Cleopatra Jones

For a complete discussion of the Cleopatra Jones films and their composers, please refer to Scott Bettencourt’s essay in the booklet accompanying this 2CD release. The track-by-track analysis that follows is also available as a PDF file for more convenient printing.

Disc one of this set features two programs of the 1973 Cleopatra Jones soundtrack. The first, found on disc 1, tracks 1–12, represents the premiere U.S. CD release of the Warner Bros. Records soundtrack LP (BS 2719), remastered from ¼″ stereo tapes. (The two Millie Jackson tracks were presented in pseudo-stereo on the original LP but are true stereo here.)

1. Theme From Cleopatra Jones (Joe Simon)
Kicking off the soundtrack LP is Joe Simon’s groovy, atmospheric theme song for the film. Simon was a prolific soul singer of the 1960s and ’70s with such hits under his belt as “Your Time to Cry,” “Drowning in the Sea of Love” and “Power of Love.” He wrote, produced and performed “Theme From Cleopatra Jones” with his band, The Mainstreeters, recording it on the scoring stage of The Burbank Studios (as the Warner Bros. lot was known at the time), with string arrangements by Bert de Coteaux. The song appears over the film’s main and end titles, with its distinctive four-beat (one-bar) groove instantly memorable (indeed, moreso than the song’s actual melody). Cool lyrics espouse Cleo’s attributes, while wah-wah effects blend impeccably with acoustic orchestrations.
2. The Wrecking Yard (Carl Brandt)
The film’s climax is set in a junkyard, where this cue was intended to be the first of three continuous selections (see disc 1, track 29): Drug-lord villain Mommy (Shelley Winters) plans to murder Cleo and young Tiffany (Brenda Sykes) by trapping them in a car as it is demolished—which she first demonstrates by executing one of her own henchmen. Score co-composer Carl Brandt makes use of J.J. Johnson’s theme for Mommy—a comic bass waddle—in this groove-driven cue. (In the film’s final editing, the music-cutting for the finale is a mishmash, with many passages omitted and others replaced by cues from earlier in the film.)
3. Love Doctor (Jackie Avery)
This is the first of two Millie Jackson-performed songs used in the film and on the soundtrack album, provided by Spring Records from Jackson’s contemporaneous LP, Hurts So Good (Spring SPR 5706); the two songs, “Love Doctor” and “It Hurts So Good” (disc 1, track 7), were also released as a single in August 1973 (as Spring 139). In the film, “Love Doctor” appears as source music for a party at the film’s conclusion, during which Cleo says goodbye to her boyfriend Reuben (Bernie Casey) so she can pursue her fight against crime.
4. Airport Flight (Brandt)
Early in the film, Cleo arrives in Los Angeles, where Mommy’s goons wait to ambush her at the airport—but Cleo gets the drop on them in baggage claim, defeating them in a hand-to-hand fight and shootout. When police come to secure the scene, she waves her badge, “Special Agent—Seal of the President of the United States,” and walks off. Carl Brandt composed this dynamic action cue (some of the beginning of which is dialed out of the finished film) epitomizing the sort of large-scale, high-energy and action-oriented symphonic funk that marked the best of the “blaxploitation” soundtracks. (This LP presentation of the cue is slightly abridged; for the full-length version, see disc 1, track 15.)
5. Emdee (Johnson)
This mellow instrumental was intended—but not used—for a scene following “Airport Flight” in which Cleo speaks on the phone with police captain Lou Crawford (Dan Frazer). It was meant to be a piece of “LOW KEY, contemporary MJQ” source music (per the spotting notes, where “MJQ” refers to the Modern Jazz Quartet as a stylistic model) that Cleo listens to in her apartment. (The LP presentation of the track uses a “radio fade”; see disc 1, track 16 for the full-length recording.)
6. Desert Sunrise (Johnson)/Main Title Instrumental (Simon, arr. Johnson)
Side two of the LP opened with what was intended to be the film’s first music. “Desert Sunrise” is an eerie, textural piece spotlighting chromatic strings for the picture’s opening shot: a few nomads and their camel camped in the Turkish mountains. The film’s spotting notes advised: “Use a ‘classical’ THEME, and go contemporary on CUT to helicopter.”
At the time the film was scored, “Main Title Instrumental” was intended to accompany the opening credits as Cleo arrives (in said helicopter) at a poppy field to supervise its destruction in a military operation (the actual firebombing is unscored). While the LP presented this instrumental version of Joe Simon’s “Cleopatra Jones” song, arranged and conducted by J.J. Johnson, the finished film used Joe Simon’s record version (albeit with an alternate vocal take, see disc 2, track 30).
7. It Hurts So Good (Phillip Mitchell)
This second Millie Jackson track from Spring Records is heard midway through the film: after “Motorcycle Funk” (disc 1, track 22), Cleo visits Reuben, laid up in bed from a gunshot he suffered during “Ambush” (disc 1, track 18). The two begin a love scene as the track plays as source music on a record player. The song is used in the finished film in lieu of J.J. Johnson’s instrumental “Cleo and Reuben” (disc 1, track 10) aka “Cleo and Reuben Love Theme” (disc 1, track 23).
8. Goin’ to the Chase (Johnson)
Later in the film, Cleo plays this mellow but upbeat source cue on a cassette player in her car as she drives along the freeway (and two enemy cars sneak up behind her). On the soundtrack LP, this source cue (see “Chase Cassette,” disc 1, track 24 for the full-length version) segues directly into:
9. Go Chase Cleo (Johnson)
Cleo bests the two enemy cars in a lengthy chase. This is an abridged version of Johnson’s exciting, up-tempo action music (see “Cleo Chase” disc 1, track 25 for the full-length version).
10. Cleo and Reuben (Johnson)
This was Johnson’s intended score cue for the love scene between Cleo and Reuben (see disc 1, track 7), featuring a full presentation of their love theme. The finished film used the Millie Jackson song “It Hurts So Good” in its place.
11. Wrap Up (Brandt)
The wrecking-yard scene (see disc 1, track 2) turns into a climactic battle as Cleo’s friends arrive to save the day; Cleo and Mommy fight, and Mommy falls to her death. Brandt’s groovy action scoring was intended to cover the entire brawl, although the finished film replaces it with portions of “Airport Flight.”
12. Theme From Cleopatra Jones/Instrumental (Simon)
The closing track of the Cleopatra Jones soundtrack LP is a version of the full-length “Theme From Cleopatra Jones” minus Joe Simon’s vocal.

