money rather than using it for its intended goals—setting up a potential World War III-style disaster when Midwinter launches his invasion and runs smack into the Soviet army. In the best spy tradition, Harry finds himself negotiating different and contrary allegiances: his friendship with Leo, his undercover assignment in Midwinter’s operation (the tactics of which come from a supercomputer, the “billion dollar brain” of the title), his functional relationship with Soviet Colonel Stok (Oskar Homolka, reprising his role from Funeral in Berlin) and his true allegiance to the British government.

Although established as the “anti-007,” Harry Palmer finds himself in many of the same scenarios as the famous British spy. He globetrots between London, Finland, Latvia and Texas, and in the film’s climax faces the mobilization of a private, jumpsuit-adorned army commanded by an antisocial megalomaniac. In addition, Harry becomes attracted to—and almost killed by—a stunning and capable femme fatale: Françoise Dorléac as Anya, a Soviet agent and assassin romantically involved with Leo who may be attracted to Harry as well. Tragically, Billion Dollar Brain was the last film role for Dorléac, the elder sister of Catherine Deneuve and every bit as beautiful: prior to the release of the film, she was killed in an auto accident at the age of 25.

A great deal of Billion Dollar Brain’s flair comes from British director (and enfant terrible) Ken Russell. This was Russell’s first mainstream feature and second overall, following a series of controversial BBC productions and an obscure first feature, French Dressing (1963). The novice director had been assigned to Billion Dollar Brain because both Saltzman and Caine admired his BBC film on composer Claude Debussy. Aside from his spectacular visual sense, combined with an ongoing compulsion to shock, Russell was an avid, erudite music lover, and his penchant for radical—if highly informed, even intellectual—musical mayhem was already obvious in his first short BBC films. Among these was a series of fantasized biographies, many dealing with composers, among them Elgar, Prokofiev, Bartók and Debussy (as well as film composer Georges Delerue, in 1966’s Don’t Shoot the Composer). This uniquely “Russellian” genre peaked with his feature The Music Lovers (1971), based on the (sex) life and music of Tchaikovsky, and—even more outrageously—Lisztomania (1975), with The Who’s Roger Daltrey playing composer and piano virtuoso Franz Liszt as one of the first mass-adulated, sex-driven pop stars. Russell’s subsequent features included The Boyfriend (1971), Mahler (1974) and Tommy (1975), by which time he was something of a genre unto himself.

The combination of this powerful director with the spy genre elevates Billion Dollar Brain into an arresting visual and auditory experience. The film features definite anticipations of Russell’s vivid style: gorgeous imagery (often derived from location shooting) and cinematography (here by Billy Williams), profuse use of nudity (often in illustrations decorating the sets) and unprecedented moments of unbridled hysteria (sometimes in tandem with the nudity), as well as perceptive and prominent use of music, several key sequences being played with little or no dialogue. In time, Russell’s eclectic musical collaborations would extend from Georges Delerue to pop icons such as Pete Townshend, The Who and Rick Wakeman, to craggy proponents of British and American concert music such as Peter Maxwell Davies and John Corigliano. For Billion Dollar Brain, his composer was the esteemed Richard Rodney Bennett.

In the 1960s, a burgeoning international film scene emerged to partially fill in the gap left by the decline of the Hollywood studio system in the 1950s. Along with the three Johns—Addison, Barry and Dankworth—Richard Rodney Bennett was part of a conclave of British composers who supplied music during this period of unique and highly original cinema. Bennett was born in Broadstairs, Kent, England on March 29, 1936. During the 1950s he studied at the Royal Academy with Lennox Berkeley and Howard Ferguson, and during 1957–58 privately with Pierre Boulez in Paris. He made his film composing debut at the age of 21 with Interpol (1957) and has since then maintained a varied and original career balanced between film scores, concert music and the recording arts (as a theatrical and jazz pianist-accompanist).

One of Bennett’s most striking scores is for Billion Dollar Brain, a glitzy, postmodern, eclectic and droll work that melds minimalism, modernism, neoclassicism and pop for an utterly unique take on 1960s spy moods. The orchestration is strikingly original: brass (4 horns, 3 trumpets, 3 trombones, tuba), two pianos (three for the “Main Title”), percussion (three players, including xylophone and marimba) and Ondes Martenot. The glittering “Main Title” brilliantly accompanies Maurice Binder’s title sequence inspired by 1960s supercomputer operations. Like Bernard Herrmann, Bennett achieves remarkably epic and varied sonorities with minimal forces, orchestrating the music himself. The Brain score was conducted by Marcus Dods (1918–1984), who was the chief conductor of the BBC Concert Orchestra and conducted most of Bennett’s best-known film scores, while Bennett himself performed at one of the three pianos for the “Main Title,” with the other two keyboards played by composer Thea Musgrave (who doubled elsewhere in the score on harpsichord) and Susan Bradshaw (who doubled on celesta).

