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by, you guessed it, John Williams
For the sequel to Star Wars, Williams crafted what I think is the best film score of the twentieth century.  He extended the Wagnerian operatic approach and, in the process, added several new themes and motifs including a new love theme for Han and Leia, a motif for the droids, a bassoon  motif for Boba Fett, a cosmopolitan march for Lando Calrissian, Yoda's benevolent theme, and, of course, the immortal Imperial march.  All of the major themes and motifs from the first film return and are mercifully toned down (no more Luke's theme or Force theme playing continually - see review for  Star Wars )  Although he employs dissonant orchestration at some points, it never overtakes the entire score, and adds new meaning to the uncertain future of the plot.  This special edition release, like the first one, puts the complete score in chronological order and provides a lengthy, concise essay on the score by Michael Mantessino.  Even though the sound quality on the Star Wars rerelease was greatly improved, I think that this surpasses it, giving the sound almost a tangible quality that has been unequaled.  Also, another improvement over the SW rerelease is the greater wealth of unreleased music, (20 minutes in all, compared to the 6 minutes of SW.) which is much more interesting than that of SW, containing new versions of many themes.  While I find myself turning continually to the boxed set when listening to SW, I find the listening experience for the complete score to TESB to be much more coherent.  Like always, the London Symphony Orchestra shines, giving a unique, pristine interpretation of John Williams' creative vision.
(Whoa! If I had that much to say in the opening, I'm scared to think about how long this review's going to be!)

Track by Track Analysis:
CD1: While Star Wars gave all of its character development in the first half, ESB hits the action straight on, with the second disc holding most of the character development (which, may I say, is much more interesting and moving than that of Star Wars.)

1. 20th Century Fox Fanfare (:22)
John Williams' magnum opus opens with this spirited performance of the Fox Fanfare specially recorded for the occasion.  This perfectly sets the mood for:

2. Main Title/The Ice Planet Hoth (8:09)
I really don't think anything needs to be said about the main title.  Like I said in the SW review, unless you've been in a coma, you have no business not knowing this theme.  Although I don't swear by it as many people do, I find it a nice, heroic theme for the main character's exploits (but, you have to admit, it's grossly overused in the previous score.  Almost as much as the Force theme.)  The unused Ice Planet Hoth contains introductions to most of the major themes and motifs, opening with a hint of Vader's theme under dissonant orchestrations, which perfectly sets the desperate, downcast tone of the film.  After more atonal wanderings, we get some appropriately "snowy" music subtly blended with hints of Luke's theme, and segueing into the first, truncated statement of the new love theme.  Dissonant action music follows as the hero gets kidnapped by a snow monster, followed by traveling music as Han returns to the base.  More hints of Luke's theme precede a statement of Leia's theme as she is seen for the first time.  As the couple argues, Williams seamlessly interpolates the complete love theme, followed by the first hearing of the new droid motif, played on flute.  A militaristic variation on Luke's theme followed by a final hint of the love theme ends the track.

3. The Wampa's Lair/Vision of Obi-Wan/Snowspeeders Take Flight (8:44)
Along with the previous cue, this was meant as continuous underscore for the first reel of film.  Opening with dissonant suspense music, it also introduces the Force theme under soaring strings, followed by a desperate permutation on Luke's theme as he escapes.  More unused traveling music for Han Solo with snippets of the Rebel Fanfare follow, along with another statement of the flute motif for the droids.  Assorted travel music plays for the next few minutes, interpolated eventually with Luke's theme.  "Vision of Obi-Wan" is a statement of the Force theme as the departed Jedi Master leaves a few last words of wisdom to his pupil.  As Solo finds the frozen boy, Williams throws out various desperate motifs (motives?) and after a mournful trumpet solo, he does one of his ingenious subtleties: just before the next cue starts, he interpolates the snowspeeder theme quietly in the background of the end of the middle cue in the midst of the atonality.  The busy motif takes the forefront in the next cue, providing several rousing brass fanfares accompanied by soaring woodwinds.

4. The Imperial Probe/Aboard the Executor (4:24)
For reasons unknown to me, this opens with the music that took the place of the opening of "The Ice Planet Hoth."  "The Imperial Probe" is a collection of various militaristic ostinati centered around the first real statement of Vader's theme in the low brass.  "Aboard the Executor," replaced with the concert version of the Imperial March in the film, gives us a stunning early version of that theme.  The rest is various low key quiet music based on the march.

