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Star Wars: Episode 1 - The Phantom Menace (Soundtrack and Ultimate Edition) by John Williams

Prologue | Ratings | OST 1999 Review | Ultimate Edition Review | Epilogue | Track Listings | Purchase


The Fan tom Menace
Review and Commentary by Christopher Coleman


Star Wars: Episode 1 - The Phantom Menace (Soundtrack) by John Williams

Star Wars: Episode 1 - The Phantom Menace (Soundtrack) by John Williams

Star Wars: 
The Phantom Menace OST




Originality 7
Music Selection 7
Composition 6
CD Length 7
Track Order 8
Performance 8
Final Score 7/10




Star Wars: Episode 1 - The Phantom Menace (Ultimate Edition Soundtrack) by John Williams

Star Wars: Episode 1 - The Phantom Menace (Ultimate Edition Soundtrack) by John Williams

Star Wars: 
The Phantom Menace - Ultimate Edition




Originality 7
Music Selection 6
Composition 6
CD Length 8
Track Order 7
Performance 8
Final Score 7/10


John Williams



Quick Quotes

This Ultimate Edition is pretty much an isolated score track put on CD, with nice, glossy packaging - even if the cover art is somewhat amateurish. The included booklet includes a short text describing how great this new release is, and tons of pictures from the film...If you're not a die hard Star Wars or John Williams fan I would recommend the original release instead. ***

Andreas Lindahl - Score!



I recommend this album for the luxury of finally having the majority of the Maestro's music on one 2-CD set, but for little else. Sony Classical should hang their heads in shame if only they weren't too busy counting all the money they'll be making off of this release. As fans, we can only hope that the Force is with them for the soundtrack release of Episode II.   ***.5

Tim Perrine - Cinemusic











"I've got a bad feeling about this...It is something...elusive."  Obi-Wan Kenobi

My dear Padawan Kenobi, may I suggest that what you felt, oh so long ago, was indeed a threat...a menace, but it is something you could not have possibly imagined.

With the second official release of music from Episode 1 of the Star Wars saga, the true menace is manifesting as none other than the Star Wars fans themselves.  The initial release from Sony in May of 1999, proved, for many, to be far inadequate.  The second release with every note of music from the film has, instead of satisfying the heartiest of Star Wars music fans, brought their subtle frustrations out of the shadows into the light- poised to strike out in rebellion against the evil Empire, Sony Classical.

What has caused this unexpected plot twist?  As mentioned, the initial release left far too many significant cues off for many fans to accept.  Second, the heavily marketed Ultimate Edition seems to a bit short of its "ultimate" labeling, especially in light of RCA's earlier treatment of the Special Edition double-disc releases.   Lastly, there is a third reason, one that might be a simpler explanation for the great disappointment over both official  releases of this John Williams score.  Cleverly cloaked it might just be due to the music from Episode I itself.

If ever there was the weight of an entire galaxy upon one single score or one single composer, then it would have to be in the case of Star Wars:  The Phantom Menace and composer John Williams.  With the anxieties and expectations of multiple millions of Star Wars fans brewing for some 17 years, Episode One of the Star Wars saga was finally released.  Regardless of the ultimate quality of the movie itself, box office records being set were assured.  Similarly, multitudes of film music fans, even the most casual, waited eagerly for the original soundtrack to be released...with expectations also breaking all imagined records.

In May of 1999, the original soundtrack was released to the delight of some and to the dismay of others.  Soon after the release of the film, it was discovered that a significant amount of music had been omitted from the original release.  While the film itself met with much criticism, the money continued to roll in worldwide.  Likewise criticism of the score for The Phantom Menace was not hard to find.  John Williams' latest installment seemed to lack the brilliance and charm of its predecessors.  Surely, it could not live up to the collective expectations.  In the seventeen years between Star Wars films, both Lucas and Williams had changed.  In their maturation, something magical may have been lost.  Despite mediocre reviews, both film and soundtrack did well financially and Star Wars fanaticism (and merchandising) was reaching an all time high.  Fans began to  fear that they'd have to suffer without a complete release of Williams' music.  The idea of so much score remaining unofficially released was unbearable.

Not long after the release of the film, bootleg cues began surfacing all over the internet and petitions began forming.  More of this score was being vehemently demanded and if it would not be officially released, it would be downloaded.   With the successful release of expanded editions of Star Wars, The Empire Strikes Back, and Return of the Jedi by RCA records, surely a release of equal quality and style could (and should) be produced for The Phantom Menace.  Fans would have no less...and their anger was beginning to show.

