The Sandpiper

The Sandpiper (1965), directed by Vincente Minnelli, starred Elizabeth Taylor and Richard Burton in what was billed “an adult love story” set against the natural beauty of Big Sur, California. Burton plays a school headmaster and minister who, unbeknownst to his wife (Eva Marie Saint), undertakes a clandestine affair with a bohemian artist (Taylor). While the film has a reputation for soapy melodrama, Johnny Mandel’s score is a masterpiece of jazz and romantic scoring, centering on one of the most famous movie songs ever written: the Academy Award-winning “The Shadow of Your Smile” (with lyrics by Paul Francis Webster). Beyond the song, the score encompasses an array of ineffable moods, led by the unparalleled trumpet work of Jack Sheldon.

We present The Sandpiper twice in this collection, all newly mixed from the original 35mm three-track session recordings. Disc 2 features the most familiar version of the song (track 1) to kick off the complete score in film order (tracks 2–14), closing with alternates and source music (tracks 15–23).

Tracks 16–25 of disc 3 constitute a newly remixed and edited recreation of the original Mercury soundtrack LP for The Sandpiper, for which album producer Quincy Jones restructured the cues to create something of a suite from the film.

Disc Two

1. End Credits Vers. #2
Mandel recorded four choral versions of “The Shadow of Your Smile” for possible use over the film’s end credits. Essentially, there are two “slow” versions (long and short) and two “fast” versions (long and short). This “version 2” (the long version in the slower tempo) kicked off the Sandpiper LP. Scored for 12 vocalists—six men and six women—this balance give the work a lush, concentrated sound. Mandel cleverly keeps the arrangement in unison until the song’s climax, allowing for a natural build from start to finish.
2. Main Title
Aerial shots of Big Sur provide the framework for the main title sequence as three flutes play the bridge of the theme and a harp juxtaposes a repetition of the five-note opening (“The shadow of your…”). Mandel introduces “The Shadow of Your Smile” instrumentally in this cue, with orchestrations evoking the stunning landscape. Another fingerprint that wends its way throughout the score makes its debut here: a three-pitch ascending/descending figure, based in whole-step motion until the final downward half step, on the piano, leading into Jack Sheldon’s sensational performance of the theme. Sheldon plays freely with the rhythms, sometimes delaying the downbeat, finding just the right places to breathe between phrases—lulling the listener into the work. The theme develops further with interjections from the orchestra, creating a tone poem accompanying the visual poem provided by the title sequence. As the trumpet finishes its statement, saxophones and bass clarinet enter with a line based on swirling parallel fourths and fifths, capturing the sense of great waves moving. The final statement for full brass raises the fourth note of the melody, altering the harmony. Solo trumpet returns to finish the theme and the cue closes gently—and with symmetry—as flutes restate the bridge. The film introduces Laura Reynolds (Elizabeth Taylor) painting on the beach and watching her son, Danny (Morgan Mason), walk off into the woods. The opening cue concludes on a dominant chord, leading to its resolution in:
The Deer Hunter
Danny moves into the forest, a small rifle in hand. Gentle flute underscores the sight of a fawn, which Danny follows. The flute continues, moving in impressionistic, stepwise motion, yielding to frantic, high cadenzas as Danny gives pursuit. Brass takes over with a sharp figure as Danny fires his rifle, killing the fawn.
3. To San Simeon
A strict judge (Torin Thatcher) orders Danny to attend San Simeon School and makes an appointment for Laura with its headmaster, the Rev. Dr. Edward Hewitt (Richard Burton). Horns take the melody, here derived from the tail end of the bridge (“my love and see” in the song). This forlorn reading accompanies Laura and Danny walking along the highway, where they are picked up by two of her eccentric beatnik friends, Cos (Charles Bronson) and Larry (James Edwards). Sheldon’s muted trumpet leads to a brass and wind cadence as the car pulls into San Simeon. (In an unscored conversation that follows, Laura and Hewitt do not see eye-to-eye and she refuses to let Danny attend the school.)
Run Danny Run
Laura storms out of Hewitt’s office as warm horns turn harsh and discordant. Slow shifts in harmonies combined with chimes hint at what will become Hewitt’s shift of feelings toward Laura, and the use of a cymbal represents the clattering of Hewitt’s restrained soul. Back at Big Sur, police arrive at Laura’s shack to force Danny to San Simeon as trumpet and saxophone enter into a duet. Tension mounts as Laura shouts at Danny, imploring him to run, but to no avail. Mandel scores Danny’s attempted vertical escape—he scrambles up a steep cliff—by engaging in downward musical motion.
