The Venetian Affair

The Venetian Affair (1967) represents the first of two attempts by M-G-M to cast one of the leads from its television spy series The Man From U.N.C.L.E. in a secret agent-styled feature. The Venetian Affair starred Robert Vaughn as an ex-CIA agent investigating a terrorist attack on international diplomats at a peace conference in Vienna. Schifrin wrote a contemporary spy-flavored score (continuing his work in the genre from projects such as The Man From U.N.C.L.E., The Liquidator, Blue Light and Mission: Impossible) for only 22 musicians—no strings or brass, but spotlighting the Hungarian cimbalom (used by John Barry in The Ipcress File) and featuring an array of plucked and struck instruments (zither, Italian salterio, Indian sitar and tamboura, harpsichord, two harps and mandolin), conjuring an exotic flavor for Italy and the mystery and intrigue of the Cold War.

Disc 4, tracks 1–16 present the premiere release of the complete original soundtrack to The Venetian Affair, with bonus selections following as tracks 17–20. The score has been newly remixed from the original 35mm three-track magnetic film recordings.

The only previous release of music from the film was an MGM Records 45rpm single (K13670) featuring Schifrin’s re-recorded “Venice After Dark” (the main theme) and “Our Venetian Affair” (the love theme); these can be found on disc 5, tracks 26 and 27.

