"Battle of Britain - The Movie", by Robert J. Rudhall, book excerpt #11
All text by the late Robert J. Rudhall, circa 2000




Music Maketh The Movie

The music for the soundtrack of Battle oBritain, and how it came to be written and recorded, was not itself without controversy. It had originally been contracted out to the famous composer Sir William Walton to compose and record, but Walton, who had previously scored such films as Henry V, The First of the Few, Went The Day Well and The Foreman Went To France, only wrote around 20 minutes of music for Battle of Britain. When the heads of United Artists heard the music they rejected it. One of the reasons is thought to be that there was not enough music to fill a long-playing (LP) soundtrack record!

This rejection took place around a month before the film was due to be premiered and the rush was then on to find another suitable composer.

The producers duly contacted one of the best-known film music composers in the UK, Ron Goodwin. Goodwin's previous film scores had included some of the most popular British box office hits of all time (including a fair number of 'aviation films'): 633 Squadron, Where Eagles Dare, Operation Crossbow, Those Magnificent Men in their Flying Machines, as well as Monte Carlo or Bust, The Trap and the Miss Marple films, among many others.

"In a 1995 interview with the author, Ron Goodwin recalled the writing of Battle of Britain's music score: Film producer Ben Fisz, whom I'd never met before, telephoned me one day and asked if I'd go over to his office in Mayfair, London, to see him. So I went along, and he said to me 'We're making this film Battle of Britain and I'd like you to write the music. There is just one problem. We've already had a score written by Sir William Walton which we don't want to use. )

I wasn't too happy about that, because J didn't want to get into a public competition with somebody as well known as Walton, because I knew who would lose!

Fisz assured Goodwin that only his score would be used and that nobody would even know that there had been any music composed for Battle of Britain by William Walton. Ron accepted the commission, but purposely did not listen to any of the music composed by Walton, as he wanted to create his own score for the film. By this time it was only three weeks before the film's fixed premiere date in London (September 15, 1969), so Ron had to work quickly if a suitable score was to be ready in time.

So desperate were the producers that Fisz told Goodwin that he could name his own fee if he could deliver the music in time. I named a figure, which was quite a good one for that time, and set to work remembers Ron, and then the trouble started. About a week before the studio recording date Harry Saltzman called me and said 'Can you come and see me in my office, it's very urgent'. I reminded him that time was of the essence if I was going to finish all of the music that the producers wanted for the film, but Saltzman insisted that I go and see him in London. When I got to Saltzman's office he told me that Sir Laurence Olivier was very) upset that Walton's music was not going to be used, and unless some of Walton's score is retained in the film he (Olivier) is going to have his name taken off the film.

For a major actor like Olivier to have his name removed from the movie's credits would have been the kiss of death to a production like Battle of Britain, the adverse publicity it would have incurred could have had drastic effects on the film's release, and in turn its overall box office viability. Something obviously had to be done, and done quickly!

Even though he was originally promised that it would be his score and his score alone that was heard in the film, Ron was then asked if he would agree to some of Walton's music being inserted into the soundtrack of the production. This delicate matter was then put into the hands of Ron's lawyer, Stanley Rubenstein who advised Saltzman and Fisz that they had gone back on their promise that only Goodwin's music would be used.

However, the producers were very crafty, remembers Ron, because they suggested that possibly Walton's music for the 'Battle in the Air' sequence towards the end of the film could be slotted in without any problems. 'Why don't we listen to your music for that section of the film and then listen to Walton's and decide which one we like the best,' Saltzman said to me. It was all a bit of a joke really because it was obvious which one they were going to pick.

Inevitably Walton's music for the 'Battle in the Air' sequence was decided upon, but as Ron remembers: My lawyer and 1 went to the press show of the film on September 15th, before the official public premiere later that day, and that was the first that we knew that the producers had used Walton's music for the aforementioned sequence. To make matters worse, after the press show, someone at United Artists dubbed in several bars of William Walton's end theme as the closing credits were rolling up the screen, then it faded out and my theme was faded in. It sounded like a really serious dubbing error. I've subsequently seen it on television with this 'altered' ending, and I've also seen another version with my full end title music intact. So at some stage in the proceedings there were two different prints of the film floating around. I presume this was done so that the producers could say that both pieces of music were used!

Indeed, the first time that Battle of Britain was shown on British television (BBC One in September 1974, five years from the film's original cinema release) it was a print with the Walton/Goodwin end title theme. This version of the film has never been released on video. All video copies have the complete Goodwin end title theme intact. On January 23, 1999, Channel Four television broadcast a copy of Battle of Britain which had the William Walton end title music intact with none of Goodwin's familiar theme included at all, thus making a third variation of extant prints of the film.