Whether it was a master marketing ploy or simply Lucas, Williams, Sony, et al hearing the cries of the ravenous fans, rumors began circulating about the eventual release of what was being dubbed a "complete release."  Star Wars and John Williams fans alike began shorting out keyboards all over the world as they drooled in front of their monitors in anticipation.  Still, something was not right...

Finally, after a year and a half of pining and crying, the fans got what they asked for- a more complete release of John Williams score.  Sony Classical took upon the challenge of providing fans with  every note of music from the film with little editing.   Unexpectedly, the cries of foul play grew even louder.  From the most over-scrutinized film of all time, now emerged what might become the most over-scrutinized soundtrack release of all time.  Many fans' anger had turned into a hatred towards the record label, simply for its marketing deception.  

What is the cause of all this suffering?  Is the original release sufficient?  What improvements are found in the Ultimate Edition?   Does this John Williams score for The Phantom Menace really deserve such attention?...


Star Wars:  The Phantom Menace OST

Composed, Conducted, Orchestrations by John Williams
Performed by the London Symphony Orchestra; The London Voices; 
The New London Children's Choir
Produced by John Williams
Released by Sony Classical Records - May 1999

The original release of The Phantom Menace was surprisingly brief and markedly underwhelming regarding its packaging; however, for average Star Wars fans and John Williams fans, it was sufficient.  Yes, when compared to RCA's absolutely first class effort with the special edition releases, this release seems a bit thin.  Still, the music featured is nearly all of the major cues and themes from the film- neatly edited and presented in a very "listenable" fashion.  

The familiar structure of the previous Star Wars soundtracks was adhered to with the exception of Alfred Newman's 20th Century Fox Fanfare in opening the soundtrack.  The opening titles, the main character themes, battle sequences and finale and end titles are all included.  The most notable exception is the neglect of one of the best sequences of the film,  Anakin's departure from home- later entitled Anakin is Free.  This portion of music contained Shmi's beautiful theme and a passionate appearance of The Force Theme.  For this transgression alone this soundtrack suffers.  

John Williams idea was to sequence this release in the most ear-appealing fashion and while he does accomplish this goal,  there is almost no chronological consistency.  Even so, Williams was wise enough to start and end this release appropriately.   The CD begins with the famous Star Wars Main Title and immediately flows into the opening sequence of the film, The Arrival at Naboo (1).  The soundtrack concludes with Augies Great Municipal Band (easily the worst finale Williams has come up with for the Star Wars episodes to date) and the End Titles (17).  The End Titles are a disappointment as well, as the transitions from theme to theme simply don't have any natural flow to them.  Moving from the heroic Star Wars Main Theme/Luke's Theme to Duel of the Fates to Anakin's Theme is a truly rough road and we are left with a very ominous tone as we hear the menacing breathing of Darth Vader over the final foreshadowing notes of Anakin's Theme (at least in the theatre we do.) A more detailed discussion of the music and themes for The Phantom Menace will be discussed in the conclusion of this review.

Besides this omission there remained a considerable amount of other music left off the 1999 soundtrack release; however, I doubted that there was enough significant music to comprise an entire second disc that would be very enjoyable.   By the Summer of 2000, rumors swirled about an eventual double-disc release containing a more complete representation of this score.  The presentation of Williams' score in this next edition would determine the ultimate value of this original release.   Interestingly, in November of 2000, Sony Classical released its Ultimate Edition to both cheers and jeers of music fans, thus keeping a measure of value in this 1999 release of the soundtrack.



Star Wars:  The Phantom Menace - The Ultimate Edition

Composed, Conducted, Orchestrations by John Williams
Performed by the London Symphony Orchestra; The London Voices; 
The New London Children's Choir
Produced by John Williams
Released by Sony Classical Records - November 2000

The release of the Ultimate Edition has been met with relief but also antagonism.  For many John Williams fans, this was a must purchase as well as for Star Wars merchandise collectors.  Finally, according to Sony, every note of Williams score would be officially available.  With this deceptively minor slip of overstatement, Sony drew out its shadowy attackers.  Critical review after critical review began rolling in with only a spattering of complimentary comments.

What does this Ultimate Edition actually offer?  Fans of the film and the music now have every note that was featured in the film in perfect chronological sequence- two CDs filled to the brim with over an hour's worth of music not contained on the 1999 release.  Oddly enough, the packaging states that this edition contained  "all" the music composed for the film, when, in truth, what is featured is all of the music used in the film.  Here, Sony suffers due to  RCA's release of the Special Edition CDs some two years ago.   Such a high standard can be traced back to RCA's superior treatment of their CDs, where alternate takes of significant cues were wonderful inclusions.  Fans expected the same from Sony.

