BUtterfield 8

John O’Hara’s first—and perhaps greatest—novel, Appointment in Samarra, appeared to much acclaim in 1934. Although the author earned several screenwriting credits during the 1940s, it was not until the late ’50s—after Ten North Frederick won the 1955 National Book Award—that his novels began to make the transition to the screen. The film version of the stage musical Pal Joey, with a book by O’Hara based on his own epistolary novel, reached theaters in 1957, followed a year later by a big-screen adaptation of Ten North Frederick. Against this backdrop, veteran M-G-M producer Pandro S. Berman resolved to film O’Hara’s 1935 novel BUtterfield 8 as a vehicle for Elizabeth Taylor.

The life and mysterious death of Starr Faithfull, a 25-year-old woman found drowned on Long Island in 1931, had inspired the plot of O’Hara’s novel. As adapted for the screen by Charles Schnee (The Bad and the Beautiful) and John Michael Hayes (Rear Window), BUtterfield 8 tells the story of New York model Gloria Wandrous (Taylor), who operates as a call girl through her answering service (whose telephone exchange, BUtterfield 8, gives the novel its title). Her liaison with married businessman Weston Liggett (Laurence Harvey) develops into a more substantive relationship, and while they eventually realize they are truly in love, their mutually volatile personalities—along with Gloria’s childhood demons and Liggett’s complicated relationship with his wife—doom the affair to a tragic conclusion.

Taylor had starred in four Berman productions, including the classics National Velvet and Father of the Bride. By the end of the 1950s, her star power only increased as she moved away from ingènue parts to serious dramatic roles—receiving consecutive Best Actress nominations for Raintree County (1957), Cat on a Hot Tin Roof (1958) and Suddenly, Last Summer (1959)—but her personal life garnered as much publicity as her onscreen work. Taylor’s third husband, producer Mike Todd, died in a March 1958 plane crash, and within a year she embarked on a relationship with Todd’s friend, singer Eddie Fisher, who divorced Debbie Reynolds to marry Taylor. The combination of Taylor’s box-office clout and her status as a tabloid figure made her an ideal choice to play Gloria Wandrous.

Although Taylor owed M-G-M one more film on her contract with the studio (at a salary of $125,000), 20th Century-Fox had offered her an unprecedented salary of $1,000,000 to star in their epic biopic Cleopatra. Taylor hoped M-G-M would delay BUtterfield 8 so that she could film Cleopatra first—the studio had recently loaned her to Columbia for Suddenly, Last Summer—but M-G-M production supervisor Sol C. Siegel objected, threatening to keep her from working for two years if she failed to shoot BUtterfield 8 before Cleopatra. When Taylor responded with an emotional appeal, Siegel told her, “Fortunately or unfortunately, sentiment went out of this business a long time ago.”

Taylor openly expressed her qualms with the material, claiming: “The leading lady is nearly a prostitute. The whole thing is so unpalatable, I wouldn’t do it for anything—under any conditions.” She pleaded her case to Berman, even offering to place her $1,000,000 salary from Fox in escrow for M-G-M, but the producer remained adamant that she honor her contract, insisting, he later claimed, “You’re going to win the Academy Award with this picture.” Taylor reluctantly agreed to shoot the film, but made no secret of her unhappiness with the project. Daniel Mann, who had helmed such acclaimed dramas as Come Back, Little Sheba and The Rose Tattoo (both of which had won Best Actress Oscars for their female leads), signed on to direct, with Laurence Harvey—the Lithuanian-born actor who had risen to stardom in British films such as Room at the Top—cast as Liggett, Gloria’s lover.

The filmmakers originally cast David Janssen as “Eddie,” Gloria’s childhood friend, but in order to placate Taylor, they offered the part to Eddie Fisher, changing the character’s name to “Steve.” At that point, Fisher’s only previous movie role had been in the 1956 musical comedy Bundle of Joy, paired with then-wife Reynolds. Hair stylist Sydney Guillaroff and costume designer Helen Rose, veterans of several Taylor projects, also came aboard to help put Taylor at ease.