1. Venice After Dark
The opening titles unfold as an American diplomat, Alan Prentiss (played by the film’s screenwriter and producer, E. Jack Neuman), travels through Venice with sinister foreign agent Robert Wahl (Karl Boehm). In the finished film, the first part of this sequence plays without music (see track 20); when Prentiss and Wahl board a gondola, Lalo Schifrin’s misterioso, Italian-flavored main theme enters on cimbalom over a jazz rhythm section as they travel to an ill-fated international peace conference.
2. N.Y. at Dusk
Prentiss detonates a bomb at the conference, killing himself and the other diplomats. A low, rattling cluster marks the aftermath of the explosion before contemplative harp and guitar play through a transition to New York.
The One to Spare
Low-register cimbalom and bass toy with the main theme as reporter (and ex-CIA operative) Bill Fenner (Robert Vaughn) arrives at the offices of the International Wire Service, where he receives an assignment to investigate the explosion.
3. Venetian Dialogue
In a Venice restaurant, Fenner surreptitiously photographs scientist Pierre Vaugiroud (Boris Karloff); the main theme returns briefly until one of Vaugiroud’s bodyguards confronts the reporter.
The Credentials
Fenner asks to speak with Vaugiroud but the scientist dismisses him, accompanied by a suspicious chromatic passage. The main theme plays through a transition of Fenner arriving at a Venetian police station to attend a press conference about the bombing.
4. Next of Kin
At the city morgue, Fenner converses with Frank Rosenfeld (Edward Asner), his former supervisor at the CIA; the main theme plays over a chromatic pattern as they watch Prentiss’s attractive secretary Claire Connor (Felicia Farr) identify the remains of her boss. The cue ends with a threatening flourish as Rosenfeld introduces the American reporter to a creepy Russian agent.
The Back Door
Low-register cimbalom and bass rerprise the main theme as Fenner observes Claire leaving the morgue.
5. Claire’s Blues (short version)
Schifrin introduces a sentimental blues theme as Fenner consoles Claire in her apartment. She explains that Prentiss was a good man, before opening up to Fenner and kissing him.
6. Open Gate
Fragments of the main theme sound over improvisatory percussion as Fenner, Rosenfeld and some CIA operatives head to a meeting with Vaugiroud. The cue snarls to a conclusion when they discover the hanging corpses of Vaugiroud’s bodyguards.
The Unsolved Affair
Rosenfeld reveals that Fenner’s ex-wife Sandra Fane (Elke Sommer) had an affair with Prentiss before the bombing. Schifrin introduces a nostalgic flute theme—an instrumental version of the end title song “Our Venetian Affair”—as Fenner thinks of Sandra; she too is an ex-CIA agent, and her traitorous conduct resulted in Fenner’s dismissal from the agency. The cue takes a dark turn as Fenner angrily realizes Rosenfeld summoned him to Venice for the express purpose of finding Sandra for the CIA, prompting Fenner to punch Rosenfeld in the face. Schifrin reprises Sandra’s theme over an unnerving pedal point as the reporter attempts to compose himself.
7. Unconcerned
Fenner accompanies Rosenfeld to CIA headquarters, where he agrees to track down Sandra. He is dismayed to find Claire working alongside the other agents: she has been with the CIA all along. Her “Blues” theme returns as she privately expresses to Rosenfeld her disapproval over how he uses people. Only the closing bars of this cue appear in the finished film, playing as Fenner checks his gun and collects a key to Sandra’s apartment.
The Other Venice
The main theme plays for Fenner arriving outside Sandra’s apartment. A French spy, Jan Aarvan (Joe De Santis), watches the reporter from afar and takes notes.
Venetian Affair
Sandra’s bittersweet theme creates a sense of history for the couple as Fenner explores his ex-wife’s apartment, filled with sculptures and other artwork.
8. Around the Corner
Aarvan tails Fenner through Venice, to a reprise of the main theme enhanced with bongos and shakers. Fenner, aware of his pursuer’s presence, hides behind a pillar before retreating into a café, where he calls for backup.
9. At the Convent
Schifrin composed this (ultimately unused) version of Sandra’s theme for a scene in which Fenner searches for his ex-wife at a local convent.
Fenner and Sandra reunite at the convent. Her theme plays on guitar and flute as Fenner reminds her of how she disappeared without a word three years prior. Sandra’s melody belies the awkwardness of their encounter, giving weight to her confession that she still loves him.
10. His Name Is Goldsmith
Schifrin develops the main theme nervously on cimbalom as Fenner alerts Sandra to the presence of a spy in the convent’s courtyard; she identifies him as Goldsmith (Bill Weiss), an employee of the mysterious Wahl. Sandra goes on to describe Wahl as a man who “buys and sells power.” Eerie cimbalom and bongo rolls create tension as Fenner sneaks up behind Goldsmith, who wields a pocketknife. Violent, rhythmic bursts of piano, cimbalom and percussion underscore a scuffle between the two men before Fenner pins Goldsmith to the ground and demands a meeting with Wahl.
11. No Fright
Sandra accompanies Fenner to the apartment of Mike Ballard (Roger C. Carmel), a fellow IWS reporter. Fenner phones Rosenfeld at CIA headquarters, where the French spy Aarvan suddenly turns catatonic during questioning; Schifrin scores his trance with dissonant woodwinds over a chromatic ostinato as Claire reveals that she once found Prentiss in a similar state.
A New Beginning
In Ballard’s bedroom, Sandra tells Fenner of her desire for a new life. Her melody returns as they become intimate, with an uneasy bongo and suspended cymbal roll building through the final bars of the theme, reminding of the danger that surrounds them.