At San Simeon School, Claire Hewitt (Eva Marie Saint) talks with Danny and discovers he possesses a talent for memorizing Chaucer in Old English, a fact she then relates to her husband. The filmmakers tracked portions of “Let’s Talk It Over” (track 12) into this scene.
4. Enter Baby Sandpiper
Hewitt travels to Laura’s place to pick up Danny’s belongings. Sustained high winds build tension as Hewitt enters the shack, noticing Laura’s many paintings. The trumpet reenters and the film cuts to Laura, carrying a wounded baby sandpiper. A gentle flute takes the fore as Hewitt helps make a splint for the wing, yielding to an interplay between piano and celesta as he and Laura work together and discuss their philosophical differences. Flute returns with the major-mode version of the theme’s opening (a raised fourth note in the sequence alters the harmonic contour) and a muted brass cadence closes the cue as Laura gently pets the bird.
5. Laura Gives Up
A somber reading of the theme’s bridge makes obvious Laura’s sense of defeat as she goes to get a suitcase for Danny. With each restatement of the top of the bridge, Mandel adds another orchestral color, using slightly dissonant harmonies to maintain the tension between Laura and Hewitt.
Locker Room
After a golf outing in Monterey with some school benefactors, Hewitt converses with a trustee, Ward Hendricks (Robert Webber), who fills him in about Laura’s background. A trumpet accent picks up the cue, keying in on Hewitt’s piqued curiosity. On the drive home, Hewitt stops at Laura’s shack; a trio emerges with a laid-back presentation of the bridge. Hewitt knocks on her door and is surprised when a man’s responds. He enters, discovering Cos carving a wooden statue of a nude Laura.
6. Next Time I’ll Visit You
Laura dismisses Cos and engages in a lengthy conversation with Hewitt, in which she reveals that she had been Ward Hendricks’s mistress for two years. Guitar makes its first full melodic entrance into the score as Laura tells Hewitt that she will visit him next time. Further muted trumpet elaborations upon the bridge occur as, back at San Simeon, Hewitt talks to a trustee about designing a new chapel. Mandel maintains the image of normality through steady brass rhythmic patterns, only to be interrupted when Hewitt sees Laura and excuses himself to talk to her. The major-mode version of the theme appears for strings, and the tonal colors become muted, evoking a hybrid of the two character aesthetics. Hewitt shows Laura her son’s classroom and then proposes that he commission her to design a pair of stained glass windows for the new chapel.
7. Art Gallery Revised
Driving up the coast, Hewitt stops at an art gallery, leading into a muted trumpet solo performing a melodic variation on the bridge. A piano solo sneaks in as he purchases one of Laura’s paintings on display. The score wends its way through a series of builds as Laura invites him to stop at her place on his way back to San Simeon, gradually leading into a reprise of the main theme. The theme’s recurrence accompanies a cut back to Laura’s shack, as the camera pans across her sketches for a stained glass window at the new chapel. Trumpets interject fragments of the bridge—as the piece becomes a duet between the two main ideas of the theme. Ever-shifting lead instruments continue to develop the main theme, until the cue closes with a lone trumpet resolving a statement of the bridge.
8. I Want You
Hewitt confesses his feelings for Laura, then leaves. Minnelli increases the number of close-ups in this scene, heightening the romantic tension, while harp and pizzicato bass figures underlie the relentlessness of the emotion. The cue resolves with a musical catharsis: an elegant idea for muted brass.
9. Lonely Laura
Ward Hendricks shows up at Laura’s shack and a confrontation erupts, Sheldon’s muted trumpet underscoring the aftermath. Laura finds herself walking alone on the beach to the piano pattern from “Laura Gives Up,” tying her lowest moments together.
Back at San Simeon (in another scene tracked with music from “Let’s Talk It Over”), Hewitt asks Claire to accompany him to Big Sur but she declines, wanting only a hot bath after a long day soliciting donations for the school. Hewitt then travels to Laura’s shack alone but finds a note indicating she is at Nepenthe, a local establishment (see tracks 17 and 18).
Hewitt and Laura discuss the matter of Danny’s custody, while stopped harp notes under a string pattern underpin a series of close-ups—the obsessive rhythm again hints at Hewitt’s emotional undercurrent. A floating camera shot accompanies Hewitt and Laura back at her shack, as the trumpet appears with the bridge. Laura lights her fireplace and the flute takes the main theme—intentionally slowing the restart of the phrase, creating an anticipation that heightens the subtext of the romantic action. Hewitt removes Laura’s shawl and they kiss as the guitar finally takes the melody. Laura awakens later that evening to find Hewitt dressing, as the major-mode version of the theme appears in horns and trombones. A constant high string harmonic and harp accents keep Hewitt’s moral dilemma at the fore; the cue ends unresolved.
10. Home to the Old Lady
