The Cincinnati Kid

The Cincinnati Kid (1965) would be Lalo Schifrin’s most prestigious assignment at M-G-M during the 1960s. Steve McQueen stars as a cocky young gambler out to best an aging rival (Edward G. Robinson) in 1930s New Orleans; Karl Malden plays a friend of “The Kid,” with Tuesday Weld and Ann-Margret the attractive female leads. Norman Jewison directed the picture, a last-minute replacement for Sam Peckinpah.

MGM Records released a soundtrack album for The Cincinnati Kid that combined selections from the original film soundtrack (tracks 6, 10, 11, 12, 13) with the Ray Charles-performed title song (track 1); a record version of the love theme (track 2) and instrumental of the main theme (track 7) recorded at the same session as the Ray Charles song; and five additional tracks recorded later to fill out the record (tracks 3, 4, 5, 8 and 9). The album version was released on CD by Chapter III Records (Chapter III 1000-2) in 2001, coupled with Kelly’s Heroes; a 2002 CD on Schifrin’s Aleph Records label (Aleph 0250) featured a new recording by Schifrin himself, with the exception of the Ray Charles song, which was licensed from the original soundtrack.

Tracks 1–13 feature the Cincinnati Kid soundtrack LP remastered from the best-sounding copy of the ¼″ two-track stereo album tapes.

1. The Cincinnati Kid Vocal by Ray Charles
The album begins with the title song performed by Ray Charles, with Schifrin’s main theme to the picture given lyrics by Dorcas Cochran. The song was recorded at RCA Victor in Hollywood on July 22, 1965, with Schifrin leading a 26-piece orchestra. (The film sessions had been held the previous week, on July 15 and 16, with M-G-M’s Robert Armbruster conducting groups of 47 players, for the score, and 27 players, for the source cues.) This is the extended record version of the song; a shorter version (1:07) was recorded for the film’s end titles.
2. So Many Times
Schifrin recorded this instrumental version of the love theme for “The Kid” and his girlfriend, Christian (Tuesday Weld), also at RCA Victor on July 22, 1965.
3. New Orleans Procession
This melody has become a favorite in composer Lalo Schifrin’s arsenal, having reappeared in his later compositions Dialogues for Jazz Quintet and Orchestra (1969), the “Tract” from Rock Requiem (1971), La Nouvelle Orléans (1987) and Portrait of Louis Armstrong (1993). The recording here is the first of five creative expansions of score material (the others are tracks 4, 5, 8 and 9) that Schifrin conducted at an October 25 night session at RCA Victor to flesh out the soundtrack LP. It is an extended version (with jazz “break”) of the film’s opening New Orleans funeral music, “In Memoriam” (track 29).
4. Shooter
In the film itself, the character of Shooter (Karl Malden) has no theme. But for the record album, Schifrin created this up-tempo, swinging piece with a “devil-may-care” sensibility. (There is an original soundtrack cue titled “Shooter,” track 25, but it contains dramatic scoring that does not feature this theme.)
5. The Man
Similarly, Schifrin composed for the record album a breathy bass flute theme (with just a hint of menace) for Edward G. Robinson’s character, the gambling legend Lancey “The Man” Howard. (In the film itself, The Man is often scored by dark, brooding colors, befitting his status as the film’s antagonist.)
6. The Cock Fight
This is the first of five selections on the LP from the original soundtrack recording (the others being tracks 10, 11, 12 and 13): Schifrin provides a raucous hoedown for a cock fight attended by Eric and Melba (see track 18).
7. The Cincinnati Kid (Instrumental Version)
This instrumental of the main theme kicked off side two of the soundtrack LP. It was recorded on July 22, 1965 along with the Ray Charles song (track 1) and “So Many Times” (track 2).
8. Melba
Like tracks 4 and 5, this is a newly composed piece by Schifrin for a character who does not receive a theme in the film itself—Melba (Ann-Margret), the promiscuous wife of Shooter, given a somewhat melancholy but carefree saxophone tune befitting her independent streak. (The original soundtrack cue “Melba,” track 23, does not contain this theme.)
9. Dialogue in the Rain
This final selection specifically recorded for the LP features a title similar to one from the film soundtrack (“Dialogue With the Rain,” track 20); however, the record selection is an original composition featuring a lovely harmonica theme and melancholy strings.
10. The Chase
The final four cuts on the LP are from the original soundtrack sessions. First, this boisterous instrumental version of the main theme is a retitling of “Gambling Man” (track 14) as, early in the film, The Kid is chased through a rail yard by toughs he beat in a card game.
11. All Packed
This is an unused, longer version of “I’m All Packed” (for The Kid putting Christian on a bus and saying goodbye, featuring their love theme, “So Many Times”) also heard on this disc as track 32. The film version can be found on track 17.
12. The Game
This is a medley of Schifrin’s scoring for the epic card game between The Kid and The Man, comprising the ticking-clock cue “A Deuce to the Man” (track 24), the suspenseful “Five Thousand” (track 26) and the climactic, chaotic brass reveal of The Man’s winning hand, “Jack of Diamonds” (also track 26).
13. At the Farm
The LP concludes with two tender pastoral cues from the film’s midsection, albeit with their order reversed from the film: here, “So Many Times” (track 22) precedes “At the Farm” (track 21).

