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ON THE WATERFRONT – Leonard Bernstein


Original Review by Craig Lysy

Director Elia Kazan and novelist/playwright Arthur Miller sought to bring to the big screen a tough and gritty tale of New Jersey longshoremen who struggled to make a living in the late 1940s against mobsters and corrupt union officials. When they could not find any traction with the studios, Miller moved on, but Kazan never gave up on the idea. When he came upon a new screenplay by Budd Schulberg based upon a series of Pulitzer Prize winning articles “Crime on the Waterfront” by Malcolm Johnson, his hopes were rekindled. Well Kazan purchased the film rights and he and Schulberg pitched the screenplay to studio executive Darryl Zanuck of 20th Century Fox, but were rebuffed, with him saying, “Who’s going to care about a bunch of sweaty longshoremen?” Undeterred, Kazan sought out independent producer Sam Spiegel who managed to strike a deal with Columbia Pictures. For the film Kazan brought in a cast for the ages with Marlon Brando as Terry Malloy, Karl Malden as Father Barry, Lee Cobb as Johnny Friendly, Rod Steiger as Charlie Malloy, and Eve Marie Saint as Edie Doyle.

On The Waterfront offers a potent morality play where love, greed, corruption, intimidation, murder and personal honor intersect. Mob controlled Union boss Johnny Friendly exerts and iron-fisted and unforgiving control of the waterfront, using intimidation, beatings and murder against anyone who opposes him. When he orders the murder of popular longshoreman Joey Doyle to prevent his testimony against him, it provokes an insurgency, which brings together Terry and Joe’s sister, Edie. They fall in love but she is unaware that it was Terry who lured Joey into the ambush – he had believed that they were only going to rough him up, not murder him. Well they join forces with Father Barry to avenge Joey’s death, and despite the murder of his brother Charley, survive to bring down Friendly by testifying against him in court. The film was a commercial success, earning ten times its production costs, and also a stunning critical success earning twelve Academy Award nominations, and winning eight, for Best Picture, Best Director, Best Actor, Best Actress in a Supporting Role, Best Cinematography, Best Screen Play, Best Art Direction and Best Film Editing.

Kazan greatly admired the great Leonard Bernstein’s talents as a conductor, composer, pianist and professor. He believed that recruiting him for the project would greatly enhance the stature of his film. Bernstein was initially reluctant after Kazan offered him the project, however a private screening of a rough cut of the film with Kazan and Brando served to convince him to accept the assignment. This required that he take a sabbatical from college and move to Los Angeles. Bernstein was enthralled by the film and in his autobiography, “The Joy of Music” stated:

“I thought it a masterpiece of direction; and Marlon Brando seemed to me to be giving the greatest performance I had ever seen him give … I was swept by my enthusiasm into accepting the commission to write the score, although I had resisted all such offers on the grounds that it is a musically unsatisfactory experience for a composer to write a score whose chief merit ought to be its unobtrusiveness.”

Bernstein understood that this was a complex narrative in which powerful emotions intersect, and that the score could not be unobtrusive. As such, the architecture of his score would employ leitmotifs in the Golden Age tradition, but with a modernist edge. He understood that he would have to have an identity for Malloy and his struggles, a love theme for Terry and Edie, a theme which spoke to the struggles of Terry and his brother Charlie, and of course the brutality and violence mobsters and union thugs. He also realized that given its urban post WWII setting he would need to infuse his soundscape with jazz and contemporaneous source music.

To quickly establish his score Bernstein created a memorable main theme, his Dignity Theme, which is tied to Malloy’s developmental arc in the film, his journey from darkness, into the light. The theme opens the film upon a solo French horn nobile, which is joined flute and then kindred muted trumpets. The Violence Theme serves as Johnny Friendly and his gang’s identity. It is hard-edged, percussive, powered by fortissimo chords and antagonistic syncopated rhythms. The Love Theme speaks to Terry and Edie’s love. It is achingly tender, and hopeful, carried by solo woodwinds and harp, and when taken up by strings it is sublime The Pain Theme is anguished in its articulation and carried by a dirty solo alto saxophone. The Brothers Theme is a transmuted variant of the Pain Theme, carried by strings dolorosa, emblematic of the estrangement between Terry and Charley, which eventual crystalizes in a crucible of pain as Charlie turns on Terry and threatens him at gunpoint. The Riot Theme is powered by a grating string ostinato – sharp chords and is kindred to the Pain Theme through its inversion of horns and woodwinds.

After all was said and done, Bernstein was ultimately displeased with the final outcome. He was put off by the way Kazan and the film editor chopped up his music. Indeed only 35 minutes of music was ultimately used for the 107-minute film. He relates:

“And so the composer sits by, protesting as he can, but ultimately accepting, be it with heavy heart, the inevitable loss of a good part of his score. Everyone tries to comfort him. ‘You can always use it in a suite.’ Cold comfort.”

