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Soundtrax: Special Edition
Episode 3-a - September 20, 2017


The Jazz from U.N.C.L.E. - Jon Burlingame on assembling the concert
and the album

• Brian Ralston - Scoring ROSE and PLANET OF THE SHARKS

By Randall D. Larson

Recorded live at "The Golden Anniversary Affair," the FIFTIETH year celebration of the "The Man from U.N.C.L.E." TV series, the JAZZ FROM U.N.C.L.E. album consists of 14 tracks performed from the original sheet music used on the TV series, as interpreted by "The Summit Six Sextet," a band of top industry pros brought together to create this once-in-a-lifetime performance. Each track was carefully selected to capture the essence of the series and showcase the talents of the series' most iconic composers: Jerry Goldsmith, Lalo Schifrin, Gerald Fried and Robert Drasnin. I spoke with the concert/album co-producer Jon Burlingame to get some background on this iconic event and recording.

Photo: L-R: Steven Rosenblum (saxophone), Yu Ooka (guitar), Dean Koba (drums / percussion), Jon Burlingame (producer / host), Robert Short (producer), Nedra Wheeler (bass), Gerald Fried (composer), David Iwataki (keyboards), David Lamont (flute / leader).

Q: THE MAN FROM U.N.C.L.E. wasn’t alone during its era for favoring a jazz-based scoring concept.  What was it about the show’s use of jazz that stood out and became so memorable?

Jon Burlingame: It was a combination of the show itself - an unusual blend of fanciful drama, action-adventure and tongue-in-cheek humor - and the inspired composers who were scoring it in that mid-'60s era, some of whom went on to greater fame, including Jerry Goldsmith (whose subsequent secret-agent scores included OUR MAN FLINT and IN LIKE FLINT), Lalo Schifrin (MISSION: IMPOSSIBLE), Gerald Fried (ROOTS), Morton Stevens (HAWAII FIVE-0), and others.

Q: How challenging was it to modify the TV show’s music for the performance of the six-piece jazz combo?

Jon Burlingame: While first-season orchestras were mostly around 15 to 17 players, second- and third-season shows were mostly scored with just 9 or 10 - and source-music cues were generally jazzy pieces that could be performed with fewer. So it was a matter of figuring out which familiar themes needed to be heard, and then either performing the original charts with fewer musicians or having new arrangements written that would retain the essence of the tune.

Q: You’ve come up with a great variety of cues including familiar themes and marvelous numbers that both reflect visual goings-on while maintaining that special U.N.C.L.E. jazz “cool.” How were these selected? 

Jon Burlingame: I went through the music from the first three seasons and chose those numbers that I felt would be best-remembered, either from the Hugo Montenegro albums of the '60s or the more recent Film Score Monthly albums of original soundtrack music that I myself produced. And I love your phrase "that special U.N.C.L.E. jazz cool," because there is a lot of that feeling, from the jazz version of Goldsmith's love theme "Meet Mr. Solo" to Bob Drasnin's "Basic Black," a cool-jazz number from the third season that is one of my absolute favorite tunes ever.

Q: Where did you get the musicians – and how much rehearsal time was needed to get them into the U.N.C.L.E. groove?

Jon Burlingame: The Golden Anniversary Affair, the 50-year celebration of THE MAN FROM U.N.C.L.E., was organized by Robert Short, the Oscar-winning special-effects artist who was also technical advisor on THE RETURN OF THE MAN FROM U.N.C.L.E.. He owns many of the props from the original show and has been a longtime promoter of the series. Bob and I talked about a live U.N.C.L.E. music concert from the beginning; I was skeptical because I knew we could never afford Goldsmith's 17-piece orchestra. It was Bob who convinced me that we could do this with a smaller band and, once we decided on six, it was his flute-playing neighbor David Lamont who enthusiastically jumped on board and found the rest of the band (keyboards, saxophone, guitar, bass, drums), all top L.A. jazz players. We had two rehearsals prior to the concert and yes, they did "get into the U.N.C.L.E. groove" pretty quickly.

Q: Now three years later, we have the terrific CD of the performance. Was this always in mind to have the concert released on CD, and what process was needed to make it happen?

Jon Burlingame: No - the idea was simply to cap the weekend anniversary celebration with a once-in-a-lifetime concert. But, having gone to all the trouble to do this, we thought we'd like an archival recording of the event. I brought on an arranger (Nate Strasser), and he in turn enlisted a colleague (Shaun Chasin) to record the event. The live recording turned out so great that we started thinking seriously about an album. I brought on mastering engineer Doug Schwartz, with whom I first worked on the U.N.C.L.E. albums over 15 years ago, and he did his magic.