As the score omits strings and even woodwinds, it falls to the Ondes Martenot (played by Jeanne Loriod) to carry most of its upper-range melodic content. The Ondes Martenot is a pre-synthesizer electronic instrument played from a keyboard, notably used by Maurice Jarre in Lawrence of Arabia (1962) and in more recent years a staple of Elmer Bernstein’s works. Capable of synthesizer-like tone variations, and Theremin-like pitch bend and portamento effects, it is heard throughout Billion Dollar Brain—both in the “Anya” cues, where its dreamy quality adds a decidedly erotic touch, and in action tracks, where its swooping effects add jolts of color to the massed brass. (Bennett also used the Ondes in scores such as Secret Ceremony and The Attic: The Hiding of Anne Frank.) The effect in Brain is one of seductive but ambivalent sensuality, and a perfect complement to Dorléac’s Garbo-esque beauty.

Billion Dollar Brain was shot in Panavision and DeLuxe color but in its Finnish and Latvian scenes it is something of a color film in black and white: the icy sonorities of Bennett’s brass (often doubled with pianos) and percussion reflect Russell’s emphasis on vast, blank expanses of snow and ice, only occasionally broken by the artificial red glow of a security lamp or the deep blues and mahoganies of a Finnish interior. As Harry becomes acquainted with the political and military forces of the story—from Midwinter’s army to the Latvian nationalists—Bennett unleashes brass-led melodies that ironically have a consistent Russian flavor, despite the fact that Midwinter is a raging Texan crusader fighting against the Soviets.

The use of a Russian nationalistic sound for Midwinter’s army is perhaps a statement that all statist movements are alike, but a different, more intellectual purpose can be interpreted from a scene midway through the film. Col. Stok weeps while listening to a concert performance of Shostakovich’s Symphony No. 7, explaining to Harry it is because Shostakovich wrote the symphony during the 1941 siege of Leningrad. “The Germans had cut them off,” he says. “They were all about to die. It means a lot to us. We don’t forget those times so easily.” The use of a Russian musical style for Midwinter’s invasion is therefore an allusion not to the army itself, but to the Russian perspective of what it means to be invaded by the West. (In a sense, the story is most sympathetic to the Russian perspective, with Stok and Anya manipulating outside forces, including Harry, in order to protect their homeland, a noble purpose. The film is therefore that most subversive creature: a pro-Soviet Cold War thriller.) In the finished film, this emphasis on the Russian perspective is made more explicit by the use of the Shostakovich symphony to replace some of Bennett’s score for the first third of “Midwinter’s Army” (track 12).

The film’s bravura climax features Midwinter’s army racing across the frozen sea and being swallowed by the icy water. This references the “Battle on the Ice” of 1242 in which Russian forces repelled invading Teutonic Knights, as famously depicted by Sergei Eisenstein in Alexander Nevsky (1938, with an equally famous score by Sergei Prokofiev), to which Russell pays homage in Billion Dollar Brain.

Billion Dollar Brain is one of the great treasures of 1960s film scoring and, incidentally, was one of the inspirations for this box set: the United Artists Records album master (the only surviving source for the recording) was an essential score to release but, at just under 32:00 in length was commercially undesirable to issue as a standalone release—and yet it proved challenging to pair with another score from the United Artists catalog, as it sounds so utterly unique. (In the end, Shake Hands With the Devil, the other score on disc 7 of this collection, featuring music of another great British composer, became a satisfactory coupling.) Research into possible pairings led to the consolidation of all of this great material into the MGM Soundtrack Treasury. The stereo album program to Billion Dollar Brain is here remastered from the original ¼″ stereo production tapes. The score is not complete on the LP but does include all of the major set pieces, presented slightly out of sequence yet discussed in film order below.