In spite of these efforts, Taylor remained unusually vocal about her distaste for the project. “BUtterfield 8 stinks,” she told reporters. “I hate the girl I play. I don’t like what she stands for—the men, the sleeping around.” Novelist John O’Hara unleashed a cutting response in his weekly column for Newsday: “Her basic mistake was in giving the remarkable opinion that the heroine of my novel was ‘practically a prostitute.’ Bear in mind she was eager to play Cleopatra, not Joan of Arc. Bear in mind, too, the fact that the then Mrs. Eddie Fisher had already been Mrs. Todd, Mrs. Hilton and Mrs. Wilding, though not yet 30 years old, and had long since changed her public image from that of the little girl who loved that horse in National Velvet.”

Taylor eventually warmed up to co-star Laurence Harvey despite a rocky start, and the two would reteam in the 1973 thriller Night Watch. But the actress’s relationship with her producer and director remained antagonistic throughout the shoot, which took place at New York-area locations such as Fifth Avenue, Greenwich Village and Long Island, as well as on sets built at Gold Medal Studios in the Bronx. A Screen Actors Guild strike halted production from March 7 to April 18, but Taylor’s own fragile physical and emotional health (including a bout of double pneumonia) also caused delays.

In September 1960, Taylor began filming Cleopatra in England, two months before BUtterfield 8’s November release—to impressive box office but mixed reviews. Some critics felt that it suffered, particularly in comparison with its source material. The New Yorker praised O’Hara for “possessing the most accurate eye and ear of his generation,” terming his book a “brilliant short novel” while considering the film version “a wretched thing, but I doubt whether it casts much of a pall on the work of art from which it has been wrenched.” Time saw the novel as “a crude but affecting tart’s tragedy,” adapted into “a sleek and libidinous lingerie meller.” Cue’s critic gave the film its one unqualified rave, calling it “a powerful dramatic and psychotic case history: a film of profound proportions, subtlety, depth, warmth and great sympathy…a first-rate example of motion picture drama—one to rank with the best of the year.”

Taylor received largely favorable reviews, with Cue in particular crediting her with “giving the finest performance of her career…a revelation in acting as well as dazzling beauty,” and James Powers in The Hollywood Reporter felt Taylor made Gloria’s fate “important and regrettable.” Some critics considered Laurence “miscast,” unfairly comparing his performance to the middle-aged industrialist from O’Hara’s novel, while Dina Merrill as his wife received some especially favorable notices—the Limelight critic asked, “Why doesn’t someone see that she’s potentially another Grace Kelly?” Archer Winsten saw Merrill’s performance as “a stroke of typecasting genius. Millionairess plays millionairess, and knows what she’s doing, and feeling.” (In real life, Merrill was the daughter of Wall Street financier E.F. Hutton.)

Eddie Fisher had no illusions as to his own abilities as an actor, later writing “My performance was slightly less than adequate, even though Elizabeth had presented me with a huge gold statuette of Saint Genesius, the patron saint of actors, inscribed on the back: ‘If you win the Academy Award before I do, I’ll break your neck.’ There wasn’t much chance of that, but I was voted the Worst Actor of the Year by The Harvard Lampoon.” Overall, mainstream critics were kinder than the Lampoon. While Saturday Review was the harshest, calling him “a non-actor, much as certain successful books have been called non-books,” Winsten saw him as “sufficiently easy going” and the Limelight critic termed him “surprisingly sincere and effective.”

In early 1961, BUtterfield 8 brought Taylor her fourth consecutive Best Actress nomination, with the film also earning a nod for Color Cinematography. Cleopatra’s production had halted due to weather problems and Taylor’s increasingly fragile health, which—exacerbated by the cold English climate—resulted in a hospital stay. In March 1961, the actress fell into a coma during a battle with pneumonia and underwent an emergency tracheotomy. She recovered in time to attend the Oscar ceremony on April 17, and while she faced tough competition from Greer Garson (Sunrise at Campobello), Deborah Kerr (The Sundowners), Melina Mercouri (Never on Sunday) and Shirley MacLaine (in the Best Picture winner, The Apartment), many observers considered Taylor the sentimental favorite. When presenter Yul Brynner announced her name as the Best Actress winner, Fisher helped her to the stairs (while the orchestra played Bronislau Kaper’s BUtterfield 8 theme), but she walked to the podium unassisted, telling the audience, “I don’t really know how to express my gratitude for this and for everything. I guess all I can do is say, ‘thank you.’ Thank you with all my heart.”