“On The Waterfront – Main Title” offers a stunning score highlight, which showcases a trio of Bernstein’s primary themes. Bernstein resisted Kazan’s wish for a grand orchestral statement, instead opening with a lonely solo French horn sounding the Dignity Theme. Soon it is taken up by solo flute, trumpet and finally the orchestra. Bernstein understood that the film offered Terry’s journey from darkness to the redemption of light. As such his theme opens the film and offers a testament to Terry’s nobility. As the Columbia studio logo passes, the opening credits roll. At 1:26 we shift to the New Jersey waterfront with stunning interplay of the percussive Violence Theme and the Pain Theme on alto sax sudicio. Terry at the behest of Johnny and his brother lured Joey to his apartment roof where he thought he would be ruffed up by Johnny’s men, instead he is push off the roof to his death. Bernstein supports the build up with a crescendo of the Violence Theme, which blares into silence following the murder. We close on the Pain Theme, which reflects Terry’s dismay that he was duped for the evil deed. The cue offers an exception marriage of film and score

Later that night Johnny boasts of his leadership and control of the docks. He rewards Terry with a cash payoff and an easier job at the docks. It is the following morning and in “Roof Morning” we see that Terry is forlorn, plagued by his part in the murder. A boy named Tommy, who is his protégé, joins him on the rooftop where Terry houses his pigeons. Bernstein speaks to Terry’s mindset with the Pain Theme, which is transmuted, articulated by solo oboe with harp. In “Scramble” work assignments are being doled out, but not enough for all the men that showed up. When the last job is given, a riot breaks out, the remaining men angry at the system. Bernstein offers an aggressive rendering of the Pain Theme, speaking to the plight of the men. Terry meets Edie, Joey’s sister in the aftermath and takes a liking to her, giving up his day pay token to assuage his guilt. “Riot In Church” reveals Father Barry exhorting a dozen disgruntled longshoremen to fight to expose and end the mob’s control of the union. A brick thrown the church window unleashes an assault by Johnny’s henchmen on the men with baseball bats. Edie and Terry escape unharmed via a fire escape and take refuge in the park. This is a stunning cue, which offers another orchestral furioso. Bernstein unleashes his orchestra and we bear witness to the kinetic force of the Riot Theme, rendered with blaring horns bellicose and strings feroce.

In “Glove Scene” Terry and Edie walk together in the park and we see a nascent attraction growing between the two. Her hands are cold, and drops a glove, which he dutifully retrieves. Bernstein speaks to the scene with a gentle rendering of the Love Theme, which is beautifully rendered by woodwinds and strings. A solo flute supports Edie’s return to her apartment as she tells her father that she will not be returning as of yet to her schooling, as she is smitten with Terry. “Glove Scene – Coda” reveals Edie telling her father that she is staying to fight for Joey and for what is right. We see she is wounded by her brother’s murder, and Bernstein speaks to this with strings of pain, which usher in the Pain Theme as she goes to see Joey’s pigeon roost on the roof. “Pigeons And Beer” offers a beautiful score highlight, where we bear witness to a sumptuous full rendering of the Love Theme. Edie joins Terry, who is also on the roof tending to his pigeons, which he loves and shares with her. All pretenses are lost as we see that the two are now falling in love. The Love Theme in all its beauty carries the scene as Terry asks her out on a date, to have a beer with him at the local saloon. She agrees and at 2:14 saloon piano source music supports the scene change to the saloon.

In “Saloon Love” Terry tries to bond with Edie, but his every man for himself views and blind acceptance of the mob control of the union turns her off, and she leaves disappointed in him. Tremolo strings usher in the Love Theme, which is carried by strings romantico, but it fails to culminate as Edie leaves. At 1:14 in a scene change to a banquet room in the saloon finds Edie trapped as men fight at a wedding reception. A spirited source rendering of the Wedding March supports the scene. “Waterfront Love Theme” reveals Terry rescuing her, and taking her to safety. Edie breaks down and begins to cry, but she is comforted by his attentiveness and caring. She succumbs to his charm when he asks her to dance with him. Bernstein supports the scene with the Love Theme rendered as source music, played by the wedding reception band. At 0:55 we segue into an Irish jig as he twirls her repeatedly in his arms. In “Blue Goon Blues” the tender moment is shattered when Johnny’s henchmen summon him to a meeting with Johnny. He defers until he can escort Edie home, only to be served by the Feds with a subpoena to testify in court regarding mob control of the union. Terry feels cornered by events, which are spinning out of his control. Edie’s prying into his past exacerbates his discomfort and she abandons him when he refuses to come clean. To speak to Terry’s discomfort and despair, Bernstein supports the scene cleverly with the Pain Theme, rendered as blues by the wedding reception band. Later as Terry is walking home, Johnny’s car stops him and Johnny and his brother confront him. They threaten him to keep quiet, bust him to a job in the ship’s hold, tell him to dump Edie and resolve to silence Dugan before he can testify.

