The Empire Strikes Back (Williams, 1980)

Star Wars Ep. IV:
A New Hope
Star Wars Ep. V:
The Empire Strikes Back
Star Wars Ep. VI:
Return of the Jedi

     John Williams' success with "Star Wars" (later renamed "Episode IV: A New Hope") was profound and had a huge impact on film scores to follow.  He scored the sequel (Star Wars Episode V: The Empire Strikes Back") by reusing some of the key themes from the first film, and adding many new, somewhat more mature-sounding themes and motifs. Like the recording for "Star Wars", this score was also orchestrated by Herbert Spencer, conducted by Williams himself, and performed by the London Symphony Orchestra, this time over 18 sessions (instead of 8), spread over December 1979 and January 1980.

     The music for "The Empire Strikes Back" has been released in several forms, with the most complete being the Special Edition double CD released in 1997 (also re-packaged in 2004 and just recently in a digital collection, but both without the excellent liner notes).  The initial version of this score was a double LP, in which Williams re-combined and re-sequenced cues to create a "listening experience".  The 1997 Special Edition is basically in film order (with some concert arrangements placed at the beginning of Disc 2), and this is what I'll be describing below.

     The most important themes introduced in Episode V are Han and Leia's Love theme, the Darth Vader theme (ie - the Imperial March), and Yoda's 2 themes.  Vader and Yoda each have concert arrangements of their themes at the beginning of CD 2 (though the Vader concert arrangement was also used in the film itself as an excerpt).  Overall this score has some truly breath-taking action sequences as well as some of Williams' best thematic material.

Trk Dur Title Film Action and Themes
1 0:22 20th Century Fox Fanfare
(Alfred Newman, 1954)
  • 0:00: Newly recorded, Alfred Newman, 1933/54
2 8:09 Main Title STAR WARS logo followed by scrolling text (Luke theme, brassy and noble)
  • 0:00: Fanfare
  • 0:07: Luke theme
  • 0:26: Luke B theme
  • 0:48: Luke theme
The Ice Planet Hoth
  • 1:26: A probe from an Imperial Star Destroyer lands on the ice planet Hoth (lively flutes and rising horn with Vader theme on piccolo, trumpets enter and orchestra swells on beginning hints of Vader theme (Imperial March))
  • 2:14: Luke (on tauntaun) sees a probe land (militaristic travel rhythm beginning with tuba, then brief Luke theme fragments beginning on trumpet at 2:50)
  • 3:17: Luke talks to Han on voicecom - "Han old buddy, do you read me?" (Han-Leia Love theme on horn)
  • 3:37: Luke attacked by Wampa (accents with trumpets and percussion)
  • 3:52: Han returns to Hoth Rebel base (militaristic travel rhythm, unused)
  • 4:24: Han checks in with Chewbacca (Luke B theme in violins/trumpets, unused)
  • 4:42: Han enters command center and announces his departure (Leia theme on flute/trombones, then oboe/flute backed by harps)
  • 5:49: Leia chases after Han - "Han we need you." "WE need? Well, what about YOU need?" (Han-Leia Love theme on violins over soft rhythm)
  • 6:27: Threepio and Artoo argue - "Oh switch off!" - and worry about the missing Luke (jaunty winds play Droids theme with cello/bass accents, leading to Luke theme variations on horn, violins, oboe/flute, followed by militaristic travel rhythm, unused)
  • 7:43: Han goes out to look for Luke (Han-Leia Love theme on violin, unused)
3 8:48 The Wampa's Lair
  • 0:00: Luke is hanging in the Wampa lair (after brass chords, atmospheric textures from piccolo, bassoons, tremolo strings, muted brass, harps, synth, etc...)
  • 0:54: Luke uses the Force to retrieve his dropped lightsaber (Force theme in horn over swirling strings, Luke theme fragment on trumpet)
  • 1:48: Han searches, Leia, Chewie and Droids worry (militaristic travel rhythm, Rebel fanfare, Droid motif, ethereal Luke theme, all mostly unused)
Vision Of Obi-Wan
  • 2:59: While Han searches, Luke has a vision of Obi-Wan Kenobi telling him to seek out Yoda (militaristic travel rhythm,  Imperial motif, mournful Luke theme, harp glissando leads to swirling winds, Force/Ben theme on horn over mystical winds)
  • 5:17: Han finds Luke and uses a Tauntaun's guts to keep Luke warm (transitional textures leading to rising figures and trumpet, etc...ending with a 2-note horn figure)
Snowspeeders Take Flight
  • 6:56: Rebel Snowspeeders search and soon find Han and Luke (rhythmic texture based on previous ending 2-note horn figure, leading into strings, etc…)
4 4:24 The Imperial Probe
  • 0:00: Han and Chewie investigate the Imperial probe (atmospheric strings, harp, horns etc…Vader theme on piccolo solo, all unused, but moved to earlier Ice Planet Hoth cue for the film)
Aboard The Executor
  • 1:14: Vader appears on the Imperial Star Destroyer and makes a decision to investigate the Hoth system, despite his commanders' reservations (Vader theme develops on low strings, flutes, muted trumpet, etc…scattered percussion and wind accents/figures)
  • 2:44: Vader's ship in space (full statement of Vader theme on brass, becoming briefly subdued, replaced in film by remix of "The Imperial March (Darth Vader's Theme)")
5 14:48 The Battle Of Hoth 1:

Ion Cannon
  • 0:00: Luke says goodbye to Chewbacca and Han (soft strings, Luke theme on clarinet)
  • 0:39: Rebels detect Imperial Star Destroyers coming out of hyperspace, Vader punishes Admiral Ozzel for his failed surprise attack - "You have failed me for the last time, Admiral" (Vader theme)
  • 2:06: Leia briefs the flight squadron (military snare and strings rhythm)
  • 2:36: Rebel ground forces prepare for Imperial forces (becoming quiet, tense chords)
  • 3:06: First Rebel transport escapes under cover of the Rebels' Ion Cannon, Luke's Rogue Flight squadron launches to engage Imperial ground forces (Vader motif, Rebel fanfare, Luke theme, hint of Cloud City march)
The Battle Of Hoth 2:

Imperial Walkers
  • 4:01: Luke and the Rebels engage the Imperial Walkers (sinister piano/timpani patterns with winds, harp, brass figures, rhythmic Imperial skirmish motif (5:13) with a brief Han/Leia fragment in strings at 6:16)
  • 6:58: Wedge knocks down a Walker (build up to Han-Leia Love motif variation at 7:24)
The Battle Of Hoth 3:

Beneath The AT-AT
  • 7:36: Leia and the Rebels discuss speeding up the evacuation (soft but rhythmic strings, ending with brief wind Droid motif (Threepio farewell to Artoo))
  • 8:10: Return to surface battle (Imperial skirmish motif resumes, brief Vader theme, brass and winds)
  • 9:13: Luke crashes and struggles to avoid a Walker's approach, Han helps Leia escape in the Falcon (big brass and piano figures (with horn/flute counterpoint), Luke theme a couple times in the melee)
  • 10:10: Rebels fall back, but Luke manages to destroy a Walker single-handedly (Force theme in trumpets and trombones with rising strings, Rebel fanfare variation)
  • 11:14: Walkers begin knocking out the Rebel power generator, allowing Vader to land (Vader theme)
The Battle Of Hoth 4:

Escape In The Millennium Falcon
  • 11:40: Han decides to take Leia out on the Falcon, as Vader enters the base and attempts to prevent its escape - "Would it help if I got out and pushed?" (brief Leia theme (11:58) followed by Vader theme, action rhythms, then developing Han-Leia Love theme alternates with Vader theme, all supported by fast string rhythms)
  • 14:03: After the Falcon takes off, Luke leaves Hoth with Artoo in his X-Wing fighter (Han-Leia Love theme, sweeping)
6 4:16 The Asteroid Field
  • 0:00: Imperial forces pursue the Millennium Falcon (Vader theme)
  • 0:50: Han decides to enter an asteroid field (dueling rhythmic figures)
  • 1:13: Han evades asteroids and TIE fighters (Asteroid theme: staccato wind/string figures alternating with romantic swooping brass figures supported by pumping bass)
  • 3:20: The last TIE fighters crash and the Falcon heads into an asteroid "cavern" (Han-Leia Love theme, swooping glissandi)
7 4:53 Arrival On Dagobah
  • 0:00: Luke crashes on Dagobah (atmospheric strings, muted brass and winds, Luke theme)
  • 0:41: Artoo falls into the swamp and is almost eaten (suspense figures alternate with Droid theme variations)
  • 2:40: Vader searches for the Falcon and warns the Admiral - "Asteroids do not concern me, Admiral.  I want that ship, not excuses" (Vader theme)
  • 3:32: Luke sets up camp on Dagobah - "Now all I gotta do is find this Yoda, if he even exists."  (atmospheric strings, muted brass, cor anglais, etc..., Force theme fragment ("Still, there's something familiar about this place"), ends abruptly as Yoda appears)
8 2:35 Luke's Nocturnal Visitor
  • 0:00: Luke follows Yoda to his home for some food (light traveling music, leading to Yoda theme (hesitant winds) over plucked string rhythms)
  • 0:31: (Yoda B theme: more playful, jumpy)
  • 1:00: (suspense figures)
  • 1:17: (Yoda theme passed around different instruments with variations)
9 3:26 Han Solo And The Princess
  • 0:00: As Leia works on the Falcon, Han tries to help - "Scoundrel? I like the sound of that." (Han-Leia Love theme in warm brass, then winds)
  • 1:19: Threepio interrupts the kiss - "Sir! Sir! I've isolated the reverse power flux coupling!" (sudden energy drop)
  • 1:31: Vader continues searching for the Falcon (Vader theme)
  • 2:21: Vader communicates with the Emperor - "The son of Skywalker must not become a Jedi" (eerie string textures with celeste/harp/piano)
10 5:44 Jedi Master Revealed
  • 0:00: Yoda is resistant to Obi-Wan's idea of training Luke to be a Jedi Knight (Force (Ben) theme over harps/strings, Luke theme, Yoda B theme, Yoda theme ("Adventure!  Excitement!  A Jedi craves not these things."), Force theme, Luke theme, rising clarinet figures)
Mynock Cave
  • 2:12: Leia and Han encounter Mynocks - "This ground sure feels strange..." (Vader theme, then atmospheric, eerie, wobbling tones on strings, celeste, harp and synth, leading to (unused?) scare accents and action rhythms)
  • 3:14: (eerie texture briefly resumes, followed by string and brass accents)
  • 4:31: Han awakens the giant worm, the Falcon flies out, narrowly escaping its closing jaws (staccato low strings into brass accents signal return to action)
11 5:16 The Training of a
Jedi Knight
  • 0:00: Yoda rides on Luke's back as he trains, discussing the Light and Dark sides of the Force (lightly plucked travel rhythm, Yoda theme, Vader theme hinted, Force theme)
The Magic Tree
  • 1:38: Luke senses the Dark side in the forest near a mysterious tree (atmospheric strings, Luke theme on horn)
  • 3:40: Inside, he faces and defeats a phantom Darth Vader, with Luke's face revealed inside (thick textures, wailing synth, then plucked strings, timpani, Luke theme, Yoda theme, Vader theme)