Q: Looking back at both the concert and the CD, what’s your final analysis of the experience as a producer and as a fan of the music?

Jon Burlingame: Just hearing this classic '60s spy music live - both at the rehearsals and in the concert itself, which I was privileged to host - was an indescribable joy, because it was the first time any of this music had been performed live since the original score recordings of 1964 to 1967. Having a CD souvenir of that special evening is icing on the cake. The fact that hundreds of other spy-music fans seem to be buying and enjoying it on its own is amazing to me. And very gratifying.

Please visit for more details, photos and video of the rehearsals and the event.

Order the album online here


Spoilers Ahead

ROSE: A widowed ex-cop discovers that she may have a life threatening illness, and decides to go on a solo road trip in a motorized wheelchair to explore the beauty of the Southwest. On her journey, Rose discovers more than just the simple beauty of New Mexico when she meets – and falls in love with – Max, an old cowboy who comes to a crossroads of his own.

Q: ROSE has a lovely main theme. .. I was listening to “The Journey Begins”, and I feel it conveys such a kind of comfort, that you’ve really identified a peaceful sense of tranquility for a story that is about finding some kind of peace in the midst of unhappy circumstances. How would you describe your initial thoughts getting into that film, working with the director, and coming up with that musical approach?

Brian Ralston:  The scene I wrote that cue for is a long sequence in the film where Rose is starting out on this journey that she’s decided she’s going to take. They originally had a song in that scene, and Rod McCall, the director, really thought that it needed to be score because it’s the beginning of this journey towards finding peace in her life. I really thought it was a good opportunity in the film to thematically stamp her, so I knew I needed a strong theme and that I needed something that really felt like travel music, per se, like this is the start of something important. So it was a way to introduce her theme. As far as the theme itself is concerned, she ultimately goes on this journey and part of her finding peace is this discovery that she falls in love with a cowboy she meets along the road. Part of the love theme – and there are other themes in there, too – are developed out of that initial theme for Rose. I really felt it needed to be a strong theme; instrumentation-wise, it needed to feel like her. It needed to have a little bit of country with the guitar in there, it needed to have that fiddle playing the melody, and it just evolved in terms of “this is what sets up that character” and we needed something strong. So many movies today are a little afraid to have big main themes on display, and some they may have themes but they’re kind of thrown in quickly and then they get away from it, but that entire cue plays out to picture in the film with almost no dialogue whatsoever; it’s set against visual imagery of her riding in the bus, her looking out the window, her contemplating life and what she’s going to learn on this journey to find herself, and so I knew the music was going to be very much on display. I thought it would be important that it’s something you could remember; something that you could hum coming out of the theater. And really, it was just me sitting down and trying to listen to what feels right in my head.

Listen to “The Journey Begins” in Soundcloud:

Q: How did you connect with Rod McCall, and what can you say about the origin of the film? Did its story have any basis in fact?

Brian Ralston:  It’s totally fictional, although there are aspects of this film that I think Rod really felt like he pulled from even his own life, in general. I think there’s a little bit of Rod in the James Brolin character, for sure. I came to the attention to Rod through J. Todd Harris, who was the producer of CROOKED ARROWS. Todd was an executive producer on this film, so he really wasn’t the day-to-day on-set/solving problems producer for ROSE (Greg Clonts was the producer of ROSE).  But from a standpoint of an executive helping them find their financing and guiding where the film was going to go from here, they were in a position to solicit recommendations and Todd said “I really think you need to give Brian a call.” Rod did and we ended up talking about the film. I did about five or six different thematic demos for them, and they ended up liking them a lot and using those demos as part of their temp score when they were editing the film and putting it together. It really came together quite easily after that. I was doing a lot of that demo work without officially being hired on the project, but it just kind of evolved into, “You know what we want and we love it. We want you on the film.”