The sad part of the whole affair says Ron, is that United Artists never even told Sir William Walton that his music had been dropped from the film! The first he knew of the problem was when a film critic rang Walton to ask him why his music was not used in the film. Then the press got hold of the story and there were articles in the newspapers asking why Sir William Walton OM had his score replaced by one Ron Goodwin, who has yet to receive his Order of Merit? It was all spiteful stuff, which one could have done without, and I suddenly became 'the villain of the piece' overnight.

Ron Goodwin's score for Battle of Britain contains one of the best pieces of martial music ever recorded for the big screen. Luftwaffe March is heard over the titles as General Milch inspects the lines of Heinkel bombers and their crews on the film's French airfields. Indeed, it has been said by many that Luftwaffe March is the 'star' piece of music in the film!

Some people questioned where my loyalties lay when they heard Luftwaffe March, but that's probably because it is the first music heard in the film, says Ron, and that it's such a dramatic and dominant piece. The producers told me that the Germans were victorious at the beginning of the film and the British were victorious at the end, therefore this should be reflected in the accompanying music. I based the Luftwaffe March on all the German marches I'd ever heard; because they've all got that heavy, relentless beat to them. In fact the Luftwaffe March took me most of the three weeks to compose and get right. It was really panic stations to get the whole score completed. I had to work through the night on several occasions in order to finish the music and get it orchestrated in time for the recording sessions.

This 'panic situation' certainly does not seem apparent when one listens to Goodwin's music for Battle of Britain, for it ably conveys the might of the Luftwaffe, whilst the RAF portions of the score are truly patriotic and gained cheers from the cinema audiences when the RAF was getting the upper hand halfway through the film!

Goodwin's score for the film was released on the United Artists long playing record Battle of Britain (UAS 29019 in the UK, MCA-25008 in the USA) and eight-track tape cartridge (8XU 29019) to coincide with the film's 1969 premiere and featured 19 tracks: Side One: 1: Battle of Britain Theme, 2: Luftwaffe March, 3: The Lull Before the Storm, 4: Work and Play, 5: Death and Destruction, 6: Briefing the Luftwaffe, 7: Prelude to Battle, 8: Victory Assured, 9: Defeat. Side Two: 1: Hitler's Headquarters, 2: Return to Base, 3: Threat, 4: Civilian Tragedy, 5: Offensive Build-up, 6: Attack, 7: Personal Tragedy, 8: Battle in the Air (Composed by Sir William Walton OM and conducted by Malcolm Arnold), 9: Absent Friends, 10: Battle of Britain Theme - End Title.

After being deleted for many years, the soundtrack was digitally remastered and released in 1990 on Compact Disc (CD) by EMI in the UK (CDP 794865 2). This re-release coincided with the 50th anniversary of the 1940 Battle of Britain, but after around 12 months in the record shops this CD was deleted from the catalogue.

Up to 1999, Sir William Walton's full score for the film had never been issued on record or compact disc. The publishers, Oxford University Press (OUP) were due to release the music, indeed some of it had been programmed for inclusion in the BBC's Henry Wood Promenade Concert in 1969, as part of the film's publicity campaign, but it was withdrawn at the last minute and the music subsequently disappeared.

Later, the Rt Hon Edward Heath (when he was the UK's Prime Minister) was able to obtain the score from OUP's vaults, and with the permission ofSaltzman and Fisz, who owned the rights to the music, presented a copy of it to Sir William Walton, during a private dinner party at No 10 Downing Street in 1972 to celebrate the composer's 70th birthday.

In the same year (1990) that Ron Goodwin's music for Battle ofBritain was re-released on Compact Disc, portions of the Walton score surfaced on a CD marketed by Chandos in the UK, Sir William Walton's Film Music Vol 2 (CHAN 8870). Sir Neville Marriner conducting The Academy of St Martin in the Fields recorded three individual pieces. Scherzo -Gay Berlin; Spitfire Music and Battle in the Air; March Introduction, March and Siegfried Music. The latter two movements formed a concert suite arranged by Colin Matthews and were performed in public during the mid-1980s by renowned composer and conductor Carl Davis.

Goodwin's own Battle of Britain Suite, a compilation of his different themes from the film, has been a popular inclusion in many of Ron's concerts throughout the world. It was finally recorded at a live concert at London's Royal Festival Hall in 1996 and released on a CD in 1998 entitled Screen Extravaganza (Music Collection International, MPMCD2 004).