The scene again switches to San Simeon, where Claire notices Hewitt’s car parked outside the chapel as vibraphone plays notes that clash with the string harmonies, keeping Claire’s worry and concern a constant. Once she enters the chapel and sees Hewitt, the strings take over fully in a brief religioso figure, leading into a stripped-down statement of Claire’s material, performed sul tasto. Mandel’s elegiac writing for Claire was added to the film at the last minute—at producer Martin Ransohoff’s insistence, and much to Mandel’s chagrin. The material is nevertheless well integrated into the score proper, with its core rhythmic idea (a dotted half note followed by a quarter note) echoing a portion of the main theme.
Sewing Machine
Laura walks on the beach at dawn, then the scene segues to her sewing in the shack; the brief sequence is underscored by a breathy flute and guitar duet based on the bridge of the main theme.
Weekend Montage
Some time later, Hewitt appears on the beach, where Laura is fishing. He has told his wife that he was driving to San Francisco for the weekend on a fundraising drive, while actually planning to spend it with Laura at Big Sur. This montage sequence follows their time on together, fishing, relaxing and discussing life. The cue opens with high winds engaging in the ascending/descending motive; bassoon responds, leading into an improvised cadenza (based on a mode with a raised third and lowered sixth and seventh). Mandel utilizes the woodwinds in a way that captures both the warmth of nature and human quirkiness. An extended guitar solo provides an intimate angle on a fireside conversation, and winds and harp make their entrance in a 3/4 variation on the major-mode version of the theme. The next morning, Laura leaves the door open for the baby sandpiper to fly outside, while a chipper piccolo provides a small motive for the bird. She and Hewitt walk on the beach as the cue ends with the trumpet alone.
11. Weekend Montage—Conclusion
Against more scenes from the lovers’ weekend, Mandel evokes the opening of “Art Gallery Revised.” Trumpets and trombones present another new figure based rhythmically on the opening of the main theme, leading into more major-mode, downward sequence variations on the opening, while the trumpet offers commentary, in the form of the ascending/descending pattern. Mandel engages in a series of sophisticated textures, combining instruments in a very specific, effective fashion, evoking delicate tints of morning and the gentle rush of the waves.
12. Let’s Talk It Over
Several days after Claire learns of Hewitt’s affair (see tracks 19–21), she quietly confronts him with memories of their early days together, all accompanied by the longest, most fully developed statement of Claire’s material. A surprisingly mature scene, Eva Marie Saint’s performance is helped in no small way by Mandel’s music and Minnelli’s visual magic—he keeps the two characters separate, as they rarely appear in frame together. Mandel marked this cue “Pathetic,” which may have been a musical pun, as the voicing on the resolution of the theme is very similar to that of Beethoven’s Piano Sonata No. 8 (“Pathétique”). Muted strings, playing sul tasto, provide a weak but warm sound—lacking the color that suffuses the rest of the score. Multiple ideas in this cue are variations on the dotted half-note, quarter-note idea that begins it, and the progression of the work is natural and inexorable. When harp finally enters the cue, Claire’s nostalgia takes on a more fragile context. As the cue reaches its delicate conclusion, Claire leaves Hewitt’s office, having spoken her piece.
13. Goodbye Claire
Hewitt resigns as headmaster of San Simeon and says farewell to Claire—intending to drive down to Baja California to figure out the course of his life. Claire’s material is heard once again, including a coda involving a repeating octave jump, emulating a heartbeat, and reflecting upon the inevitability of the film’s conclusion. Hewitt departs, unsure whether he will ever return, just as Claire is uncertain if she will be able to wait for him.
End Title Revised
The film cuts to Laura painting Danny on the beach, while Hewitt watches from far above; a lonely guitar is accompanied by low winds and trombones. When Laura notices Hewitt, a tremolo chord for brass and winds leads to Jack Sheldon’s trumpet playing the main theme magnificently in full force. Mandel slyly brings back many of the accompanimental ideas from the main titles, but with far more urgency, and augments the ending of the theme as the camera tracks backwards, moving ahead of Hewitt as he turns back to his car. The score reaches its musical climax, resolving with a full brass statement of the closing of the song, before ending in a decaying unison as the film fades out.
14. End Credits Vers. #3
This represents the version of “The Shadow of Your Smile” as heard in the film (the short version in the slower tempo of the song), playing over aerial footage of cars moving along the highway near Big Sur. The song is substantially abridged, suturing the lyrics from the beginning together with the very end of the song. Apart from the cut, the arrangement is the same as that heard in track 1.