Tracks 14–27 features the original soundtrack recording to The Cincinnati Kid in film order. During post-production, Schifrin found that producer Martin Ransohoff and director Norman Jewison were often at odds over what they wanted from the music. The composer, still a relative novice to Hollywood (and lacking the power to put his foot down), decided to write cues to satisfy both of them, leaving the producer and director to argue over which version to use later (which they did)—it was more work, but the best way to avoid making an enemy of either man. Because of this, the film’s soundtrack sessions include many alternate cues. Some of these are incorporated into the program below, with others included in a bonus section (tracks 28–41) and a few omitted (as they essentially feature the same music with shortened timings). The complete soundtrack is newly mixed from the 35mm three-track stereo scoring masters.

14. Loser
In a small club, “The Cincinnati Kid,” Eric Stoner (Steve McQueen), cleans up at a poker game to the dismay of his competitors. One of the other players follows him into a washroom and lunges for him with a switchblade. The score responds with sneering, jazzy brass and rattling percussion as Eric dispatches his attacker and escapes out a window.
Gambling Man
As some of the other players chase Eric through a railyard, Schifrin introduces his theme for The Kid: a bluesy harmonica tune over an aggressive motor of strings and brass.
15. Lancey’s Arrival
Schifrin composed a threatening orchestral flourish to emphasize the arrival of “The Man,” Lancey Howard (Edward G. Robinson), in New Orleans; this part of the cue is dialed out of the film. Before getting into a taxi, Howard gives a dollar to an organ grinder’s monkey, and the accompanying calliope source music is heard in the picture. The cue’s ominous ending is then dialed out of the film as Howard travels to his hotel.
During a ferry ride, Eric and his friend Shooter (Karl Malden) discuss The Man: The Kid resolves to challenge the legendary card player. Eric finds his girlfriend Christian (Tuesday Weld) awaiting him at the ferry dock. Schifrin introduces a bittersweet theme for her on guitar and strings as the lovers flirt and head back to their apartment.
Deal ’Em Up
This lonesome rendition of The Kid’s theme does not appear in the film.
16. The Rest of Your Life
Christian and Melba (Ann-Margret), Shooter’s promiscuous wife, discuss the status of their respective romantic relationships while receiving massages at a Turkish bath. Christian’s theme sounds as she wonders aloud how much she truly matters to Eric.
Double or Nothing
Christian and Melba meet up with Eric on a street corner as a young boy who idolizes him shines his shoes. After Melba reveals that Eric will be facing off against The Man—to the unspoken disapproval of Christian—the harmonica theme underscores a coin toss bet that Eric wins against the shoeshine boy.
When Are You Back
Eric is conflicted when Christian says that she plans to leave town to visit her parents’ farm in the country; a fateful version of Eric’s theme melts into Christian’s when she tells him that she will postpone her bus trip until the following morning so that they can spend the night together.
17. I’m All Packed
In the morning, Eric explains that his life—and Christian’s—will change after he defeats The Man, but she wants a more solid commitment from him. Alto flute gently asserts Christian’s theme, before impassioned strings take up the melody for a transition to Eric seeing her off at the bus station. The final bars of this cue do not appear in the film, due to deleted footage.
The Man’s Cane
The Man cleans out wealthy businessman Billy Slade (Rip Torn) in a game of stud poker. Afterward, warm clarinet and strings play as Howard and Shooter reminisce about The Man’s career; the cue ends with an unresolved, threatening air when the gambler reveals that he is not yet ready to retire.
18. Cockfight
When Slade summons Shooter to his home, Eric begrudgingly agrees to take Melba to a cockfight. At the arena, nervous trilling gives way to an upbeat square dance as the match begins; tumultuous brass simultaneously acknowledges the brutality of the birds tearing each other apart and the spectators’ varied reactions as they cheer and place bets.
19. Mr. Slade
Austere, low-register strings and moody woodwinds underscore Slade’s meeting with Shooter. Slade, bitter over his loss to The Man, blackmails the dealer into fixing the upcoming poker game in Eric’s favor.