Trk Dur Title Film Action and Themes
1 3:03 The Imperial March
(Darth Vader's Theme Concert Suite]
  • 0:00: Imperial march rhythm and main melody
  • 0:47: Counter theme led by flutes, winds
  • 1:06: Both themes (development)
  • 1:38: Recapitulation with added brass in rhythm
  • 2:34: Coda
2 3:30 Yoda's Theme (Concert Suite)
  • 0:00: Intro and Yoda theme over soft string rhythm
  • 0:34: Theme variation
  • 0:57: Playful theme
  • 1:19: Yoda theme over sweeping harps
  • 1:40: Theme variation
  • 2:05: Yoda theme on flute
  • 2:33: Yoda theme on cello, modulating at end for finale
3 3:04 Attacking a Star Destroyer
  • 0:00: Vader enlists Boba Fett and other bounty hunters - "No disintegrations." (Boba Fett motif: low, descending, staccato/tremolo bassoon figure)
  • 0:29: After the Falcon's hyperdrive fails again, Han heads her straight into the Imperial forces (swooping/stabbing brass, pausing at the hyperdrive failure)
  • 1:41: The Falcon disappears off the Imperials destroyer's scanners (actually hidden while clinging to its hull) (harp sweeps and quiet suspense)
  • 2:07: Yoda balances on Luke's handstand, but falls when Luke is distracted (celeste, Yoda theme, pensive strings)
4 4:02 Yoda and the Force
  • 0:00: Luke attempts (and fails) to raise his sunken X-Wing fighter from the swamp - "Do, or do not.  There is no try." (rising harmonies/eerie synth, but then sheepish Luke theme)
  • 0:58: Yoda tells Luke that "size matters not." (Force theme over strummed harp into solemn strings)
  • 2:06: Yoda lifts the ship using the Force (mystical tones, Yoda theme develops, becoming romantic with triumphant brass accents) - "I don't believe it." "That is why you fail."
  • 3:41: Vader rewards the loss of the Falcon - "Apology accepted, Captain Needa" (Vader theme)
5 6:04 Imperial Starfleet Deployed
  • 0:00: Having lost the Millennium Falcon, Vader decides to pursue possible hyperjump trajectories (Vader theme and variations)
City in the Clouds
  • 1:14:  The Falcon detaches and floats away as the Imperials warp away (Han-Leia Love theme)
  • 1:51: Boba Fett's ship follows the Falcon (Boba Fett bassoon theme)
  • 1:59: Luke trains in the Force but is distracted by visions of Han and Leia in trouble (Force theme in flute, disrupted, then Yoda theme on high strings over chimes/celeste as the Jedi Master explains what Luke has seen)
  • 3:45: The Falcon arrives at Bespin (hints of Vader theme in low brass, then at 4:15 somewhat exotic Bespin theme in lush strings and brass tremoli, with subtle female choir (4:39))
  • 5:22: Han greets old friend Lando Calrissian with some trepidation (timpani, leading to tremolo strings)
6 3:53 Lando's Palace
  • 0:00: Lando leads the heroes into Cloud City (regal/cosmopolitan Cloud City march)
  • 1:04: Threepio runs into some trouble (dark brass and strings)
  • 1:21: As Luke prepares to depart Dagobah, Ben appears to help Yoda dissuade him from leaving and possibly falling to the Dark side of the Force (Luke theme, Force theme, Vader theme, Yoda theme, Luke theme ("Luke, if you choose to face Vader, you will do it alone"), Force theme, ending on ominous held cello) - "There is another...")
7 3:46 Betrayal at Bespin
  • 0:00: (Luke theme, Han-Leia Love theme, unused)
  • 1:00: Han escorts Han and Leia to dinner (Cloud City march with Rebel fanfare accents)
  • 1:40: Vader is revealed at the dinner table, with Boba Fett behind him -"We would be honored if you would join us" (Vader theme, Boba Fett bassoon theme)
  • 2:19: Luke approaches Bespin in his X-Wing fighter (Luke theme)
  • 2:43: Chewbacca starts fixing Threepio as Vader tortures Han (sad winds and strings, Droid theme (3:13), Vader theme)
8 2:37 Deal With the Dark Lord
  • 0:00: Lando argues with Vader about their deal, then cutting to Threepio's repairs (Vader theme, some rising brass Imperial motifs, cheerful Droid theme)
  • 0:36: Han is returned to his cell - "I feel terrible." - and is comforted by Leia.  Lando enters and tries to explain his position (timpani, strings, mournful winds, Han-Leia Love theme fragment, tense winds/strings)
  • 1:48: Han takes a swing at Lando - "You're a real hero." (action accent, brief Han-Leia Love theme fragment)
9 11:50 Carbon Freeze
  • 0:00: Luke arrives at Cloud City, meanwhile Han is marched to the carbon freezing unit chamber (Luke theme on trumpet, flute, and finally horn, Vader theme, Han-Leia Love theme fragment)
  • 1:04: Chewie goes berserk, Han calms him and kisses Leia - "I love you." "I know." (action beat, Vader theme, Han-Leia Love theme developed)
  • 2:13: Han is frozen, Vader breaks his agreement with Lando, Luke arrives (brass and pounding percussion into Vader theme, Han-Leia Love theme, Vader themes, Han-Leia Love theme