Q: You’ve got a very nice Native American style vibe in the score as well following Rose on her journey…

Brian Ralston:  The entire movie takes place in New Mexico, and for anyone who’s lived in the Southwest (I lived in Tucson for many years), there is a strong Native American presence in that whole area of the Southwest. When you want to talk about a spiritual journey, you want to talk about the beauty of the desert in the Southwest, to me nothing more encapsulates that than Native American music. So as her journey in the film goes from this rugged, retired cop to falling in love and then becoming at peace with dying, the score takes on more Native American qualities as that journey becomes more about the spiritual aspect. That representation in the score is almost like death is calling to her. There are these little interludes in the movie where they do these month cards – month of April, month of May, month of June – they’re really short, probably four-to-eight seconds long, but in each one of those I have Native American music and I keep adding a layer to each month so as she travels from one month to the next, through April to September in the film, those month cards becomes more and more Native American, you start hearing vocal chants, you start hearing the distant drums, it’s like Mother Nature calling her, or whatever her god is calling her to come home. Then there’s a cue at the end, “The Long Car Ride,” one of the last cues in the film where she is really close to her end, and she’s in a car with a cop and they’re having a long discussion but she’s fading in and out of consciousness, and that cue alone becomes a really strong calling to her, spiritually.  So that’s where all the Native American stuff comes from.

The love theme is a little aside from that; she doesn’t go in this journey expecting to find someone or fall in love again, especially at her age, but she does, and so we have this secondary love theme that comes out of her theme from that bus scene, but we still kept it really small. Most of the score is based around solo performers, and so we didn’t want the score to get very big. Rod was very insistent that the score stay intimate and stay small in feeling. That’s how we came up with that solo violin, the acoustic guitar, the piano, and the Native American flute which are really the foundations of this score.

Q: Would you describe how you brought the score to a conclusive resolution with the final cue, “The Journey Ends,” bringing the journey of Rose, and our own, to a bittersweet resolve?

Brian Ralston:  We had used piano in the score sparingly throughout, kind of, for lack of a better term, in a Thomas Newman style, very open chorded and surfacing with little tidbits of piano throughout. There’s a scene in the film where Rose passes, and we didn’t score that scene at all. Rod really felt the sound of nature and what was surrounding her in life really served as the “score” for that. It’s not until after that scene that music comes in, and at that point we really wanted something different. We wanted something foreign to what we’ve been hearing to come in and play her theme, but we definitely wanted it to feel changed from before, because now she’s no longer there. Something has happened and something has changed. So by doing that, which is the first time the piano has really played the theme in the entire score, it really feels like we’ve now turned a new chapter and we’re hearing her theme again but we’re hearing it at the end of the score on a new instrument that we’ve never heard play it before. And just being the solo piano makes it a very column piece.

Q: The film has a remarkable cast.  How did their performances, as you were watching the film and developing the score, affect how you treated their characters in the score?

Brian Ralston:  Absolutely. James Brolin has worked with Rod McCall before on a couple films, but Rod hasn’t worked with Cybill before. But I can tell you this is one of her strongest performances I’ve ever seen her do. She’s done a lot of films, she’s done a lot of TV, but coming back and doing this feature-length theatrical motion picture, she kind of knocked it out of the park. I really felt like the strength of her performance and the strength of the character she portrayed really helped me to hone in on what the music needed to be behind her, especially with that strong theme. I want people to hear this theme and remember that it is from ROSE, and I think her character is strong enough to behind to associate these things together.

Q: Do you know when the film is coming out?

Brian Ralston:  We just finished post about a month ago (= May 2017).  It’s an independently financed and made film, and as the case is with a lot of these films they have to find their way. What I last knew about it was that they were going to do a film festival run of some kind, and then through that process find a distributor and then probably have a commercial release sometime later in 2018. [LATE News: Brian reported on his Facebook Page that ROSE will have its world festival premiere at the Lone Star Film Festival in Fort Worth Texas on Thursday Nov. 9th, 2017 as the festival’s the opening night feature. In addition, ROSE star Cybill Shepherd will be honored with the inaugural Bill Paxton Achievement in Film Award for Acting. (Bill started the festival 12 years ago in his home town.)]

PLANET OF THE SHARKS: In the near future, glacial melting has covered 98% of earth’s landmass. Sharks have flourished and now dominate the planet, operating as one massive school led by a mutated alpha shark.