5. The Battle of Hoth (14:48)
Note to producers: It's fine with me if you want to give us the music in a nice interconnected suite, but in the future, at least separate it into several segueing tracks!  Anyway, this is the biggest action setpiece of the film, much more original than "The Battle of Yavin."  "Ion Cannon" opens with a bittersweet rendition of Luke's theme, but the militaristic tone immediately enters with a huge statement of Vader's theme.  A clarinet motif accompanied by snare drums segues into a quiet version of his theme, which builds and eventually becomes a march for the Rebels as they make their preparations to escape from the frozen underworld.  Various suspense string passages followed by a menacing statement of Vader's theme soon hits an action cue based on Luke's theme.  The military march returns, ending the cue.  "Imperial Walkers," IMHO the most original action cue in the trilogy, opens with a piano run punctuated by various percussion.  For this, several new drums were added to the orchestra, adding to the mechanical quality.  Overall, the feel is quite desperate and hopeless as the Imperials slaughter the nearly defenseless Rebels.  This epic cue is simply another reason why TESB is my favorite score of all time.  "Beneath the AT-AT" begins with a quote of the Rebel military march, along with a short snippet of the droid motif.  The desperate action of the previous section returns with more percussive music, although this time utilizing the Imperial March.  As Luke attempts to escape from his crashed fighter, the mechanical quality of this epic suite is evident.  For the next few minutes, we get various minor key renditions of Luke's theme underscoring various shots of destruction and chaos.  As the walker falls, Williams gives several huge trumpet fanfares, accompanied by a restatement of the military march.  Vader's theme enters again, punctuated by woodwind runs, which ends the cue.  "Escape in the Millenium Falcon" begins with strings, intercut with segments of Leia's theme and eventually Vader's theme.  The love theme surfaces for a few seconds, only to be swallowed by Vader's theme and the string runs.  The tone finally relents at the end of the track, giving a triumphant, yet uneasy trumpet fanfare based on the love theme (even containing a hint of the snowspeeder motif.)

6. The Asteroid Field (4:15)
For the continuation of the Millenium Falcon's escape from the Imperials, Williams employs a rousing action scherzo.  It opens with Vader's theme, followed by the presentation of the main scherzo material in the strings and woodwinds.  The Imperial march returns, which leads into the bulk of the frenetic action.  This continues to build, reaching epic proportions, and giving a huge brass theme still accompanied by the scherzo in the woodwinds.  It appears again in the next section, and the track ends with a soaring performance of the love theme.  "The Asteroid Field" is one of my favorite tracks on the album, and the main highlight of the first CD.

7. Arrival on Dagobah (4:54)
Things quiet down with appropriately murky swamp music for Luke's crash landing.  His theme is stated once, followed by a quirky section based on the droid motif as R2D2 is apparently eaten.  Vader's theme abruptly enters, along with a military march and dissonant descending strings.  That little interlude ends with another statement of his theme.  More swampy music follows.

8. Luke's Nocturnal Visitor (2:35)
Yoda's theme is introduced in a mischievous cue with pizzicato strings as he impersonates an ignorant swamp creature.  After impressionistic flute movement, the first section of that theme is played completely, and this part ends with a final permutation on his theme.  Returning to the Falcon, Williams ends the cue with timpani.

9. Han Solo and the Princess (3:26)
This fully develops the blossoming love theme, and segues to a dissonant section as Vader contacts the Emperor.  Although this cue is a weak arrangement of it, this seems as good a time as any to state my feelings on this theme, so here we go:  Quite simply, I find this the most moving, lush love theme ever written for film.  As a matter a fact, it was the triumphant, yet bittersweet arrangement in the end credits which sparked my love for film music in the first place, and I don't see why it's not discussed more often.

10. Jedi Master Revealed/Mynock Cave (5:44)
The calm before the storm is in the form of a graceful melding of the Force theme and Yoda's theme as Luke realizes who Yoda really is.  This segues into a new orchestration of Vader's theme, complete with clanging anvil.  After a few seconds of suspense music, the frantic, charging Mynock motif is heard for the first time.  It's a wonderful theme, and one only wishes Williams had utilized it in more than one cue.  The next few minutes are filled with more tension music flavored with a few sudden outbursts in the orchestra.  Eventually the Mynock theme breaks out in full force on the horns as the Falcon narrowly escapes the collapsing cave, which is later revealed to be a giant worm.  The frantic motif continues to build, and ends on a cadence.  My only complaint is some minor flubbed notes in the French horns in this extremely difficult passage.