Bonus Tracks and Source Music

15. Main Title (alternate)
This alternate take of the “Main Title” was recorded immediately prior to the finished film version (track 2), but with Jack Sheldon playing live with the orchestra. (For the film version, Sheldon later overdubbed his trumpet after the orchestra track was recorded separately.) Not only is Sheldon slightly freer in this take in terms of melodic and rhythmic interpretation as well as phrasing (he breathes and slurs between notes slightly more), but he uses a different mute at the end, providing a drastic difference in timbre. This take provides a unique glimpse into the creative process behind the nature of the collaboration between Mandel and Sheldon.
16. Thanks for the Mammaries
This source music accompanies the sequence in which Cos carves a nude sculpture of Laura (between tracks 5 and 6). The scene alternates between medium shots of Hewitt and close-ups of Laura, heightening the inherent awkwardness of the situation; the cue itself is a smooth piece of supper-club jazz, providing comic counterpoint.
17. Nepenthe Folk Yiddish
This rousing piece of source music plays as Hewitt arrives at Nepenthe, accompanying a raucous dance and utilizing instrumental staples of Yiddish folk and klezmer music—such as extensive use of the clarinet and harmony in thirds.
18. Nepenthe Watusi (Bird Bath)
Hewitt engages in a humorous argument with a drunk Cos under this rollicking source music (which immediately follows “Nepenthe Folk Yiddish”), incorporating electric guitar, high eighth-note piano chords and other tropes typical of the rock style being evoked. This cue closed the original LP edition of The Sandpiper—a fact that baffled Mandel, who (in the Verve CD reissue of the LP) called it “an inconsequential piece of source music that had no place being on the album…. The idea was to ‘liven it up’. Let’s face it—it’s not an album that you liven up.”
19. Monterey Restaurant
Ward Hendricks surprises Hewitt and Laura at a Monterey restaurant, where they are having lunch; this light samba (with an elegant piano performance by Artie Kane) plays as source music.
The beginning of a subsequent scene at a school trustees meeting in Del Monte features relatively nondescript piano source music (not available on the master tapes and thus not included on this CD). During an unscored argument between Hewitt and Hendricks, Claire learns of her husband’s relationship with Laura; Hewitt confesses all on the drive home and Claire experiences a breakdown, asks Hewitt to stop the car, and runs off. The scene changes to Laura’s shack, where:
20. Guitar and Bass
A group of Laura’s friends surprise her with news that two of her paintings have sold for a substantial sum, sparking an impromptu beach party. An extended guitar cadenza in the flamenco style opens this source cue, with Spanish rhythms coming to the fore, before turning into a hybrid of folk and ethnic ideas. The music is diagetically linked into the film as both the bassist and guitarist appear on screen. Laura and Larry sit on the beach, discussing Hewitt as the source music segues to:
21. Bongo, Bass and Guitar Congo
The influences on the music seem to range from Leadbelly to rock and jazz, using the twelve-bar blues form for its basic harmonic outline. Cos joins the conversation and Hewitt arrives at the party, much to the surprise and consternation of Laura. As Hewitt reveals to an increasingly agitated Laura that he has confessed their affair to Claire, bongos provide more of a “beatnik” feel to the cue, allowing for a rhythmic push. Tension builds as the music continues (in double time) over a fight between Hewitt and Cos. Hewitt is knocked unconscious and when he comes to, he tells Laura that he wanted to kill Cos, then excuses himself and leaves the party.
22. End Credits Vers. #1
This is a faster rendition of the arrangement heard in Track 1.
23. End Credits Vers. #4
Much like “End Credits Version 1,” this is a faster version of the song as heard in track 14.

Disc Three

The original LP release of the Sandpiper soundtrack appeared on Mercury Records MG 21032/SR 61032, produced by no less a luminary than Quincy Jones. The LP program restructured several cues, some of which were pitch-shifted to allow for more natural transitions. Because of these differences in conception, we present the original LP program as tracks 16–25 of disc 3.