20. Walking Away Blues/Dialogue With the Rain
An unused, aching rendition of the harmonica theme was meant to play after Eric tells Shooter that the wait leading up to the big game is taking a toll on him. Also dialed out of the film is a contemplative development of Christian’s theme as a conflicted Eric walks through the neighborhood during a rainstorm.
21. Walking Down
A solo rendition of the harmonica theme plays for Eric moping in his apartment—he decides to visit Christian.
At the Farm
Eric arrives at Christian’s house in the country, where his theme receives an impressionistic, rural treatment for flutes, strings, harmonica and English horn.
22. So Many Times
Dreamy, chordal strings and harp underscore Eric and Christian enjoying the fresh country air, impressionistic woodwinds and pizzicato strings intruding as they head toward a stream. Two-voice solo piano leads to a gentle reprise of Christian’s theme on guitar as she tells Eric of her childhood. The melody reaches a romantic climax as the lovers kiss.
23. The Most Important Thing
A bit later, the film cuts back and forth to The Kid and The Man preparing for the big game; the harmonica theme sounds over a walking bass line for Eric packing his suitcase.
A misterioso theme for winds under an ostinato of harp and chimes accompanies The Man methodically filling his suitcase with cash. This sequence of the film appears to have been re-edited after scoring took place: in the finished film, the opening bars of this cue are heard prior to “The Most Important Thing” for the tail end of a scene involving Melba (hence its title) and then the cue appears again in full for The Man packing his luggage.
All Packed
Pizzicato strings seemingly eat away at Eric as he studies a list of gambling percentages; edgy low-end piano and muted brass play against The Man calmly exiting his hotel room.
24. New Deck, Please
Six players participate in the climactic game at the Hotel Lafayette surrounded by a room full of spectators. A nervous variation on Eric’s theme sounds on English horn amid unnerving pizzicato strings, xylophone, piano and wood block; the various elements combine to form a taunting clock-like texture that evokes the passage of time after The Kid wins a large pot and The Man requests a fresh deck of cards.
A Deuce to The Man
As the game progresses, the ticking “poker” material intensifies.
25. Shooter
With only The Kid and and The Man left in the game, Eric realizes that Shooter has been dealing him “helpful” cards. During a sleep break, Eric angrily confronts the dealer and insists that he can win without any help. Ardent strings mark the aftermath of their exchange. Schifrin subsequently reprises The Man’s material for Howard in his room, worrying aloud whether or not The Kid will “get through to” him.
No Sale
Christian arrives at Eric’s room and realizes that he has cheated on her when Melba answers the door; a forlorn rendition of Christian’s theme underlines her disappointment. Schifrin gradually mounts the various layers of the maddening poker music during a montage of the game back in progress.
26. My Bet
Eric tactfully has Shooter replaced with another dealer, “Lady Fingers“ (Joan Blondell); the poker material returns as The Man loses several pots to The Kid.
Five Thousand/Jack of Diamonds
The score builds suspense for the game’s final hand with tremolo strings and rattling percussion. The Kid is set to win with a full house; the spectators whisper in excitement as they wait for The Man to reveal his final card. The cue explodes with chaotic, brassy jazz, capturing the shock of Eric and the spectators as Howard turns over a Jack of diamonds, winning the game with a straight flush and “gutting” Eric.
27. Walking Down/You Just Ain’t Ready for Me Yet
The harmonica theme sounds as Eric staggers out the service entrance of the hotel and crumbles against a wall. A jazz percussion riff slowly forms when the shoeshine boy from earlier in the film appears and challenges Eric to a game of penny pitch; Eric accepts and when he loses, the boy chastises him for “trying too hard” before running off in triumph. Eric runs into Christian as he leaves the alley—they embrace, to a warm version of Eric’s theme as the film fades to black. (The film concludes with an abbreviated version of the Ray Charles recording of “The Cincinnati Kid,” track 1.)