Cue 22 “The Accident” was dialed out of the film. We see Kayo Dugan murdered in the ship’s hold as a whiskey pallet is deliberately dropped on him. The scene is supported with muted trumpets emoting the Pain Theme, with closure by the Violence Theme on muted trombones. “After Sermon” offers a powerful scene where we see the aftermath of Dugan’s murder Father Barry gives last rights and offers a powerful soliloquy, which exhorts the men to embrace goodness, justice and Christian righteousness, to stand up and oppose the mob. Bernstein scores the aftermath of the sermon with an evocative rendering of the Violence Theme, which he has transmuted into a string lament. This is brilliantly conceived! In “Roof 3” we see Edie calling for Terry on the roof, finding him alone with his thoughts. He has sought the comfort in his rooftop sanctuary. She feels his pain, comforts him and they at last surrender to each other with a kiss and embrace. A solo flute emoting the Love Theme tenderly carries the scene.

“Confession Scene” is a powerhouse of a scene. Terry opens up to Father Barry about being used as a dupe for Joey’s murder. He is afraid and remorseful. Father Barry exhorts him to do the right thing, to come clean with both Edie and the court. We see that he is pained as to do so would also bring down his brother. Father Barry directs him to an approaching Edie and the time of reckoning has come. As he begins his confession of his involvement, a blasting tugboat horn drowns out his explanation. Edie is shattered and flees sobbing. The Pain Theme writhes with strings affanato to support the devastation. At 1:00 we segue in a scene change to Terry’s rooftop as we see a Fed from the Crime Commission approach him, carried by the Pain Theme. In “Kangaroo Court” Charley, Johnny, and his thugs debate Terry’s fate. Johnny orders Charley to ensure he feigns ignorance in court, or to kill him. Charlie begs off, as Terry is his brother, but Johnny will not relent and says he will take him (Charley) out if he fails. A tortured Charlie leaves with repeated blaring declarations of the Violence Theme on horns brutale.

“Cab And Bedroom” offers the film’s hinge of fate as Charley confronts Terry, trying to bribe him into silence. When that fails he sticks a revolver in his ribs, but cannot bring himself to pull the trigger. In a scene for the ages Terry unleashes his inner pain, which has festered within for years, that Charley ended his boxing career by ordering him to throw a fight.

“You was my brother, Charley, you shoulda looked out for me a little bit. You shoulda taken care of me just a little bit so I wouldn’t have to take them dives for the short-end money. You don’t understand. I coulda had class. I coulda been a contender. I coulda been somebody, instead of a bum, which is what I am, let’s face it. It was you, Charley.”

Bernstein supports the emotional scene with the string laden Brothers Theme. The Brother’s Theme is a transmuted variant of the Pain Theme, which crystalizes the plight of the brothers in a crucible of pain as Charlie turns on Terry and threatens him at gunpoint. The music is powerfully persuasive and offers the score’s most poignant moment. Charley, resigned to his fate, gives Terry the gun, stops the cab and sends him on his way, thus sealing his doom. At 2:33, as the cab races away we hear a frantic, and energized rendering of the Riot Theme, which carries Charley to his end. The music is sustained in a scene change as Terry breaks down the door of Edie’s apartment. She rejects him, but succumbs when he says he loves her and embraces her with a kiss.

“Charley’s Death” is an astounding powerhouse of a cue and a score highlight. Men call up to him that his brother wants him to come see him. Terry obliges with Edie in pursuit. Once in the alley a speeding truck moves to run them down. He breaks a window, opens a door and they barely escape. Bernstein offers a tour de force, driving the action with strong interplay of the percussive Violence Theme and a blaring Pain Themes. As the truck departs he finds his dead brother hung up by bail clever. Terry’s grief is carried by a plaintive lament of the Brother’s Theme. The pathos of this passage is devastating. But grief turns to rage as Terry sets off to kill Johnny, ignoring Edie’s plea to leave and find a new life with her elsewhere. The Pain Theme carries his progress. “Throwing The Gun” offers a powerful cue for a powerful scene. As Terry enters Johnny’s bar he holds Johnny’s men hostage, waiting for him to return, determined to kill him. Father Barry enters and is told by Terry to go to Hell, which elicits Father Barry to punch him. He helps Terry up and exhorts him to beat Johnny by testifying, not by killing him. The Pain Theme sounds with tortured anguish, which builds atop a shattering crescendo that ends with Terry throwing the gun at Johnny’s picture.