1. Billion Dollar Brain
Bennett’s arresting main title kicks off the soundtrack album with its glittering trio of pianos, propulsive rhythms and exotic triadic harmonies. The film begins with an (unscored) prologue in which Harry Palmer (Michael Caine) is recruited into the film’s espionage plot; the opening credits follow on its heels with Bennett’s remarkable music playing against a trippy title sequence designed by Maurice Binder (of James Bond fame) that incorporates images of 1960s mainframe computers at work.
2. Anya
Hired by a mysterious computer-generated voice on a telephone, Harry travels to Finland to deliver a thermos of deadly, germ-infected eggs to an elusive recipient named Dr. Kaarna. “Anya” presents a contrast to the frenetic main title by extricating a spare melody and playing it as a moody Ondes Martenot solo introduced by a delicate celesta passage and typically presented with a harpsichord counterline. The cue underscores Palmer’s meeting on an icy Finnish plain with the beautiful and mysterious Anya (Françoise Dorléac), who attempts to get the thermos from him, but Palmer insists on delivering it directly to Kaarna. Throughout the film the Martenot’s glistening, vacillating tones are used to simultaneously reflect the frigid beauty of the northern landscapes in which a good deal of the film is set, and the ambivalent emotions kindled in Palmer by the coolly seductive Anya.
4. Skidoo
Anya takes Palmer to an island house via snowmobile. Bongos, claves and other rhythmic percussion propel Anya’s theme on the Ondes Martenot (embellished by celesta and capped with a short harpsichord coda) over a space-age beat.
6. Kaarna
Harry meets an old friend, American agent Leo Newbigen (Karl Malden), who claims to be the mysterious “Kaarna,” and tries to recruit Palmer into further work. Suspicious, Palmer looks up the real Kaarna in the local telephone directory. This cue begins as Harry walks from a phone booth to the address listed for Kaarna, only to find him frozen to death in his home. Bennett indulges in suspense music suggestive of James Bond-style brass and Bartókian xylophones, an effect that will recur at other points in the film. A reprise of Anya’s theme on Martenot provides a clue as to who may have killed the doctor, and the brittle harpsichord counterlines suggest the Baroque décor of the room in which the body is found. A subtly dissonant brass undertone sneaks in under Anya’s theme—the scene and music climax with a sudden shock effect as the frozen visage of Kaarna (who sports a puncture wound on his back) is revealed. The suspense music with which the cue opened is reprised, and a startling stinger concludes the cue when unidentified assailants chloroform Palmer. The attackers turn out to be employed by MI5’s Colonel Ross (Guy Doleman), who blackmails Palmer into joining Leo’s scheme while working as an undercover British agent.
3. The Church
Palmer reunites with Leo and the two receive their orders from “the boss” (later referred to as “the brain”), a computer to which Leo reports. This dark, clanging music is heard as they set up a sniper’s perch outside a church to eliminate an “opposition” agent per their instructions—the target is revealed to be none other than Anya. Leo is unable to pull the trigger, as he is romantically involved with the beautiful woman. Chimes and gongs resound against a tapestry of pianos, percussion and lower brass, intoning an ominous, chorale-like melody. The scene is played without dialogue.
5. Ambush
Leo sends Harry to Latvia, where he accompanies an anti-Soviet group called “Crusade for Freedom” on a mission to attack a military truck and photograph some documents. “Ambush” is a stirring, highly eclectic and slightly slapstick cue for the mission being carried out: an energetic Russian-flavored theme accompanies the group’s car careening out of Riga and down an isolated snow-covered road where a staid, British-flavored secondary theme underscores their preparation for the ambush. A propulsive antiphonal passage builds to a Russian gallop as they wreck the Soviet vehicle and raid its cargo to make the ambush look like a routine robbery. (After the cue ends, the wounded Soviet driver shoots the Latvian resistance leader who, under orders from Leo, was about to kill Harry.)
7. Russian Cavalry
Harry escapes into the woods as all hell breaks loose: a percussive piano ostinato under epic brass is punctuated by chimes as Palmer is pursued through the snow by Soviet soldiers on horseback. (The weird upward whoops from the Ondes synch with flares shot into the air by the cavalry.) The cue builds to a climax as a soldier knocks Palmer unconscious. This is another gorgeously shot visual/musical episode with the horsemen filmed as black silhouettes against an impressionistic, rose-colored background.
8. Love Scene
Harry is returned to Helsinki—thanks to his relationship with Soviet Colonel Stok (Oskar Homolka)—where he rejoins Anya for suspenseful scene blending sex and violence: after a brief passage of the ominous brass/xylophone suspense music, a keening Ondes Martenot reprises Anya’s theme as they begin to make love—embellished, as usual, by harpsichord. Ominous brass and the squealing Martenot build to a climax as Anya attempts to kill Harry by jabbing a needle into his spine (revealing in retrospect that she also killed Kaarna).
9. Hoe Down