When Cleopatra resumed production that September, Italy had replaced England as the film’s center of production and Joseph L. Mankiewicz had replaced Mamoulian as director, and Taylor’s co-star Richard Burton replaced Eddie Fisher as the man in her life. Mrs. Fisher would soon be Mrs. Burton.

Half a century after its release, BUtterfield 8 remains best remembered for Taylor’s “sympathy Oscar.” Seen today, the film represents a fascinating chapter in the evolution of both Taylor’s own progression from star to superstar and of Hollywood’s movement toward more adult subject matter at the end of the studio system. Taylor’s well-publicized illnesses may have contributed to Oscar victory, but her three previous consecutive nominations as well as the lack of nominations for two of her finest performances—in A Place in the Sun and Giant—meant that many considered her “due” for the award. Taylor’s role in BUtterfield 8, more than those in her other nominated films, was the central character and a true actor’s showpiece, allowing her to be sexy, romantic, vulnerable, distraught and sentimental, and Taylor takes full advantage of the character’s many moods and facets. For the most famously pampered leading lady of the era to convincingly play such a desperate woman was a real achievement, and even Taylor’s weakest quality as an actress, the thin, somewhat brittle quality of her voice, impressively conveys Gloria’s need and desperation.

Given the simple nature of the storyline, the writers wisely included a number of colorful female characters, and the supporting actresses were provided ample chance to shine: Kay Medford (an Oscar nominee eight years later for Funny Girl) as a gregarious motel owner, two-time nominee Mildred Dunnock as Taylor’s worried mother, Betty Field (who gets the script’s best and naughtiest quips) as the mother’s wisecracking neighbor, and Susan Oliver as the skeptical girlfriend of Steve, the musician played by Eddie Fisher.

Fisher’s lack of acting technique makes him surprisingly effective in his role, the only male character without designs on Gloria, and his non-actor quality reinforces his genuineness. Surprisingly, the weakest link is Laurence Harvey, who looks so dapper in Helen Rose’s costumes that it is no wonder he was an early contender to play James Bond. But the off-putting quality that later made him perfect casting in The Manchurian Candidate does not serve him well in this instance, while his British accent is rather incongruous for a character supposedly born and raised in a middle-class neighborhood in upstate New York. It is to Harvey’s credit that he does not downplay his character’s negative qualities, but he plays a drunken bar scene with such vivid viciousness that one is almost glad Gloria dies young rather than wasting her life with such a self-pitying, spoiled creep.

While the film’s discussion of sex may have been provocative at the time, heralding a new culture of permissiveness, the production values showed all the professionalism of Golden Age Hollywood. The widescreen cinematography of Joseph Ruttenberg and Charles Harten is vivid and attractive, smoothly combining the extensive location work with the studio sets. The art direction by George W. Davis and Urie McCleary is a particular highlight, with the luxurious set for Liggett’s home providing a stark contrast with the smaller, more lived-in apartments for Steve and Gloria’s mother.

Gloria is pretty much the whole show in BUtterfield 8—even when she is not present, she informs the thoughts and actions of the other characters—so it was natural that when composer Bronislau Kaper opted to build his score around two themes, both would attach to her. The main theme is as complex and mercurial as Gloria, and Kaper treats it to romantic, seductive, wistful—and ultimately tragic—variations. The composer cleverly dramatizes Gloria’s trauma with a three-note “tramp” motive that recurs frequently. Throughout the film, Gloria’s hopes of finding dignity and self-respect are repeatedly dashed by the emotional scars from her childhood and the reactions of those around her—her mother’s worries, the sniggering innuendo of her male companions, the suspicions of her best friend’s fiancèe, and Liggett’s drunken, violent rejection—and this “tramp” motive functions as a musical scarlet letter.