11. The Training of a Jedi Knight/The Magic Tree (5:16)
Williams turns to another bouncing scherzo focused around Yoda's theme and Vader's theme accompanied by pizzicato strings.  The Force theme breaks out in full force, leading to a disturbing, dissonant passage built around Luke's theme.  It's extremely unlike most of the rest of the score, underscoring one of the scariest passages in the film.  However, Luke's theme gets a fresh new orchestration along with the atonal, synth-laden, disturbing strings.  This is definitely not for everyone, but many will still enjoy it.  Vader's theme intrudes at the conclusion for a transition.

CD2:  For me, this is the best disc in the entire Special Edition trilogy, expanding all of the themes and giving some moving revelations.
1. The Imperial March (3:02)
I think we all know this theme, and its placement here is not nearly as distracting as Leia's concert arrangement in SW.  The arrangement here was partially utilized in the end credits, although there are some orchestrations of the theme not heard anywhere else in the score.

2. Yoda's Theme (3:30)
Williams contrasts the tyranny of Vader's theme with the benevolent, peaceful theme for Yoda.  Although much slower and quieter, this concert arrangement was used in the end credits.

3. Attacking a Star Destroyer (3:04)
Underscore returns with the introduction of the sinister Boba Fett motif accompanied by timpani.  Following the completion of this, another brassy action cue reminiscent of the Mynock motif appears, intercut with quizzical moments with suspended strings.  The film returns to scenes of Luke's training, and Williams uses Yoda's theme again.

4. Yoda and the Force (4:02)
As the tiny Yoda performs a miracle, Williams gives us a grandiose reading of his theme that's quite moving.  The cue opens with harsh synthesizer along with a melancholy rendition of Luke's theme.  As Yoda explains his pupil's mistake, the composer provides a celestial arrangement of the Force theme with flying harps (this section was tracked into the film just before the end credits.)  After more lamentation, the Jedi Master's theme appears for the first time in the track, beginning quietly, but building into a magical, grand rendition.  Another transition to Darth Vader's star destroyer follows, with his theme.

5. Imperial Starfleet Deployed/City in the Clouds (6:04)
Vader's theme appears again in a typical arrangement.  While Han and Leia search for a safe harbor for the Falcon, subtle woodwind motifs play, followed by an uneasy, bombastic reading of the love theme.  At the end of the cue, Fett's motif intrudes, foreshadowing later events.  The film cuts back to Yoda and Luke, with various statements of the Force theme, Yoda's theme, and the main theme.  Another of Williams' grand sections appears at the end, with a desolate, mysterious motif for Cloud City, complete with a women's choir.  Dark, ominous murmurings comprise the end of the track.

6. Lando's Palace (3:53)
One of the least used themes of the score, Lando's bustling march is first introduced here.  A sinister passage follows as one of the droids is gunned down.  For Luke's departure from Dagobah, the Big Three themes (Luke, Yoda, & Force) return in their last track together. (Don't worry, they'll be back for Yoda's Death in ROTJ :)

7. Betrayal at Bespin (3:46)
This begins with a frantic orchestration of Luke's theme followed by a cello reading of the love theme.  Lando's theme returns as he seemingly innocently takes them to a luncheon.  As we all know, Vader's march abruptly enters, along with a statement of Fett's sinister motif.  Another surging rendition of the main theme enters, eventually making a transition to a melancholy version of the droid motif at the end.

8. Deal With the Dark Lord (2:37)
Opens with a bass clarinet playing of Vader's theme accompanied by a rising horn figure first introduced in the previous track.  It appears again after more of the droid motif, and leads into a section with the love theme.  An outburst of action, a final statement of the horn figure, and more love theme ends the track.