In May 1999 a major breakthrough took place, when the American-based company Rykodisc released a CD (RCD 10747) which included all of Goodwin's score, plus the entire selection of music composed for the film by Sir William Walton. That Walton's music should resurface after nearly 30 years was nothing short of a miracle. When the original 1969 recording sessions took place at the Anvil Studios at Denham, the then recording engineer Eric Tomlinson had the incredible foresight to keep hold of three 'master back-up' reels of tape.

Taking them home, he stored them in his garage and over the years forgot all about them. In the 1990s the tapes were re-discovered having gathered much dust and mould over two decades. Many hours of painstaking work went into the remastering of Walton's music, until finally it was ready for release. On listening to Sir William's offering, it includes many of the trademarks of a Walton score. Indeed, his Battle of Britain March has audible overtones of one of his earlier compositions, 'Orb and Sceptre'.

Assisting Walton with the orchestration was his friend and fellow composer, Malcolm Arnold, who had been heavily involved in the scoring of many films. Arnold conducted the recording sessions of Walton's score, and reportedly also assisted in the composing of certain passages.

Whatever the controversy and internal politics surrounding the final musical choice used in the film, Ron Goodwin's music for Battle of Britain has stood the test of time and has gone down in history as one of the most charismatic and descriptive scores ever composed for an aviation film!


Ron Goodwin was born in Plymouth on February 17, 1925. A highly successful film music composer and conductor, Ron is without doubt one of the UK entertainment industry's most versatile and complete musical talents. After leaving school he began working in an insurance agency and playing trumpet in a band in his spare time, he was advised by his then employer to go and get a job in the music industry. After spending a period in the copying department of music publishers Campbell Connelly and Co, he started to provide arrangements for some of the leading recording artists of the 1950s, Jimmy Young, Petula Clark, to name just two. Ron also arranged the orchestral accompaniment for the very popular Peter Sellers comedy records, Goodness Gracious Me and Balham -Gateway to the South etc.

His first score for the silver screen was for the 1958 film Whirlpool, since then he has composed the music for over 60 feature films, including some of the biggest British box office successes ever. The series of four Miss Marple films (with Margaret Rutherford), 633 Squadron (the first British-made war film in Panavision and colour), Those Magnificent Men in their Flying Machines and the sequel Monte Carlo or Bust (or as it was called in America, Those Daring Young Men in their Jaunty Jalopies), Frenzy, The Trap, Day of the Triffids, Lancelot and Guinevere, Force Ten from Navarone, Operation Crossbow, The Early Bird (with Norman Wisdom), That Rivera Touch (with Morecambe and Wise), Submarine Xl, Where Eagles Dare, and many others.

In 1993 Ron Goodwin was made a Fellow of the City of Leeds College of Music, and in 1994 was presented with an Ivor Novello Award for Life Achievement in Music. A true 'gentleman' of the music business, Ron celebrated his 75th birthday in a special concert of his film music with the Bournemouth Symphony Orchestra at the Winter Gardens Theatre, Bournemouth, on February 12, 2000. Still active in the composing field, he also continues to make live concert appearances with leading symphony orchestras all over the world.

Ron Goodwin - the music master, at his home in 1995. A very talented and incredibly friendly person,
Ron's music has graced man of the best British films ever made.
(Photo from Robert J. Rudhall)


Born in 1902, William Walton was perhaps best known for his scores for Hamlet (1948) and Richard III (1956), all of which starred Laurence Olivier, hence their great friendship. Walton was also instrumental in the composition of music for some of the best known and effective films to emanate from the British film industry during World War Two, The Foreman Went To France (1942), Went the Day Well (1942) and The First Of The Few (1942), the latter spawning the all-time classic 'Spitfire Prelude and Fugue'. He composed his first film score in 1935 for Escape Me Never, and his last in 1970, The Three Sisters. Sir William Walton died in 1983.

Sir William Walton, pictured in 1969, was the composer of Battle of Britain's 'lost' score.
(Oxford University Press via Francois Prins)



Born on October 21, 1921, at Northampton, England, Arnold studied composition, trumpet and piano at the Royal College of Music, London, in 1938. He joined the Royal Philharmonic Orchestra as a trumpet player in 1940. After serving in the Army between 1944 and 1951 , Malcolm Arnold concentrated on composing classical works until his debut as a film music composer in 1952. His films include: The Sound Barrier (1952), Hobson's Choice (1953), The Night My Number Came Up (1955), A Hill in Korea (1956), Blue Murder at St Trinians (1957), The Bridge on the River Kwai (1957), Dunkirk (1958), Inn o/the Sixth Happiness (1958), The Angry Silence (1960), Whistle Down the Wind (1961), The Heroes of Telemark (1965) and David Copperfield (1970).




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