Two lengthy episodes without dialogue bookend the movie, and Kaper’s approach to spotting these sequences says much about his consummate abilities at the art of scoring films. The beginning of the picture shows Gloria waking up in Liggett’s bed—alone—and wandering about his apartment. This is the audience’s introduction to Gloria, and Kaper tells us much of what we need to know about the character, revealing her shifting moods and inner thoughts, through his varied treatment of the score’s principal thematic material. At the end of the film, the composer leaves unscored the car chase that results in Gloria’s death: by this point in the story, we know exactly what Gloria is thinking, so Kaper recognizes that music would add little to the impact of the screen action on the audience.

Kaper spoke about such spotting decisions for a November 1962 profile in the Oakland Tribune:

Kaper says he tries to avoid all clichés in his movie scores, wants the music to “say something” the actor often cannot, thus adding a new dimension to the action. Sometimes the music explains how the character you are watching really feels, even if he isn’t saying a word.

The feature by Tribune drama critic Theresa Loeb Cone continued to paraphrase Kaper’s comments, revealing:

Silence during some scenes is important, too, Kaper said. If the music suddenly stops, it has the effect of a sudden close-up which calls special attention to what is happening on the screen. As an influence on the audience’s subconscious, it really works.

Indeed it does, and a prime example of this effect comes in a “A Face” (track 10) during an awkward breakfast conversation between Liggett and his wife. Liggett told her the day before that he planned to hire a private detective to track down her missing mink coat (which he suspects Gloria “borrowed”) in lieu of contacting the police. When she asks him about the detective, the music stops abruptly—we almost feel his heart skipping a beat—until he regains his composure and feeds her another lie.

In his liner notes for an album featuring Kaper’s solo piano performances of his famous film themes (including BUtterfield 8), Tony Thomas wrote that “Kaper’s music…helped given that picture a better tone,” even suggesting that “the ‘Gloria’ theme probably contributed to Miss Taylor’s winning of the Oscar.” If it did, the Academy’s music branch declined to reward Kaper, failing even to include his score on its short list of 10 finalists for nomination. It was, however, an especially crowded field: losers that year for Best Score included The Magnificent Seven, Elmer Gantry and Spartacus.

Limelight’s critic called Kaper’s score “moody,” while James Powers in The Hollywood Reporter described it as “provocative.” Otherwise, the music failed to attract much notice from critics—perhaps because it does its job so well without attracting undue attention to itself.

In a 1975 Soundtrack! interview, Kaper explained the attraction his oft-covered theme from Invitation had for jazz musicians:

I say it without conceit, but I think that Invitation started a certain trend of this kind of sophisticated harmonies in instrumental music. The best proof is that it is very difficult for the average pianist to play by ear.

He continued, saying, “I wrote another song later called ‘Gloria’ for BUtterfield 8 and it also has a little bit of this flair.” While “Gloria” never became a standard like “Invitation” or “On Green Dolphin Street,” David Rose (among others) did record an instrumental version of the tune featured as the title track on his 1961 LP David Rose and His Orchestra Play Theme From BUtterfield 8 and Other Great Songs (MGM SE 3952). Meanwhile, singer Adam Wade recorded the song as “Gloria’s Theme,” with lyrics by Mack David; Billboard termed it his “best-selling single” in their review of the singer’s 1961 LP Adam and Evening (Coed LPC 903).

The following program commentary discusses the tracks on this premiere release of Kaper’s score for BUtterfield 8 in film order, although several of the source cues appear at the end of the main program to optimize the listening experience.