Disc 1, tracks 13–29, present the complete J.J. Johnson/Carl Brandt score to Cleopatra Jones in chronological order—except for the intended main title music, which would have been identical to disc 1, track 6, and is not repeated due to space limitations. The tracks have been newly mastered from Dan Wallin’s ½″ three-track film mixes. The score program duplicates a few cues from the LP sequence, expands others, and debuts many more for a broader look at this classic blaxploitation effort.

13. Pot Burn
This is a short “tag” after the film’s main title sequence set in Turkey: the orchestra provides a dissonant swell as Cleo watches poppy fields burn (see disc 1, track 6), the scene segueing to:
In her office, Mommy rages to her flunkies about Cleo’s destruction of the poppy fields. Mommy gets the idea that attacking Cleo’s local charity, the B&S house, would entice Cleo to come home (and thus abandon her international narcotics policing). Mommy’s comic theme plays as she makes a phone call. The cue segues to:
Police Raid (Johnson, orch. Brandt)
A short, whirling orchestral tag accompanies a cut to police cars bearing down on the B&S house—Mommy’s plan in action.
14. Jimmy Pleads (Johnson/Brandt, orch. Brandt)
The police find drugs on B&S resident Jimmy Beekers (Jay Montgomery)— the dope is planted—and Jimmy pleads his innocence to the uncaring white cops, one of whom punches Jimmy after reading him his Miranda rights. Carl Brandt, incorporating Johnson’s thematic material, provides wistful but ominous strains for strings and high-end synthesizer.
15. Airport Flight (Brandt)
Cleo arrives in L.A. and defeats Mommy’s goons at the airport (see disc 1, track 4); this is the full-length version of the cue.
16. Emdee
This unused mellow source cue was written for a scene in which Cleo listens to music at her apartment while on the phone with Capt. Crawford (see disc 1, track 5); this is the full-length recording of the cue.
17. Elevator (Brandt)
Cleo leaves her apartment as a pair of neighborhood friends (Eugene Jackson and Lee Weaver) speak admiringly (if crudely) about her. Carl Brandt provided this lighthearted, chipper groove for Cleo stepping out.
Cleo and Captain (Brandt)
The upbeat groove was meant to continue (but was not used in the finished film) as Cleo rendezvous with Crawford and Sgt. Kert (Stafford Morgan) at a diner.
18. Ambush (Brandt)
Cleo goes to the B&S house to see her boyfriend, Reuben, but upon leaving the two are fired upon by snipers from a rooftop across the street, who wound Reuben. Only the final 0:28 of this action cue appears in the finished film; it was meant to score the entire sequence as Cleo returns fire, then infiltrates the building to kill the attackers.
19. Doodle Apartment
Cleo goes to the apartment of Doodlebug Simkins (Antonio Fargas), a flamboyant gangster. A low-key, groove-driven suspense cue accompanies the beginning of the scene as Cleo exchanges words and pushes with Doodle’s posturing bodyguards.
20. Soul Food
Cleo pays a visit to Mrs. Johnson (Esther Rolle) at her soul food restaurant; this mellow source cue plays at a low level in the background.
21. Karate Gag
Cleo needs the help of Mrs. Johnson’s sons Matthew (Albert Popwell) and Melvin (Caro Kenyatta), whom she visits at their karate studio. There she postures as if she will fight them hand-to-hand—Johnson’s cue provides a bit of ambient red-herring tension—but they laugh and exchange greetings.
22. Motorcycle Funk
Cleo visits a motorcycle hill-climbing race to ask questions of Andy (Mike Warren), whose sister is Doodlebug’s girlfriend, Tiffany (Brenda Sykes). This funky instrumental (“rock” was suggested by the spotting notes) was recorded—but not used—as source music for the contest.
23. Cleo and Reuben Love Theme
Cleo visits Reuben as he recovers from his gunshot wound. The finished film replaced Johnson’s full presentation of their love theme with “It Hurts So Good” (disc 1, track 7). This track is the same as disc 1, track 10.
24. Chase Cassette