Harry and Leo travel to the Texas headquarters of General Midwinter (Ed Begley), owner of the “billion dollar brain” and the right-wing fanatic behind Leo’s operation. Harry and Leo arrive during a celebration—part hoedown, part Nazi-style rally—that concludes with this dissonant and molto agitato military sequence for brass, timpani and percussion as Midwinter’s guests party among the bonfires and burn photographs of prominent Soviets, shots of which are intercut with close-ups of the apoplectic General ranting to Harry in a massive computer control room. (Bennett creates an Ivesian cacophony that references the Stephen Foster song “Camptown Races.”)
This Texas sequence is an early manifestation of the type of patented Russellian hysteria that would continue to escalate over several ensuing features, notably The Music Lovers and The Devils (1971). Here Russell lurches into a parody of Leni Reifenstahl’s propaganda films with manic images of blazing bonfires overseen by a towering corporate logo suggestive of the Third Reich’s imperial eagle as the director draws an audacious parallel between American religious fanaticism-cum-patriotism (represented by the obsessive General Midwinter) and Nazi fascism.
10. Panic in the Brain
Leo, in order to erase the brain’s earlier order to kill Anya (and thus protect her), reprograms the computer and manages to escape from Midwinter’s headquarters. A swirling interlude of jarring “machine” music colored by glassy marimba, xylophone and piano effects and erratically accented brass underscores some of this sequence, although only the last 0:30 of the cue is used in the finished film.
11. Car Chase
The action returns to Finland where Harry (escorted by two of Midwinter’s men) attempts to catch Leo. (Harry has volunteered for this duty in order to save his own life.) A chase ensues in which Harry and Midwinter’s men pursue Anya (who has taken possession of the virus-infected eggs) to a train station, where she plans to escape to Moscow with Leo and the eggs. This is Bennett’s original, unused cue for the sequence, a lively scherzo with a bright melody for solo trumpet over militant snare drum and an agitated Prokofiev-style accompaniment—it would have added a slightly comic air to the pursuit and was perhaps dropped for that reason. (In the finished film, the “End Title,” track 14, was used for roughly the first half of what this cue would have scored, providing a more dramatic and authoritative statement that the film’s climax is indeed underway.) A brief passage from this track (1:37–1:54) does appear in the finished film for a shot of Midwinter and his aides surveying the Arctic landscape over which they plan to cross from Finland into Latvia.
12. Midwinter’s Army
The grand finale of the film, the score—and the soundtrack album—is Midwinter’s attempted invasion of Latvia, represented on the album by this 9:31 track combining three cues dominated by Midwinter’s Russian-flavored theme, which is developed as both a march and a stirring chorale tune.
The first cue (0:00–3:17) was meant to cover the elaborate mobilization of Midwinter’s men and missiles via retrofitted tanker trucks and snowmobiles. In the finished film, this cue was replaced with an excerpt from the first movement of Shostakovich’s “Leningrad” Symphony, the finale of which was briefly heard earlier in the film. The use of the Shostakovich work accentuates the historical connection between Midwinter’s actions and earlier invasions of Russia (which have always been disastrous to the aggressor). As written, Bennett’s cue uses the Russian-style Midwinter theme but in a more subdued fashion—as if taking seriously the power of the army, rather than mocking its imminent demise through outsized bombast.
Bennett’s music is dialed into the film with the second cue (3:18–6:40), covering: the procession of Midwinter’s army onto the ice; Harry and Leo pursuing the army by car in a last-ditch (and futile) effort to stop it; and the Soviets (led by Stok) monitoring the tactical situation from their military command center. This Russian theme continues, interspersed with sonar-like syncopated rhythmic passages for mallet percussion as the Soviets coolly prepare to annihilate the army by dispatching three bombers. A brassy climax appears at 6:26 as Midwinter orders machine-gun fire on Harry and Leo’s car, killing Leo.
The third and final cue (6:41–9:31) features a grandiose statement of the Russian theme as the Soviets attack, breaking the ice. Midwinter’s army is annihilated, the troops panicking and turning on one another, and the music accents the various vehicles crashing through the ice—the entire motorcade is swallowed by the sea. The score reaches its final dissonant peak with virtual waves of screaming brass and Ondes Martenot as Midwinter screams to his death, trapped in the bubble dome of one of his own sinking trucks. The sequence concludes with a wry timpani roll as, back at Soviet headquarters, Stok picks up the symbol for Midwinter’s army from a tactical map of the battle and calmly tosses it onto the floor.
13. Anya
A Soviet helicopter carrying Stok and Anya lands near Palmer, who had jumped out of his car before it fell through the ice; Anya is revealed to be Stok’s agent in Finland. A brief reprise of her haunting theme (with an especially fragile harpsichord counterline and the Anya melody ascending to a high register of the Ondes) plays as the helicopter flies away. (Her parting words to Harry: “We would have made nice babies together.”) A muted brass fanfare (for an establishing shot of Lord Nelson’s column in Trafalgar Square) brings the action back to London for a wry coda.
14. Billion Dollar Brain (Reprise)
An abbreviated version of the “Main Title” concludes the film over the end credits. In the finished film, this music was also used for the car chase (track 11). — 