Q: Now, from the sublime to the ridiculous – although I must confess my guilty pleasure of watching all too many of these sharksploitation movies - you and Kays Al-Atrakchi have scored PLANET OF THE SHARKS, your second film for The Asylum since 2011’s “mockbuster” BATTLE OF LOS ANGELES

Brian Ralston:  It’s the same director, Mark Atkins, on PLANET OF THE SHARKS. He’s the son of a famous cinematographer, actually, and he’s a cinematographer himself, he shoots all of his own movies. He has been doing a lot of these films for The Asylum that are SyFy Channel-bound films. We worked with him on BATTLE OF LOS ANGELES, and we worked with him again on a film called AWAKEN with Darryl Hannah and Vinnie Jones. When a Mark Atkins movie comes to us, Kays and I have been doing them together. And so we got this PLANET OF THE SHARKS movie, which was going to play in the days leading up to Shark Week last year, and SHARKNADO is like the big film that they’ve been doing at the end of that every year. And so this was one of the other films, and it ended up being the second-highest rated shark movie behind the SHARKNADO films that SyFy’s ever had.

Listen to “Suite” from PLANET OF THE SHARKS on Soundcloud:

Q: Opening the score, you begin with a huge theme with a wonderful samples choir, which really sets the idea of this post-“watercopalypse” Earth, where everything has melted and the surface of the Earth is almost entirely flooded. When you both began scoring the film how did you come up with giving the right kind of musical voice you felt it needed?

Brian Ralston:  Mark gave us a lot of freedom on this – part of that I think is just the nature of post-production being pretty quick on these films - we had about two weeks to do the score. But he wanted it big, he wanted a big, apocalyptic choir. He told us “This is WATER WORLD meets PLANET OF THE APES meets JAWS!” He said “this needs to feel big and apocalyptic,” and when I think that I think “okay, now I’m adding choir to my orchestra.” So the opening shot – we only had schematics of what it would look like, I never saw the final until after we turned in the music, actually… We had these underwater still shots, basically showing the Statue of Liberty underneath the ocean, submerged, and the camera would pan up from the floor of the ocean, up the Statue of Liberty, and then you would see the ocean’s surface from under the water, and that’s all we knew it was going to be, and I just felt like it needed to be big. I wanted a big theme because I knew there were a couple scenes later in the film where we needed to bring that back a couple of times. And so that theme is used again later when there’s this huge tidal wave caused by an underwater nuclear explosion, and we brought that opening theme back again for that section.

Q: How did use other themes throughout the score to enhance characterization, signify the danger of the sharks, and so on?

Brian Ralston:  I really wanted to stamp the sharks with a very specific instrument. I had an instrument laying around for a couple of years that I bought for a project that ended up not getting used, and it’s called a slaperoo. It’s a very unique percussive instrument; you basically take a square aluminum pole, you take a one-inch metal shipping bang, and you tension-string it over the length of that pole, it stands about 6’ tall, and then you put a guitar pick-up at the bottom. And you can plug that it and you slap the metal band like you’re playing a hand drum, but you’re kind of holding it like a cello, and that slapping of the metal, picked up by the guitar-pick, running through amps and distortion effects and whatever, created a very metallic yet percussive sound. So, to me I needed something unique to stamp the sharks with and this is something I came up with using the slaperoo that I could put some echo and delay and slap it with sticks, slap it with my hand, slap it with the metal ring on my finger, all these things would create different unique sounds, so whenever you would hear that so und you know the sharks are near, you know the sharks are coming. That, in a way, comparing let’s say to JAWS, that took the place of the two-note piano riff.  We just used that and started building off of it – a lot of our drums in the score are very tribal, and because, again, with that WATER WORLD feel, if you look at the movie itself everybody’s living on flotillas now and everything is made out of scraps of clothing and [wood] cloth, and it has a very post-apocalyptic look to it. So I felt the drums really needed to be tribal and needed to be made out of anything that we could think of – not standard orchestra drums. Once we had the sound of the sharks we knew the direction we could go with that score. I think this score became a little bit more electronic in certain ways because that shark sound had a very electrical feel to it.
We added a lot of synth sounds to the orchestra as well, and I think a lot of that came out of how we were processing that shark sounds – “well, this works well with that.”

Watch a video showing Brian using the slaperoo and describing how it worked (starts around 6:30)

Q: Aside from the slaperoo are there any other live-played instruments or is it mainly a digital orchestra you’re working with?

Brian Ralston: Outside of the slaperoo, PLANET OF THE SHARKS is one-hundred percent sampled.  The slaperoo was played live, although it’s running through an awful lot of electronic distortion and rigs and amps and everything else. That’s just the nature of the budget on these Asylum/SyFy movies. They want it big, but the budget doesn’t support that.

Q: And yet with the quality of today’s samples you’re still able to create a fairly authentic sounding, to a degree, orchestral sound that works sufficiently well in a film like this.