1. Main Title
The opening titles unfold as call girl Gloria Wandrous (Elizabeth Taylor) sleeps in the bed of her date from the previous night, Weston Liggett (Laurence Harvey). Ominous trills and glissandi surround an introductory alto flute reading of Kaper’s theme for Gloria, the tune subsequently joined by a bitter counterline for low-register strings before it receives an increasingly lush treatment for full orchestra with florid piano accompaniment. When Gloria begins to wake up, the cue returns to its foreboding opening material, suggesting the harsh reality that awaits her.
2. The Next Morning
In an extended sequence largely devoid of dialogue, woodwinds develop Gloria’s secondary theme—a coy three-note “tramp” motive—as she searches the apartment for a cigarette. A saxophone statement of the motive sounds over mischievous accompaniment as she lights one of Liggett’s cigars, the accompaniment escalating as she chokes on its acrid smoke. A comical clarinet line offers relief when she washes away the taste with a glass of Scotch, the cue building to another jazzy exclamation as something on the floor catches her attention.
The Dress
The music stops abruptly on a cut to her torn dress on the carpet. English horn and bass clarinet solos yield to a string development of the secondary theme and then a woodwind flourish as Gloria crumples up the dress and tosses it aside. Kaper continues, treating the tramp motive demurely as Gloria dons her slip and wanders through the apartment searching for Liggett. The cue’s tone brightens with celesta taking up the main theme over the tramp motive—expanded into a seven-note theme—for Gloria washing up in the bathroom. Playful variations of both themes unfold as she proceeds into the dressing room of Liggett’s wife, Emily (Dina Merrill), to apply some perfume; a trumpet and saxophone duet gives way to a dreamy suggestion of the main theme when she admires a gorgeous mink coat in Emily’s closet. The tramp motive mixes with the main theme once more as Gloria returns to the living room, the material expressing anguish when she reaches into her purse and pulls out a note from Liggett, revealing that he has left her $250 as payment for the previous evening.
The Note
Troubled developments of the tramp motive for English horn and strings build to an abrasive climax as Gloria uses lipstick to write “No Sale” on a mirror. An angry fugal setting of the secondary theme unfolds when Gloria returns to Emily’s closet and swaps her own coat for the mink that earlier caught her eye.
The Bottle
After Gloria calls her answering service (BUtterfield 8, the telephone exchange of the title), woodwinds toy with the tramp motive as she swipes one of Liggett’s liquor bottles, leaving his $250 in its place.
18. Off Stage/On Stage/Steve at Work
Gloria visits her childhood friend, musician Steve Carpenter (Eddie Fisher) at his apartment, where he plays these brief passages while arranging music at his piano.
Later in the film (after “Augie’s No. 1”), Steve plays a sequence of chords during an argument about Gloria with his girlfriend, Norma (Susan Oliver).
3. Hi, Girls
Norma demands that Steve cut all ties with Gloria. Uneasy chords underline the tension when Steve accidentally calls his girlfriend “Gloria.” The scene transitions to Gloria parking her sports car in front of the apartment she shares with her mother, Annie (Mildred Dunnock); sprightly woodwind figures sound as Annie—very much in denial about her daughter’s true profession—and her sarcastic neighbor (Betty Field) anticipate Gloria’s arrival.
A lonesome saxophone line underpinned by rich string chords plays as Liggett returns to his apartment, yielding to woodwind solos (incorporating a descending figure from “Hi, Girls”) when he sees “No Sale” written on the mirror and examines Gloria’s torn dress.
19. Theme from Butterfield 8 & Doctor Sunday
Gloria and Liggett meet at a bar. Piano, accompanied by string bass, plays Kaper’s main theme in the background as the lovers engage in an intense argument; when Gloria tries to leave, Liggett grabs her wrist, prompting her to dig a heel into his shoe. As the lovers reconcile, the background piano jazz segues to another tune: “Doctor Sunday,” a theme from Kaper’s score for Homecoming (1948), introduced in that earlier film as source music for a party thrown by surgeon Ulysses Johnson (Clark Gable) at which his colleague Dr. Robert Sunday (John Hodiak) makes an unexpected appearance.
20. Bagdad Junior
A swinging arrangement of “Doctor Sunday” plays at a club where Liggett watches as Gloria mingles with various men.