More about the composer…

Richard Rodney Bennett came of age in a time and place when B pictures still held a place in commercial cinema. Like many of his contemporaries, he cut his teeth in the horror field with scores for Hammer, including The Man Who Could Cheat Death (1959) and The Witches (1966, aka The Devil’s Own). The year 1963 saw him score John Schlesinger’s Billy Liar, a key film of the British New Wave movement. While he was working on Billy (which included a dance-hall sequence built around Bennett’s pop tune “Twistarella”) Bennett also produced Calendar, a craggy yet lyrical chamber work in the 12-tone mode of Alban Berg and other serial composers of the second Viennese school, and The Mines of Sulfur, a three-act opera performed at La Scala, Sadler’s Wells and other international houses.

From these early days, it was obvious that Bennett would be a chameleon-like composer resistant to becoming typecast. Along with John Dankworth, he evolved an economic (in all senses of the word) small-ensemble style, often influenced by American jazz and pop. Billion Dollar Brain, with its relatively modest instrumental forces, is an extension of this approach.

The frank, often depressing, yet sometimes scathingly funny films that were highlights of this distinctive era in British cinema gave the impression that life in modern England was lived in grainy black and white, the sun seldom putting in an appearance, and that everyone’s dream was to move to London if they did not live there already. Although the films Bennett scored for American expatriate director Joseph Losey, Secret Ceremony (1968) and Figures in a Landscape (1970), are seldom seen today, they were once (especially the much-maligned and eventually re-edited Secret Ceremony) staples of late-night American television. Bennett’s scores exhibited a serialized, quasi-Oriental minimalism, lending a dispassionate sheen of delicate bell-like sounds and elusive half-melodies to Losey’s admittedly strange films.

Bennett’s mainstream breakthrough score was for another John Schlesinger film, Far From the Madding Crowd (1967), adapted from the classic Thomas Hardy novel. Bennett produced a lush yet restrained symphonic score influenced by English folk music and the pantheistic modalism of Ralph Vaughan Williams’s “Pastoral” Symphony. Elmer Bernstein lauded Far From the Madding Crowd for bringing back symphonic scoring in an era when film music had been devastated by pop/rock music and main title songs. Madding Crowd, with its alternately sweeping and intimate orchestral passages reflecting both the feel and folk music of the Dorset countryside, remains one of the most hauntingly beautiful efforts of the 1960s.

The romantic, pantheistic style Bennett exhibited in Madding Crowd also appears in such films as Lady Caroline Lamb (1972) and more recent efforts such as Enchanted April (1992), whose score is an intimate reworking of the Madding Crowd mode with the addition of a solo pan flute. For Nicholas and Alexandra (1971), Franklin Schaffner’s epic about the last days of the Romanov dynasty, Bennett modulated his British symphonic style to one reminiscent of Tchaikovsky and other late-19th century Russians, producing a lyrical love theme that became a staple of 1970s Muzak (as did his theme from 1974’s Murder on the Orient Express, a classy pastiche of period pop and symphonic impressionism). For a while in the early 1970s one could hardly step into an elevator or supermarket without hearing either of these two distinctive themes—a novel, somewhat remarkable and no doubt lucrative achievement for a composer of craggy serialized concert music.

In the late 1970s Bennett scored Equus (1977) and another Schlesinger film, Yanks (1979). He scored fewer and fewer films into the 1990s, due to his avid interest in exploring and performing (both as skilled jazz pianist and occasional singer) vintage popular music from the American songbook, both in intimate cabaret/club venues and in a varied series of recordings with such vocal artists as Chris Conner and Charles Cochran. He has also continued his film work with selected projects such as the popular Four Weddings and a Funeral (1994), the sensitively scored Swann (1996), and the epic (and bizarre) TV mini-series fantasy, Gormenghast (2000). He reunited with Schlesinger for the TV movie A Tale of Sweeney Todd in 1998—the same year he received his knighthood. He is, today, Sir Richard Rodney Bennett. —