The amount of unused music could be considerable, if one takes into account the amount of original score Williams was forced to abandon for the final battle sequences.  This was reportedly due to Lucas' obsession with the Duel of the Fates theme.  It is my bet that Williams original concepts would be much more pleasing to the ear with much smoother transitions than what we hear in the film, and on the Ultimate Edition.  

The Ultimate Edition does deliver some significant cues not found on the original release.  This edition delivers the wonderful, Anakin is Free cue (2:1) that was noticeably missing from the original release.  A myriad of other important scenes receive musical representation including: Fighting the Destroyer Droids (1:5), and Qui-Gon and Darth Maul Meet (2:2). Some of the cues featured were extremely subtle in the film and some may have gone completely unnoticed.  Their inclusion prove to be a pleasant surprise.  Among these cues are Street Band of Mos Espa (1:18) Desert Winds (1:20), Mos Espa Arena Band (1:29), and The Street Singer (1:35), all of which convey the otherworldly sound of Tatooine and function similarly to Williams' Cantina band music and Jabba's Palace band.  These new tunes from Tatooine are less pronounced than their predecessors and so their omission from the 1999 release was hardly noticed.  Finally, the Ultimate Edition concludes with a special dialogue version of Duel of the Fates, which unfortunately amounts to nothing more than dialogue and sound effect samples from the various trailers released eighteen months ago.  A novelty, but not a necessity by any means.

The packaging of this "ultimate edition" leaves much (and I mean MUCH) to be desired.  Let me say this upfront, "No release can be called 'ultimate' if track times are not included in the notes!"  Track times are a bare minimum.  Lacking track by track commentaries (another virtue of the RCA CDs), Sony provides scenes from the film instead- hardly an adequate substitute.  There is almost no text elaborating on the production of this edition or the original score sessions.  Lastly, the whole metallic-blue motif of the design is nearly laughable and with the funds Sony has at its disposal, something classier was in order here.  While paper CD cases can be classily done (see Teldec's Electric Shadows: Film Music by Zhao Ping for a stellar example), Sony "ultimately" missed the mark.  Is packaging that big of a deal?  Well, if one is asked to pay upwards of $30 (US) for a soundtrack, the answer must be a resounding, "Yes."

This Ultimate Edition does offer a plethora of music that the original release does not; however there are scant cues that I find as must-haves.  The sequencing is true to the film, but, most noticeably in the climactic concluding tracks, are not a pleasant listening experience.



Epilogue - The Music of the Menace

The Williams Evolution

The Phantom Menace clearly exemplifies just how much composer John Williams has evolved over the last seventeen- plus years.  Few would expect him to  compose stylistically the same over such a long period of time; however, for those Star Wars fans who were so profoundly affected by his earlier works such as:  Superman, Star Wars, Raiders of the Lost Ark and their sequels, the score for The Phantom Menace has been a bit of a disappointment.   In retrospect, it isn't hard to see the direction John Williams' music was taking (likely at the direction of George Lucas) just by listening to Return of the Jedi.  Star Wars was changing from a simple romantic, space opera, to a "kiddie-show." - as evidenced by the introduction of our Ewok friends and later the "Ewok of Ewoks", one Jar Jar Binks!  

John Williams music in the latter 1990's  has taken on a deeper, fuller, more mature feel.  The dominant brass all throughout scores like The Phantom Menace and The Patriot show this trend to be continuing right into the next millennium.  The unfortunate thing about this is that this style is just outside of the traditional "Star Wars feel."  If one listens to a mixture of tracks from the four films, the stylistic differences of The Phantom Menace stick out like soar thumbs.   Undoubtedly, the differences in Williams music these days can be attributed to the added depth and complexity  and makes for quite a study for those who desire to delve into such things.

Gains and Losses

Below the immediate surface of the music are subtle details and hints that have stirred almost as much speculation as the plot of the film itself.  Is Augies Great Municipal Band playing the theme of Darth Sidious?  Do you hear the inversions of The Imperial March in Anakin's Theme?- and the like.  Despite such details, for many, myself included, The Phantom Menace lacks that unique personality that is found in such great abundance in the previous scores.  Aside from Duel of the Fates, there are few themes or cues that completely enthrall as in Star Wars scores past.  Similarly to Lucas  borrowing from dozens of myths, both ancient and modern, in the first three films, so Williams borrowed from motifs and techniques from past composers in his earlier Star Wars compositions.  Somehow both the early films and music seemed to have a universal appeal that seems to be sadly absent from Episode One.