21. Night Club #3
A Latin source cue plays at a restaurant where Gloria fends off advances from one of her former clients, who recognizes an uncomfortable Liggett.
4. At The Door
Liggett takes Gloria to Happy’s Motel. A romantic setting of the main theme spotlights saxophone as the two lovers enter their room, with a piano flourish as they kiss passionately.
Augie’s No. 1
The jukebox at Augie’s, a diner near the motel, plays a jazz setting of the main theme from Kaper’s score for The Scapegoat (1959) while Gloria tells Liggett about her wild side.
5. The Boat
Gloria and Liggett spend a week together in upstate New York. A saxophone rendition of the main theme sounds over flowing accompaniment as Liggett shows Gloria his yacht, the theme continuing as they flirt and play-act aboard the boat. The cue concludes uncertainly as the scene segues to Emily at the home of her ailing mother (Carmen Matthews).
6. The Slut
Upon returning to Manhattan, Gloria buys an attaché; case for Steve, prompting a jealous response from Liggett; a spare development of the main theme spotlights English horn, underlining the conflict. The mordant material gives way to a romantic treatment of the theme after Gloria presents Liggett with a lighter (engraved “BU8”). The melody adopts a painful air as they discuss Emily’s impending return to the city.
Misterioso writing incorporates the tramp motive, marking a transition to Gloria returning home, where she confronts her mother and confesses her life as a call girl— as well as her desire to leave it all behind for a life with Liggett. Anguished woodwinds and ardent strings build over trilling accompaniment as her mother resists acknowledging the truth; Gloria proclaims herself “the slut of all time” and the tramp motive swells violently before Annie slaps her.
If Only
A clarinet phrase passes to English horn, oboe and then flute as Gloria wishes aloud that she someone had slapped her earlier in her life. She consoles Annie, assuring her mother that she has finally discovered love, although the presence of the tramp motive offers little encouragement.
7. The Coat
When Gloria visits Steve on his birthday, a piano arpeggio marks the revelation of Emily’s mink coat hanging in his closet—Gloria left it there earlier and forgot about it. Woodwinds, supported by strings, pick up the piano figure as she retrieves the fur and hurries out. Kaper mounts anxiety through a transition to Gloria arriving at Liggett’s apartment building, just in time to observe Emily returning home. Tragic outbursts of the tramp motive sound as Gloria runs back to her own car, fearing she will never measure up to Emily. The cue resolves uncertainly on a transition to Liggett welcoming his wife home.
8. The Lighter
Emily informs a surprised Liggett that her mink coat is missing. As he prepares to smoke a cigarette, he notices the initials “BU8” on his lighter, the tramp motive underlining his realization that Gloria must have taken the fur. Piano figures mix with nightmarish settings of the main theme as Liggett suggests to Emily that the coat has been stolen.
My Way
Liggett becomes angry when Emily challenges his decision to hire a private detective rather than call the police. Kaper develops the woodwind material from “The Coat” along with suggestions of the tramp motive as Liggett storms out of his apartment.
22. While My Lady Sleeps
Liggett goes out looking for Gloria. At one nightclub he visits, laid-back jazz piano and string bass play this tune Kaper wrote (with lyrics by Gus Kahn) for Nelson Eddy to sing in the 1941 musical The Chocolate Soldier.
9. Night Club
This easy-going tune plays at another establishment, where Liggett encounters two of Gloria’s former clients, who welcome him to their “fraternity.”
An agitated development of the main theme escalates over trilling strings as a drunken Liggett calls BUtterfield 8 from a pay phone in order to track down Gloria; the cue reaches a dissonant exclamation when he hangs up in frustration.
10. A Face
A quietly troubled variation of the main theme plays for a breakfast conversation between Liggett and Emily. The music pauses abruptly when she asks him about the private detective, continuing as he catches his breath and feeds her a lie. Dissonant interplay between woodwinds and cello leads to an eerie setting of the tramp motive for Liggett adding liquor into his orange juice. As Emily voices concern about her husband’s behavior, the main theme on vibraphone over nervous tremolo strings mirrors his emotional instability; he implores her to throw him out once he has retrieved the coat.