Brian Ralston:  Samples are hard to work with in that they’re not human. There’s something a human player can give to the performance of those notes that the computer just can’t do. The computer’s only going to be as good as I can program it to be. Having said that, the sample orchestra and the tools we can use to manipulate that are getting a lot better. On a regular Hollywood film that sample orchestra is the demo!  And then they go a spend a million dollars to record it with a huge orchestra, and it takes on yet another level. But in this case with the SyFy Chanel, that sample demo has to be the end product, so mixing it and really getting it to sound great is a chore, but it’s getting better. It’s getting to where we can finally express some emotion, I think, to digital orchestra.

Q: We’d talked earlier about your trying to get a soundtrack album of this score, and apparently there were some problems with that. Can you discuss that a bit now?

Brian Ralston: I would love to have PLANET OF THE SHARKS out there as a soundtrack. We found a soundtrack label that really wanted to do it, and they went to The Asylum, and The Asylum has a new deal now with BMG – BMG manages the publishing and the licensing and the ownership of all The Asylum’s music now. So then we got referred over to BMG and BMG is just not interested. We asked them, and said, “we don’t want you to spend money doing this, we have a label that will actually license it from you and they will spend the money doing it, you just have to sit back and say ‘yes’ and collect a little bit of money. It’s not going to make a lot, but just to have it out there event for the archival nature of having it out there and releases.” And BMG just wasn’t interested. And so, it’s the kind of thing where, I know Kays and I are really proud of what we did for that film, but because we don’t own it, we don’t have the power to just release it, and if The Asylum’s not willing to step in and say they want it out there, like they have done with their SHARKNADO movies, and if BMG’s not willing to do what I think is to their primary job of licensing this music and getting it out there, then we’re kind of at a dead end. It’s one of those things where we would love to have it, but the powers-that-be that control it don’t want it out there, for whatever reason, even when we’re not asking them to send money. Just the hassle of having a lawyer look at the deal is more than they want to spend – even though we have a label willing to come in and put money to it. So at that point it becomes a non-starter, and we spend many months, especially during that window when PLANET OF THE SHARKS was airing on SyFy regularly, we’d say that this is the time to it now, it’s about to get released in Japan, we can tie this in with that, and they just said “stop asking us.”  

Q: Are you able to at least put some tracks up on your website or Soundcloud or youtube so people can hear some of the score on its own?

Brian Ralston:  My deal with them is that, for demo purposes, I can have things on my web site. On my SoundCloud I have a little suite of themes, so people can listen to some of the music. 

Q: What about ROSE, any possibilities of a soundtrack of that score?

Brian Ralston:  I would love to have a soundtrack of ROSE, and I do not see anything standing in the way of that. I think right now it’s just trying to find the most opportune time when the movie has a commercial release. And since we don’t yet know when that’s going to be, although I gather that will be sometime next year, the most opportune time to get that released would be to piggy-bag on the PR associated with the release of that film. We recorded the score in Los Angeles with union/AFM musicians, Belinda Broughton is on violin, Andrew Synowiec was on guitar, I played piano, my friend Dean Ogden was on drum-set, Chris Bleth did all the Native American winds for us, so the soloists that we have on it are top soloists. I think the public would welcome having an album out there with Belinda and Andrew and Chris Bleth playing - I think and their performances are amazing.  So, fingers crossed that will happen.

Q: So what’s next up for you in scoring projects?

Brian Ralston: I have a documentary film that I’ve been approached to do; it’s not yet finished being edited, but it’s a documentary about a martial arts star and the family. The director has already discussed that she wants live orchestra, and because it’s a documentary a lot of her money is in really post-production, and she knows that. I have not done a documentary yet so I am looking very much forward to that, so that’s probably the closest thing that’s on my radar right now. 

For more information on the composer and music samples, see:

For information on Kays Al-Atrakchi, see:


Randall D. Larson was for many years senior editor for Soundtrack Magazine, publisher of CinemaScore: The Film Music Journal, and a film music columnist for Cinefantastique magazine.  A specialist on horror film music, he is the author of Musique Fantastique: A Survey of Film Music in the Fantastic Cinema and Music From the House of Hammer.  He has written liner notes for more than 120 soundtrack CDs for such labels as La-La Land, FSM, Perseverance, Silva Screen, Harkit, Quartet, and BSX Records.  A largely re-written and expanded Second Edition of Musique Fantastique is being published: the first of this four-book series is now available.  See:

Randall can be contacted at