I was taken aback by the subtlety of the opening track and sequence in the film as I had hoped for a more rousing start a la A New Hope.  After all, as far as the Star Wars  feature films go, this is "The Beginning" - deserving of a more emphatic, attention-grabbing start. Instead, after the familiar title sequence fades, very subdued mood is created- more along the lines of The Empire Strikes Back.

The early release of Duel of the Fates single, set a high bar of expectation for the rest of the score.  Williams created something different, yet still evocative.   Unfortunately, the rest of the score fails to deliver the same degree of feeling.  Of course, this is not entirely the fault of John Williams, as he had no choice but to develop themes for bumbling, comic- relief characters such as Mr. Binks.  

In general the character themes are simply not as memorable as most of the major character themes are from the first three films.  Qui-Gon's theme is almost a militaristic march, hardly music one would associate with a main character.  Anakin's theme, while cute, creative and full of foreshadowing elements, doesn't compare to the innocence and beauty of Williams' theme for Princess Leia.  Somehow Jar Jar Binks' theme just lacks the quaintness and charm of the Jawas' theme and is more akin to the playful, yet somewhat annoying, Ewoks theme.  The Emperor's theme is reprised but in contrast to its strong and bold portrayal in Return of the Jedi, it is written and understandably performed in a much more subversive manner.  Overall, John Williams hit his mark in being suggestive with this score, but I prefer the boldness and simplicity in which he conveyed characters and storyline for the first three films.

Another shortcoming of this score are the battle sequences.  Again, in comparison to the first three films, especially A New Hope and Empire Strikes Back, The Phantom Menace fails to capture the intensity of the battle in such a was as to make the sequence memorable.  The assault on the Death Star, the Hoth Battle, even the climactic three-fold battle of Return of the Jedi were given a unique personality by the craftsmanship of Williams.  Unfortunately, the formulaic battle for Naboo was helped along very little by Williams score this time.

The highlights and lowlights of The Phantom Menace as a score, are directly tied to the film itself.  Highlight - Duel of the Fates: great hand to hand battle sequence with accompanying epic score.  Lowlight - Jar Jar Binks: distracting comic relief complete with Saturday-morning-cartoon-theme.  Highlight - Shmi: curious if not mysterious "Virgin Mary" figure featuring the simplest and maybe most heartfelt theme of the movie.  Lowlight - Attack on the Control Ship: vapor thin battle and dialogue complete with cute, playground inspired music that lacks the threatening suspense of the Assault on the Death Star from A New Hope.

Yes, Obi Wan, I have a bad feeling too.  I sense something is wrong.  For a score that is, overall, the least enjoyable of the four Star Wars scores, much too much is being made over the elements lacking in the original 1999 release as well as the minor advertising blunder from Sony regarding the contents of the Ultimate Edition.  The original release is much easier to listen to, despite a few significant theme or cue absences, while the Ultimate Edition gives every note used in the film, but in all its film-edit abruptness.   Sony can produce release after release and still never be able to satisfy the fantom menace.  Unfortunately, arranging, re-arranging the score for episode one will never make it as appealing has the three previous film's scores.  My recommendations are if you want to enjoy the general essence of The Phantom Menace, invest in and listen to the original 1999 release.  If you want to have a chronological experience of the film, rather than listen to the Ultimate Edition, just watch the film again.  However, option three may be the best.  Take tracks from both releases and compile your own episode one, musical experience.


Star Wars:  The Phantom Menace OST
 Track Listing and Ratings

 Track Title Time


1 Star Wars Main Title/ The Arrival at Naboo 2:55  ***
2 Duel of the Fates 4:14  *****
3 Anakin's Theme 3:09  ****
4 Jar Jar's Introduction/ The Swim to Otoh Gunga 5:07  **
5 The Sith Spacecraft/ The Droid Battle 2:37  ****
6 The Trip to the Naboo Temple/ The Audience with Boss Nass 4:07  ****
7 The Arrival at Tattooine/  The Flag Parade 4:04  *****
8 He Is the Chosen One 3:53  ***
9 Anakin Defeats Sebulba 4:24  ***
10 Passage Through the Planet's Core 4:40  ***
11 Watto's Deal/ Kids at Play 4:57  ****
12 Panaka and the Queens Proctectors 3:24  ****
13 Queen Amidala/ The Naboo Palace 4:51  ****
14 The Droid Invasion/ The Appearance of Darth Maul 5:14  ****
15 Qui-Gon's Noble End 3:48  ****
16 The High Council Meeting/ Qui-Gon's Funeral 3:09  ****
17 Augie's Great Municipal Band/ End Credits 9:37  **