The main theme continues through a transition to Gloria arriving home and greeting her mother. A saxophone reading of the tramp motive plays as Gloria examines herself in a mirror, yielding to woodwinds as she tells her mother of Emily’s inner beauty, the kind that comes from self-respect—she resolves to find this beauty for herself one day. A fragment of the main theme closes the cue when Gloria’s mother reports that BUtterfield 8 called with a message from Liggett, demanding that she meet him.
11. Night Club #6
Gloria brings the mink to Liggett at a restaurant, where this casual arrangement of the main theme—eventually segueing to Kaper’s theme from Green Dolphin Street—plays as source music while Liggett drunkenly insults the call girl.
12. Night Club #7
The music in the nightclub stops when Liggett creates a scene and another patron confronts him. This feisty Latin source music starts up after the other man punches Liggett, knocking him down; Gloria chases after her lover as he storms out of the establishment.
A Lousy Coat
The film transitions to Gloria driving the drunken Liggett home. Kaper creates suspense with trilling flute, foreboding trombone and stark piano chords while Emily watches from her window as Liggett staggers out of Gloria’s car. Ardent strings recall the counterline from the “Main Title” as Gloria attempts to return the mink; Liggett throws the coat at her feet and snarls that he could never give it back to Emily after it has been in the possession of “something” like her. Anguished strings play to Gloria’s devastation as Liggett retreats into the apartment building. She collects the coat and gets back into her car, to a bitter rendition of the main theme, supported by the counterline and unsettling tremolo material. When Emily greets her husband in their apartment, a suggestion of the tramp motive sounds as he accepts her offer to call him a doctor. Tentative phrases play through a transition to Steve’s apartment, where the musician awakens when he hears Gloria knocking on the door.
13. Let Me Cry
Trilling strings and chordal woodwinds recall the introduction from the “Main Title,” with the main theme struggling to surface as Gloria explains her troubles to Steve. When he notes that she still has the mink, the tramp motive sounds as she confesses that she “earned it,” acknowledging that she is a prostitute. As Gloria cries on Steve’s shoulder and collapses on his bed, an aching woodwind line yields to increasingly dissonant strings and brass. A disquieting version of the tramp motive on English horn closes the cue as Gloria prepares to reveal a terrible secret about her past.
14. Stay Here
Gloria explains to Steve that not only did her mother’s friend rape her when she was 13—she “loved it.” Mournful oboe and tormented strings play as Steve consoles her and convinces her to spend the night on his couch. The film transitions to Liggett’s apartment, where aching string phrases underscore his request for a divorce from Emily. A gently conflicted setting of the main theme plays as Liggett reveals that he fought with Gloria because he could not bear the thought of being without her.
15. Goodbye, Mama
Gloria informs Annie that she plans to move to Boston for a fresh start; she hugs her mother goodbye, accompanied by quietly optimistic flute and strings. For a transition to Liggett calling BUtterfield 8, an agitated woodwind line alternates with a repeated string phrase as he convinces the answering service to reveal Gloria’s destination. The cue crescendos for another transition to Liggett driving through upstate New York, where he finds her car parked in front of Augie’s.
16. Juke Box
A gentle arrangement of the main theme plays on the diner’s jukebox, where Liggett apologizes to Gloria and asks her to marry him. She resists, but Liggett convinces her to accompany him to Happy’s.
17. End Title
Upon reaching the motel, Gloria suddenly speeds away in her car. Liggett follows her in his own vehicle and a lengthy (unscored) chase sequence unfolds, ending with an automobile accident resulting in Gloria’s death. Liggett returns home, telling a sympathetic Emily what transpired.
For the film’s final fadeout, as Liggett leaves his wife in his own search for dignity and self-respect, Kaper concludes the score with an especially harsh and jarring version of the tramp theme that extends over the end title card, as if to emphasize Liggett’s shame and guilt for (almost literally) driving the woman he loved to her death. —