9. Carbon Freeze/Darth Vader's Trap/Departure of Boba Fett (11:50)
This, of course, is the epic suite underscoring most of the climax of the movie.  Luke's theme begins it, but the music dissolves into a funeral dirge rendition of the ever-present Imperial march.  After an abrupt action moment, Williams gives us a tragic reading of the love theme, that continues to build into operatic proportions with a mournful brass line.  A military motif that will be a constant presence in this cue is given its first reading, followed by an evil statement of Vader's theme.  The original cue for the raising of the carbon freeze chamber with dissonant strings comes next, preceding the film version, which has another tragic playing of the love theme.  That military motif mentioned above becomes prominent, flavored with portions of Vader's theme.  The motif is eventually joined by a dissonant "funeral dirge" which is also heard a lot in this cue.  Williams demonstrates his creative genius once again with a rousing, brassy action section based entirely on Yoda's theme, which darkens into a depressing, bass-laden section intended for the lightsaber battle.  The funeral dirge with the military motif reappears and is expanded upon for the next few minutes, even so much as bringing back the ascending horn figure.  Eventually a restatement of the operatic love theme occurs, this time adding pulsing bass strings, and continuing to build.  This could be called the counterpart to the second part of the next track, as it is almost the same, but ending in anguish instead of triumph.  More unused lightsaber music comprises the rest of this lengthy suite, using a surging, uplifting rendition of Yoda's theme.

10. The Clash of Lightsabers (4:18)
Out of all the epic, tantalizing tracks on this album, I'm afraid that I'm going to have to say that this is my favorite.  It opens with menacing strings, and a malicious reading of Vader's theme with swirling strings comes to the foreground.  My favorite section comes next with the escape from Cloud City.  The first part is an action segment with a pulsing bass line and Yoda's theme.  Lando's march appears for the final time, only to be engulfed by an absolutely stunning brass fanfare.  The love theme continues to build, eventually hitting a fugal section for trombone and trumpet.  As they finally escape the floating prison to their ship, the bittersweet love theme bursts into the orchestra, but this time, it's completely triumphant and punctuated with breathless brass runs.  A thunderous fanfare followed by dissonance ends the track.  If anyone asks you why you like film music, just point them to this cue.

11. Rescue From Cloud City/Hyperspace (9:10)
For Luke's stunning revelation, Williams uses dissonant strings and an operatic reading of Vader's theme.  Falling, anguished strings and horn lead into a rhythmic, despairing march in the strings as Luke hangs perilously on to a weather vane.  Although I haven't expressed much love for the Force theme until this point, I find the statement that follows extremely moving (the best in the entire trilogy.)  Vader's theme reenters, with a running string ostinato.  The anguished march, this time played on horns, fits perfectly with the ostinato.  The march completes itself, segueing into the frenetic "Hyperspace" with a pulsing, chromatic string action motif, which accompanies several epic horn and trumpet fanfares.  A quiet statement of the Imperial march is intercut with the pulsing string ostinato, which eventually houses the final reading of the droid motif.  The ostinato exhausts itself with a final bombastic trumpet fanfare, and the track ends with more Imperial march.  Another one of my favorite tracks of all time.

12. The Rebel Fleet/End Title (6:28)
Fittingly, my favorite film score of all time ends with my favorite end credits of all time.  A final statement of the Force theme with soaring strings and harp leads into one last bittersweet rendition of the complete love theme.  The end credits begin like Star Wars with Luke's theme in the low brass accompanied by the Rebel fanfare in one of its few appearances.  A sprightly rendition of the concert arrangement of Yoda's theme follows, with several sections not heard in the regular score.  This segues into a final version of Vader's theme, almost verbatim to the concert suite.  Finally, the tragic, moving love theme is given its finest arrangement yet, due in no small part to the thundering brass chords near the end.  The epic score ends with a final statement of the Rebel fanfare, ending on a cadence.

Well, as you're probably sick of hearing, this is (all together now:) my FAVORITE SCORE OF ALL TIME.  This CD release gives us the definitive version of it, and even if you have the box set, I say BUY IT!!!  The only thing that detracts this from getting an absolutely perfect rating is that slight flub in the French horns at the end of "Mynock Cave."  (I'm sure you're all sick to death of my unflinching worship of this score, and probably think I'm some kind of blathering idiot by now, but just take my word, Get it at all costs. ;)  And yes, that was a very long review.)

The Empire Strikes Back: The Final Score
Music Rating 10/10
Packaging/Liner Notes 10/10
Sound Quality 10/10
Orchestral Performance 9.5/10
Length 10/10


I like it so much, I'm giving it two:

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The Empire Strikes Back is Copyright 1997 by RCA Victor.  Its appearance on this site is for informational purposes.  Review Copyright 1999 by Andrew Drannon.  Opinions stated are my own, not those of Tripod.