16. Shadow of Your Smile (Vocal)
This is identical to the version presented on disc 2, track 1. (The LP omitted “The” from the song title.)
17. Main Title
This track is identical to the performance presented on disc 2, track 2; instead of segueing into “The Deer Hunter,” however, it fades out upon conclusion of the main titles.
18. Desire
This track combines “Laura Gives Up” (disc 2, track 5) and “I Want You” (disc 2, track 8).
19. Seduction
This track presents “Locker Room” (disc 2, track 5) lowered a half step, “Seduction” (disc 2, track 9) and “Run Danny Run” (disc 2, track 3).
20. San Simeon
Combined here are “To San Simeon” (disc 2, track 3); a version of “Next Time I’ll Visit You” (disc 2, track 6), raised by a half step and with a church bell sweetener added (including a reference to the venerable “Westminster Chimes”)—a piece of source music also heard in the film; and “End Title Version 1.” The latter is Mandel’s original scoring of the end title and does not appear on disc 2; it closed side one of the LP. It involves a substantially different guitar performance, with a far more impressionistic transition into the trumpet solo, the parallel fourths and fifths voiced for flutes and clarinets as opposed to saxophones. It also echoes the opening of the main title, with flutes performing a line derived from the bridge, and harp responding. A muted trumpet solo then leads into a far more understated ending than the version ultimately used in the film.
21. Weekend Montage
This is the same as disc 2, track 10 with two exceptions: a passage from the middle has been edited out and the closing portion is a different take than the one heard in the film and on disc 2. Specifically, that version used a pick-up take, whereas this track from the LP features the same take at the end as in the beginning.
22. Baby Sandpiper
This track is identical to “Enter Baby Sandpiper” (disc 2, track 4).
23. Art Gallery
This track is the same as the revised version presented on disc 2, track 7. (Mandel never recorded an “original” version of the cue, only one labeled “revised.”)
24. End Title
This track combines the cues “Lonely Laura” (disc 2, track 9), “Sewing Machine” (disc 2, track 10) and “End Title Revised” (disc 2, track 13).
25. Bird Bath
This cue is identical to “Nepenthe Watusi (Bird Bath)” (disc 2, track 18). — 

From the original Mercury LP…

The Music
In composing the score for the Elizabeth Taylor-Richard Burton motion picture The Sandpiper, I decided to attempt something different in soundtrack music. Usually, a cinema composer tries to dazzle the listener with the wildest possible variety of sounds and tempos. For The Sandpiper, I have, instead, tried to sustain a constant mood throughout. It’s a haunting mood matching the poignancy of the story, underscored by the beauty and loneliness of the magnificent Big Sur location.

I have attempted, with this music, to capture the sounds of the surf, the grandeur of the mountains, the beauty of the land. I fell in love with Big Sur more than 10 years ago. Naturally, I was delighted with a motion picture assignment that allowed me to transmit to the listener the feeling I have about this great and unspoiled corner of America. I hope I have succeeded. — 

The Motion Picture
For the Martin Ransohoff production The Sandpiper, director Vincente Minnelli took his crew and color camera to the paradisical Big Sur coast of California to film a compelling love story that might have been made to order for Elizabeth Taylor and Richard Burton. It is a highly emotional picture that brings together an unconventional woman living a nonconformist life and a married man of a strong conservative background. Their passionate love affair comes close to destroying the man’s marriage and ruining his career.

Miss Taylor is Laura Reynolds, who has chosen to lead a free life as an artist, even spurning the offer of marriage from the man who has fathered her child out of wedlock. Burton is Dr. Edward Hewitt, an Episcopal minister and headmaster of a private school, married to Claire (Eva Marie Saint), a beautiful woman completely devoted to him.

Despite the explosive clash of the entirely different personalities of Laura and Hewitt and his antagonism toward her beatnik friends (one of whom sculpts her in the nude), their mutual attraction is overpowering and their love inevitable. In the end, Hewitt finds the strength to break with Laura—but their love affair has left them with a great understanding that has enriched their lives.

Director Minnelli (whose credits include Gigi and An American in Paris) has probed deeply into the characters and dramatic conflicts of The Sandpiper and brings each scene to new heights of screen excitement. He has perfectly caught the Big Sur land with its rugged beauty, and uses it as a brilliant backdrop for the story’s passionate romantic interludes. Here, too, Minnelli brings to life an explosive scene of a wild beatnik party that ignites into violence. The Sandpiper—an outstanding motion picture.