  • 3:59: Lando confirms the freezing process is successful (descending horns, then Vader theme on quiet strings and winds, ascending horn motif)
Darth Vader's Trap
  • 5:35: Boba Fett shoots at Luke and misses, Stormtroopers lure Luke deeper towards the carbon freeze station (brass accent, Yoda theme mixed with sinister piano, percussion, cello, rhythmic strings, harp sweeps, etc…Yoda theme variations)
  • 6:50: Luke enters the carbon freeze chamber and encounters Vader (mysterious tense strings, percussion and low piano notes, hint of Vader theme, then ascending horn motif begins again at 7:33 as Luke draws his lightsaber (all  unused))
Departure of Boba Fett
  • 8:12: Lando frees Leia from the Imperials, Chewie chokes Lando (Vader rhythm theme, plucked strings over sustained chords)
  • 9:12: Leia rushes to try to prevent Boba Fett's take-off with Han, but is too late - C3P0: "I'm terribly sorry about all this, after all he's only a Wookie!" (various rhythms, ascending horn motif, pulsing Han-Leia Love theme with Leia rhythm motif)
  • 10:18: Luke and Vader continue to duel (subdued textures as before, Vader theme (Luke falls), Force theme, Yoda theme (Luke rallies and then pursues Vader), Luke theme: all unused)
10 4:18 The Clash of Lightsabers
  • 0:00: When Luke is in front of a glass portal, Vader uses the Force to throw objects at him.  Luke is blown out of the hatch into a reactor shaft but catches himself on a catwalk (eerie strings, swirling strings support Vader theme with added brass accents, harp sweeps, ending on winds)
  • 1:38: Leia and the rest fight Stormtroopers, Lando calls for a citywide evacuation (fast string rhythm supports with Yoda theme, Cloud City march, churning strings support Han-Leia Love theme on brass, hint of Rebel fanfare as a brass canon interlude)
  • 2:53: Artoo opens an escape door to the landing platform, allowing escape on the Millennium Falcon (Han-Leia Love theme, pulsing rhythm, trumpet fanfare)
  • 3:55: Luke walks on a windy catwalk in search of Vader (eerie strings)
11 9:08 Rescue From Cloud City
  • 0:00: Vader cuts off Luke's hand and lightsaber, and tries to seduce Luke to the Dark side of the Force - "Join me and I will complete your training."  (brass figure, then seductively sinister strings and wind figures)
  • 0:53: Vader reveals that he is Luke's father (timpani roll into Vader theme)
  • 1:46: Luke lets himself fall off the catwalk down into an exhaust tube, but is caught on a weathervane (falling brass/strings, exotic Bespin motif in brass, ascending horn motif)
  • 3:15: Luke calls out to Leia using the Force (Force theme, full)
  • 3:50: Vader prepares to depart, the Falcon comes to Luke's rescue (Vader theme, then swirling strings and rising brass figures)
  • 5:06: TIE fighters pursue the Falcon (Imperial skirmish motif (action rhythm) on strings with brass figures on top, brief Leia theme fragment (Leia greets Luke), pause for sheepish brass when hyperdrive fails again)
  • 6:22: Vader confirms that the hyperdrive has been disabled, the Droids discuss the problem (Vader theme, then escape rhythm resumes with Droid theme on top)
  • 7:07: On the Falcon, Luke resists Vader's mental influence - "Ben, why didn't you tell me?" (Vader theme in high winds with inexorable timpani rolls, then back to Imperial skirmish rhythm)
  • 8:28: Artoo fixes the hyperdrive, allowing the Falcon to escape (brass flourish, Vader theme variations)
12 6:27 Finale
  • 0:00: Lando departs the Rebel convoy to go locate Han, Luke gets a new mechanical hand (Force theme variations)
  • 0:58: Luke, Leia and the droids look out of the medical frigate window as the Falcon departs (Han-Leia Love theme full statement with brief Yoda fragment)
End Title
  • 1:58: Luke theme, Rebel fanfare
  • 2:27: Yoda theme, Yoda B theme (playful), Yoda theme
  • 3:42: Vader theme
  • 4:47: Han-Leia Love theme
  • 5:53: Rebel fanfare finale variation using Vader theme's first 4 notes as accents

     Much more information about John Williams' trend-setting score to The Empire Strikes Back can be found in the liner notes to the various releases of this soundtrack:
     Another highly useful resource is Doug Adams' article "Sounds of the Empire" on the themes of Star Wars in Film Score Monthly Vol 4, No 5 (June 1999).

YouTube Playlist of Star Wars Episode V: The Empire Strikes Back Special Edition Soundtrack
Wiki entry
Recording the Star Wars Saga (Chris Malone)

John Williams Wiki
John Williams Fan Network forum 
The John Williams Collection (Markus Hable site)

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