Total Running Time


Star Wars:  The Phantom Menace - Ultimate Edition 
Track Listing and Ratings


Disc 1

 Track Title Time


1 Fox Fanfare 0:23  ***
2 Star Wars Main Title 1:24  ***
3 Boarding the Federation Battleship 2:31  ***
4 Death Warrant for Qui-Gon and Obi-Wan 1:18  ***
5 Fighting the Destroyer Droids 1:44  ****
6 Queen Amidala Warns the Federation 2:23  ***
7 The Droid Invasion 1:00  ****
8 Swimming to Otoh Gunga 0:56  ***
9 Inside the Bubble City 3:05  ***
10 Attack of the Giant Fish 1:37  ***
11 Darth Sidious 1:04  ****
12 The Giant Squid and the Attack on Theed 1:18  ***
13 Qui-Gon and Obi-Wan Rescue the Queen 2:09  ****
14 Fighting the Guards 1:42  ***
15 Escape from Naboo 2:04  ***
16 Enter Darth Maul 1:07  ****
17 The Arrival at Tatooine 2:28  ****
18 Street Band of Mos Espa 1:17  ****
19 Padme Meets Anakin  1:12  ****
20 Desert Winds 1:28  ****
21 Jar Jar's Run In with Sebulba 1:18  ***
22 Anakin's Home and the Introduction to Threepio 2:27  ****
23 Darth Sidious and Darth Maul 1:12  ****
24 Talk of Podracing 2:59  ***
25 Watto's Deal/Shmi and Qui-Gon Talk 2:24  ***
26 Anakin, Podracer Mechanic 1:38  ****
27 The Racer Roars to Life/Anakin's Midi-Chlorian Count 1:24  ****
28 Darth Maul and the Sith Spacecraft 1:00  ****
29 Mos Espa Arena Band 0:53  ****
30 Watto's Roll of the Die 1:59  ***
31 The Flag Parade 1:14  **
32 Sebulba's Dirty Hand/Qui-Gon's Pep Talk 1:37  ***
33 Anakin Defeats Sebulba 2:17  ***
34 Hail to the Winner, Anakin Skywalker 1:13  ***
35 The Street Singer 1:13  ****
  Total Running Time 68:07  

Disc 1

 Track  Title  Time


1 Anakin is Free 5:04  *****
2 Qui-Gon and Darth Maul Meet 1:48  ****
3 Anakin and Group to Coruscant 4:11  ***
4 The Queen and Palpatine 0:41  ****
5 High Council Meeting 2:37  ***
6 The Senate 1:12  ****
7 Anakin's Test 3:41  ****
8 Qui-Gon's Mission/Obi-Wan's Warning 3:47  ****
9 Nute and Rune Confer with Darth Sidious 0:29  ***
10 The Queen and Group Land on Naboo 2:19  ****
11 Jar Jar Leads Group to the Gungans 2:25  ***
12 War Plans 2:31  ****
13 Darth Sidious Receives News of the Gungan Army 0:25  ****
14 The Gungans March 0:57  ****
15 The Queen and her Group Sneak Back to the Palace 0:18  ****
16 The Battle Begins 0:24  ****
17 The Republic Pilots Take Off Into Space 1:26  ***
18 Activate the Droids 0:44  ****
19 The Gungans Fight Back 0:24  ****
20 The Duel Begins 0:51  ****
21 Anakin Takes Off in Spaceship 0:47  **
22 The Duel Continues 0:59  ****
23 The Battle Rages On 1:59  **
24 Qui-Gon, Obi-Wan and Darth Maul Continue Battle 1:22  ***
25 Qui-Gon, Darth Maul, and the Invisible Wall 0:14  ***
26 The Gungans Retreat and the Queen Surrenders 2:18  ***
27 The Death of Qui-Gon and the Surrender of the Gungans 2:28  ****
28 The Tide Turns/The Death of Darth Maul 3:24  ***
29 The Queen Confronts Nute and Rune 1:47  ***
30 The Funeral of Qui-Gon 1:18  *****
31 The Parade 1:24  **
32 End Credits 8:14  ***
33 Duel of the Fates (Dialogue Version) 4:21  ***
  Total Running Time 55:51  




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