12. Fenner
A spare rendition of the main theme for cimbalom, bass and harp underscores Claire’s nighttime meeting with Fenner; she presents him with a passport for Sandra.
Claire’s melancholy tune makes a brief appearance when she kisses Fenner on the cheek for luck—he will need it, as he has resolved to sneak Sandra out of Venice. When Claire turns to leave, threatening textures signal the arrival of two of Wahl’s henchmen, who proceed to apprehend Fenner. A fateful reprise of the main theme marks a shot of their speedboat transporting Fenner to a meeting with Wahl, who offers the reporter $15,000 in exchange for Sandra.
Fenner and Ballard discuss the Vaugiroud report in Ballard’s office. A dissonant piano outburst marks the appearance of Vaugiroud’s bleeding bodyguard in the doorway and the room erupts in gunfire. Schifrin scores an ensuing shootout between Fenner and one of Wahl’s assassins with cimbalom, accordion and aggressive low-end piano. Fenner succeeds in killing the assassin, but not before Ballard and his secretary die in the crossfire. Woodwinds take up the main theme amid militaristic snare, timpani and piano as Fenner retrieves Vaugiroud’s precious report from the dead bodyguard.
13. As Long as We Are Together
The love theme underscores a rendezvous between Fenner and Sandra as she disguises herself (by changing into a nun’s habit) and admits her desire to be with Fenner always. A suspicious development of the love theme plays on accordion and cimbalom as Sandra sneaks onto a ferry.
14. I Didn’t Lie to You
Fenner meets up with Sandra in her compartment on a train bound for Paris. When he finds her with Wahl and Goldsmith, he thinks that she has betrayed him, despite her protests. Fenner refuses to turn over the Vaugiroud report, prompting Wahl to shoot Sandra. The love theme sounds over sinister accompaniment as she dies in Fenner’s arms. Wahl admits that she was in fact innocent and that they followed her to the train; Fenner lunges for the villain but Goldsmith knocks him unconscious.
Hypodermic Persuasion
Schifrin reprises the hypnotic material from “No Fright,” developing it as Fenner slowly regains consciousness in a padded cell. A door swings open, revealing Wahl and his crew—when Fenner once again refuses to turn over the report, Wahl threatens to inject him with a mind-control drug, the same one used on Prentiss and Aarvan. Wahl demonstrates the power of the drug on a cat, which proceeds to howl in fear over the presence of a harmless mouse. (The finished film dials out the passage for pitch-bending bass, cimbalom and percussion.)
15. Subliminal Horror
After one of Wahl’s goons injects Fenner with the drug, the hypnotic material underscores him resting in his padded cell. Wild jazz percussion, flute and cimbalom sound when his captors release a mouse into the chamber and Fenner freaks out much like the cat did earlier.
Vaugiroud visits with Fenner and encourages him to lead Wahl to the report, then Wahl snaps his fingers and the scientist lumbers away, zombie-like, accompanied by sinister cimbalom and halting low-end piano: he too is under the influence of the mind-control drug.
Venetian Chase
A hypnotized Fenner brings Wahl and Goldsmith to a church, where he has hidden the report in a confessional. Before leaving with the document, Wahl informs Fenner that Vaugiroud will blow up a second conference later that day. Nervous jazz drumming underscores Goldsmith preparing to shoot Fenner, with ascending woodwind chords sounding over the percussion as the reporter snaps out of his spell, smothers the henchman with a curtain and beats him unconscious. Cimbalom joins the rhythm section as Fenner and Wahl engage in a game of cat-and-mouse that plays out above deserted Venetian canals. The reporter eventually draws Wahl out into the open and shoots him, his body falling into the water, marked by a low-end piano cluster. A murky alto flute line sounds over cymbal as Fenner reclaims the report.
16. A Lonely Silhouette
Fenner arrives at the conference just in time to stop Vaugiroud and turns the scientist’s report about the mind-control drug over to Rosenfeld, who proceeds to read it aloud to the assembled European security officials. The main theme receives a lonesome reprise as Fenner leaves, dejected over Sandra’s death.
Our Venetian Affair
Julius LaRosa croons “Our Venetian Affair,” a bittersweet vocal version of Sandra’s theme (with lyrics by Hal Winn), over the end credits, which play out against a scenic shot of a canal. Schifrin recorded the song with a group of eight players (plus LaRosa) on August 2, 1966, shortly after the sessions for the score proper. (LaRosa wound up recording the song again later that year, on October 25, for his album Hey Look Me Over [MGM E/SE-4437]; this featured a slightly different arrangement by Don Costa, also released on a 45rpm single [MGM K13651]. It is not included here due to licensing restrictions.)

Bonus Tracks

17. Claire’s Blues (long version)
This extended version of “Claire’s Blues” (track 5) does not appear in the film.
18. Lonely Silhouette (retake)/Affair Is Over
This track presents an alternate version of the movie’s ending as recorded at the scoring sessions: “Lonely Silhouette” contains the same music as track 16 but from a subsequent (unused) take; “Affair Is Over” is an instrumental arrangement of Sandra’s theme, in place of the song “Our Venetian Affair.”
19. Our Venetian Affair (long version)
This extended version of “Our Venetian Affair” performed by Julius LaRosa runs about 0:45 longer than the shorter version used in the film (see track 16).
20. Main Titles (Piazza San Marco) (cimbalom)
Creepy solo cimbalom hints at the main theme; Schifrin intended this unused piece to play at the opening of the film when Prentiss first meets up with Wahl. —