This is the full-length version of “Goin’ to the Chase” (as heard on the Cleopatra Jones LP, disc 1, track 8), a groovy source cue that Cleo plays on a cassette in her car before spotting two “bad-guy cars” tailing her.
25. Cleo Chase
This is the full-length version of “Go Chase Cleo” (as heard on the Cleopatra Jones LP, disc 1, track 9), as Cleo bests the enemy cars in an elaborate chase. The opening of this cue (an eerie synthesizer tone) was meant to overlap and segue from “Chase Cassette” (causing that source cue to end early)—but we have not editorially recreated this effect for the CD. The finished film severely edits and loops this action cue.
26. Before Crash
Doodle and his gang are riding home from his nightclub (see disc 2, tracks 28 and 29) when their car is rammed and demolished by a pair of trucks driven by Mommy’s goons. This short “stinger” cue was recorded (but not used) to underscore the lead-up to the first impact.
27. Snake Crib
Cleo goes looking in a slum building for the drug dealer Snake (Christopher Joy); this funky source cue plays at a low level while she walks down a hallway and Snake attacks her.
28. Verbatim, Simon
A short version of Joe Simon’s “Cleopatra Jones” theme was recorded by Johnson for Cleo driving and talking on her car phone. In the finished film, the instrumental was replaced by an excerpt of Simon’s vocal version.
Man From Glad (Brandt)
Cleo and the Johnson brothers get the drop on crooked cop Purdy (Bill McKinney), who is selling weapons to a pair of white criminals in an abandoned hotel. This groovy cue—part build-up, part action—was intended but not used in the finished film for the ensuing fight and chase. The cue title refers to a line of sarcastic dialogue from Melvin.
29. The Wrecking Yard (Brandt)/More Wrecking Yard (Johnson, orch. Brandt)/Wrap Up (Brandt)
This closing score track represents what was intended to be the wall-to-wall scoring of the film’s finale in a junkyard. “The Wrecking Yard” (for Mommy executing one of her henchman in a demolition machine, to demonstrate how she plans to kill Cleo and Tiffany) is the same as disc 1, track 2; “More Wrecking Yard” is an ambient, suspenseful cue as Cleo and Tiffany appear doomed, but are rescued by the arrival of Reuben and the Johnson brothers; and “Wrap Up” (for the final running-and-fighting) is the same as disc 1, track 11.

Bonus Tracks, Disc 2

Four additional tracks from the original Cleopatra Jones film appear at the end of disc two of this set, following Dominic Frontiere’s score for Cleopatra Jones and the Casino of Gold:

27. Theme From Cleopatra Jones (extended version)
This is the full-length version of Simon’s “Theme From Cleopatra Jones,” featuring additional bars and vocal lines not used in the familiar album edit (disc 1, track 1).
28. Am I Blue
This is the first of two songs for Cleopatra Jones arranged by Roger Kellaway for a sequence in which Tiffany performs at Doodle’s nightclub, attended by the Johnson brothers (heard in the film after “Cleo Chase,” disc 1, track 25). Pattie Brooks was the singer, dubbing for Brenda Sykes as Tiffany. This soulful number dating from 1929 (with lyrics by Grant Clarke and music by Harry Akst) does not appear in the finished film. Slate numbers indicate that this song was originally meant to appear first, but it was subsequently filmed to be the second song, before being dropped altogether. (The printed booklet accompanying this release erroneously attributes this song and the next to Roger Kellaway and Gene Taft; the information that appears here in these online notes is correct. FSM regrets the error.)
29. Swing Down Chariot
This second number arranged by Kellaway and sung by Brooks—a traditional gospel tune with a Shaft-like bass line—is joined in midstream in the finished film (with the ending “Bow Music” unused).
30. Theme From Cleopatra Jones (extended version, alternate vocal take)
The instrumental track here is the same as in the other versions of the song—however, the vocal performance by Simon is a retake (marked “new vocal” on the master tape) that was used for the opening credits of the film itself (listen for Simon’s vocal starting in a lower register). —