Bonus Tracks

28. Theme From The Cincinnati Kid
Schifrin recorded this instrumental version of the film’s main theme with a jazz quartet (bass, drum and guitar, along with Schifrin himself on piano) at the end of the original soundtrack sessions; it makes its debut on this FSM release.
29. In Memoriam
The film opens with Eric passing by a jazz funeral processional, as part of which a Dixieland band performs a tribute. The piece continues in the background as Eric stops to pitch pennies with the shoeshine boy.
Oh Didn’t He Ramble
The opening credits unfold as the band from the funeral leads a parade through the streets; festive neighborhood residents dance to the musicians’ Dixieland jazz (a production track by Bob Cole and J.R. Johnson recorded without Schifrin’s involvement; the original monaural recording has here been given a light stereo reverb to enhance listenability).
30. Nobody Knows The Way I Feel This Morning
Midway through the film, Eric lingers in the doorway of a club and hears a Dixieland jazz number (by Tom Delaney and Pearl Delaney) being performed by The Preservation Hall Jazz Band, with singer Emma Barrett at the piano. (Like “Oh Didn’t He Ramble,” this is a monaural track recorded during production.) This piece plays after the unused coupling of “Walking Away Blues/Dialogue With the Rain” (track 20) would have appeared in the film.
31. When the Saints Go Marching In
This jazz arrangement of “When the Saints Go Marching In” (by veteran orchestrators Leo Shuken and Jack Hayes) does not appear in the film. It was recorded during the soundtrack sessions as an alternate to “Oh Didn’t He Ramble” (track 29). The studio cue sheet notes that this selection replaced “Oh Didn’t He Ramble” in foreign releases of the film.
32. I’m All Packed
This performance of the unused, extended version of track 17 is identical to track 11, except track 32 is taken from the scoring session master rather than the album master.
33. Cockfight
This version of the cockfight music is the same as tracks 6 and 18, except for an alternate ending.
34–41. You Just Ain’t Ready for Me Yet (version #2, pick-ups #1–8)
These are eight alternate “tags” Schifrin composed, and Armbruster conducted, for the film’s ending, “Just Ain’t Ready for Me Yet” (track 27). In the finished film, only the brass fanfare appears from the take in track 27 (the first 0:04 of these cues) before the piece segues to the Ray Charles song. — 

From the original MGM Records LP…

One of the most important elements in good motion-picture making is music. It stimulates the emotional values in a drama, and it helps to pace a comedy. Always music should enhance the action without intruding or making the viewer consciously aware of its presence.

Lalo Schifrin is a member of the new generation of musical composer-conductor-arrangers and his composition and styling of music possess a unique sound all their own.

The story of The Cincinnati Kid is the human drama played throughout all our lives. It is king of the mountain; son versus father; the age-old conflict: the young man, the comer, challenging the old man who’s in power. The weapons in this story are cards. The game is five-card stud and the stakes are high. The setting is New Orleans, and the time is the mid-thirties. The sound is decay, passion, ambition, lust, nobility and honor, weakness and frailty—point and counterpoint, it moves with an incisive drive towards the summit where one stands alone on the turn of a card.

From these emotional tributaries, the music must flow into the mainstream of the story. Lalo Schifrin has devised three original themes in order to identify the principal characters. For the young gambler, Steve McQueen, the theme is instrumented by harmonica. The love theme, “So Many Times,” was created for the naïve country girl played by Tuesday Weld, and is rendered on guitar and backed by the full orchestra. For the old gambler, Edward G. Robinson, a theme titled “The Man” was created and instrumented by bass flute.

When composing a score for a motion picture, Lalo Schifrin thinks from the point of view of the camera. He brilliantly interweaves his character themes into an orchestration to underscore the intercutting of a scene, an affecting, identifying sound compatible to the situation. In the denouement of the film, when sweet victory is present for one, and abject defeat for the other, Schifrin skillfully blends his opposing themes into a muted pitch of tension which sustains until broken by the turn of the hole card.

The book The Cincinnati Kid, on which the screenplay is based, was set in St. Louis, and played against the contemporary scene. To me the big gamblers today are businessmen dealing in vast financial empires. They are not the colorful gamblers of three decades ago. The characters in the book were too Runyonesque to be contemporary, so we moved back in time, and south from St. Louis to colorful New Orleans, the fountainhead of modern jazz.

Lalo Schifrin is an Argentinean, a graduate of the Paris Conservatory of Music—but his first love in music is American jazz. While taking his classical education in music at the Conservatory, he played in Parisian jazz bands during his free time. A piano virtuoso, he digs jazz, and in this score he plays it to perfection.

In mounting the picture in color, we departed from the standard procedure by taking out all of the primaries—there are no reds, no yellows, no blues, or whites—which gives the film a rare kind of muted quality, a more realistic quality which achieves a mood for drama in color. Lalo Schifrin understood what we were striving for in mood, and gave us what I think is a perfect musical accompaniment.

His original song, “The Cincinnati Kid,” is beautifully sung by Ray Charles at the conclusion of the film. So, whether or not you intend to see The Cincinnati Kid, for which this marvelous score was written, please listen to the album and share with me the pleasure of hearing Lalo Schifrin’s great music. — Norman Jewison