“Dead Pigeons” is a score highlight, which offers pain, and devastation. Terry returns to Edie from court where his testimony against Johnny ensures his indictment for murder. The Pain Theme carries his return to Edie. When he ascends to his rooftop sanctuary he is devastated as he finds that Tommy has killed all his pigeons for ratting out Johnny. The Pain Theme intensifies and joins with the Dignity Theme on solo trumpet. The return of the Dignity Theme is a harbinger of Terry’s journey from darkness and pain into the light. The music surges on full strings as it entwines with the Pain Theme. Terry rejects Edie’s plea to leave the shore for a farm in the country. He promises her no violence and the Dignity Theme carries his return to the docks – an act of nobility and courage. “The Challenge And The Fight” is a powerful score highlight, which Kazan regretfully and inexplicably edited. It was intended to support Terry calling out Johnny in front of his fellow longshoremen, and their ensuing fight. Terry was denied work and courageously marched to Johnny’s cabin, calling him out and exposing him for what he is, a thug. This pivotal confrontation scene was to be supported by a bold statement of the Dignity Theme, which carried his courageous walk. Instead his bold walk and call out is left unscored, and the music only kicks in at 2:08 with an onslaught of the Violence Theme as they begin to fight. Terry eventually succumbs as a dishonorable Johnny orders his thugs to save him and take Terry down. He is pummeled and his bloody defeat is supported by the Pain Theme.

“Walk And End Title” offers one of the finest film closures of film score art. Father Barry exhorts a bloodied Terry to defy Johnny and lead the longshoremen back to work. Terry’s march to victory is legend and Bernstein supports it dramatically with a triumphant, fortissimo climax on the Dignity Theme. Soon the Love Theme joins aloft on a solo trumpet, alluding that this is also a triumph of the power of love that will join Terry and Edie. Juxtaposed is the dissonant Pain Theme as the men defy Johnny who is left behind. This ending offers a brilliant confluence of Bernstein’s memorable melodies that is glorious! Film music just doesn’t get any better than this.

I would like to thank Douglass Fake for this long overdue restoration of this extraordinary film score, the only one found in Leonard Bernstein’s canon. The digital restoration and conversion of the original acetate monaural sound prioritized fidelity to the original recordings. Rather than sterilizing all imperfection, the decision was made to not fully dial out all the surface noise, or impose intrusive EQ and reverb modifications. I understand and appreciate their choice, and am fine with the outcome, however sonic purists may take issue with some audio distortion and imperfection. This singular effort by Bernstein empowered and enhanced Kazan’s vision, and I believe helped secure the film its place in the Pantheon of cinematic achievement. Powerful emotions were in play and Bernstein understood the character drivers and developmental arcs. He captured the film’s emotional core with his brilliant Dignity Theme, which served as Terry’s identity, evolving like him during the film as he journeys from out the darkness and into the light. His other five themes each perfectly emoted the love, pain, violence and pathos born of the story’s narrative, a testament to Bernstein’s conception and compositional gift. In my judgment the Academy erred, and this score, not Tiomkin’s “The High and the Mighty” warranted the Best Score award. I believe it to be one of the finest of the Golden Age and highly recommend it for your collection.

For those of you unfamiliar with the score, I have embedded a Youtube link to a Bernstein’s magnificent concert suite, with he himself conducting the New York Philharmonic Orchestra: https://www.youtube.com/watch?v=Q5fFUoL45OQ

Buy the On the Waterfront soundtrack from the Movie Music UK Store

Track Listing:

  • On the Waterfront – Main Title (3:26)
  • Roof Morning (1:03)
  • Scramble (1:18)
  • Riot in Church (1:57)
  • Glove Scene (1:45)
  • Glove Scene – Coda (0:54)
  • Pigeons and Beer (2:37)
  • Saloon Love (1:39)
  • Waterfront Love Theme (1:33)
  • Blue Goon Blues (2:28)
  • After Sermon (1:12)
  • Roof 3 (1:35)
  • Confession Scene (1:15)
  • Kangaroo Court (0:34)
  • Cab and Bedroom (3:59)
  • Charley’s Death (4:21)
  • Throwing the Gun (1:11)
  • Dead Pigeons (4:35)
  • The Challenge and The Fight (3:38)
  • Walk and End Title (4:09)
  • On the Waterfront – Main Title (Original Take) (1:28) – BONUS
  • The Accident (1:59) – BONUS
  • Gott Lebet Noch – Organ (written by Johann Sebastian Bach, arr. Leonard. Bernstein) (0:35) – BONUS
  • Blue Goon Blues – Whistle (0:11) – BONUS

Running Time: 50 minutes 13 seconds

Intrada INT-7141 (1954/2014)

Music composed by Leonard Bernstein. Conducted by Morris Stoloff. Orchestrations by Gil Grau and Marlin Skiles. Edited by Ving Hershon. Score produced by Leonard Bernstein. Album produced by Douglass Fake.

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