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Compositions: Films

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The Film

Release date: December 20, 1967
Studio: Mirisch Corporation/United Artists
Running time: 102 minutes
Director: Delbert Mann
Cast: Dick Van Dyke, Barbara Feldon, John McGiver, Edith Evans, Harry Townes, John Fielder, Norman Fell, Cecil Kellaway, Stephen Strimpell, Anne Seymour, Helen Kleeb, Nelson Reed, Albert Carrier, Paul Olmsted, Dennis Cooney, Noam Pitlik, Antony Eustrel, Sam Waterston, Karen Norris, Patience Cleveland, Lew Brown, Monroe Arnold, Bob Williams, Laurence Naismith.
Technical information: Panavision, DeLuxe color

Based on Poyntz Tyler's novel A Garden of Cucumbers, Fitzwilly recounts the adventures of a butler named Claude Fitzwilliam (Van Dyke), known to all as Fitzwilly. His employer, Victoria Woodworth (Evans), has no money, even though she (and all of New York City) think she is worth a fortune. Fitzwilly and his fellow servants engage in all sorts of illegal and semi-legal moneymaking pursuits to support her lifestyle and her donations to charitable causes.

Complications ensue when Miss Vicki hires a young secretary, Juliet Nowell (Feldon). Fitzwilly tries to get her out of the picture by initiating a romance but this backfires and she ends up learning of his criminal pursuits as well as falling in love with him. Fitzwilly then hatches a scheme for one final robbery: the cash receipts at Gimbel's department store on Christmas Eve.

Although Van Dyke is charming as usual and the supporting cast is excellent, Fitzwilly is at best amusing; the film's primary liability is the peremptory handling of the obligatory romance. Only during the introductory scenes and the final caper sequence does the film really hit its stride.

Variety called Fitzwilly "an okay, but sluggish comedy" that "draws smiles, not laughs."


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The Music

Music by: Johnny Williams
Song: "Make Me Rainbows," Music by Johnny Williams, Lyrics by Marilyn and Alan Bergman
Music Editor: Richard Carruth

Williams approached this score in much the same manner (both in form and style) as he did How to Steal A Million not surprisingly since Fitzwilly is something of a poor cousin to that earlier caper film. There are two principal pieces of thematic material in Williams' score: an English-flavored march for Fitzwilly's theme and the song "Make Me Rainbows" (the composer's first screen collaboration with Alan & Marilyn Bergman), which serves as a love theme. It is interesting to note that although the film takes place at Christmas time (and an important plot point involves the hectic situation in a department store on Christmas Eve) there is no holiday-style music in the film at all, save for snatches of some Christmas carols sung by the actors; it would be two decades before Williams had another opportunity to write Christmas music for a film (in Home Alone).

The Fitzwilly theme is used throughout the score, and the composer puts it through all sorts of Prokofiev-like variations. "Make Me Rainbows" at least in the incarnation heard in the film is a product of its time, a sort of syrupy, lounge-styled love song with rather silly lyrics; the pop chorus version featured on the soundtrack album and in the film does not age well. Yet it is not a bad song, and Williams excels at treating it to various orchestral guises in the underscore.

A decade later, Williams would recall that the film "was originally called The Garden of Cucumbers. I wrote a good piece in it, a tuba solo written for a raid of Macy's [sic] by some elegant thieves, and every time a purse is snatched there is a woodwind run." This synopsis is a bit oversimplified, as we shall see below.

The D-major Overture gets the film off to a rousing start. After a brief introduction, a solo trumpet intones the Fitzwilly theme with an Alberti bass accompaniment on harpsichord. The melody is repeated with the addition of an oom-pah tuba accompaniment. The horn section and woodwinds introduce the second subject, a downward chromatic figure; this is followed by a repeat of the Fitzwilly theme. A third subject based on a four note motive (Bb-Eb-F-G aka "How Dry I Am") is then introduced in Eb major ; it is repeated with wrong-note harmonization. The third subject is heard yet again, this time with the second subject in counterpoint in the woodwinds. The horns bring back the Fitzwilly theme in D major, accompanied by woodwind runs. The trumpets lead a repeat of the theme and the overture proper concludes with bits of the theme broken apart in disparate keys and an extended woodwind run. While the various sections of the overture roughly correspond to distinct scenes of Fitzwilly inspecting the Woodworth household, these transitions are for the most part not timed exactly. The final woodwind run, however, lands on the closing of the front door, as Fitzwilly addresses the camera directly; warm string chords underscore his spoken dialogue. Horns reprise the Fitzwilly theme as the producer and director credits appear on screen. An accented string motive is then introduced (a harpsichord is added when we first glimpse Miss Woodworth) and the cue concludes quietly with a woodwind version of this motive. The Overture is heard in its entirety on the soundtrack album.

One of the standout sequences in the film (and one of Williams' showpiece cues) occurs as Fitzwilly goes about his Theft of items from various department stores. The cue opens with a horn fanfare, then bits of the Fitzwilly theme are broken apart and distributed among various woodwinds over a slow, march-like ostinato in the bass. A more urgent string figure (soon repeated by horns) is added to the mix as servants disguised as shipping clerks go about re-routing the merchandise. The cue seems to conclude with a restatement of the main theme, but segues to the next as Fitzwilly embarks upon More Theft in a gourmet shop. Piccolo and trombone state the Fitzwilly theme once more with prominent tuba accompaniment. As the workmen unload the merchandise from a delivery van at an intermediate location, the tuba takes up a concertante role. Horns repeat the Fitzwilly theme over snarling trombones and tuba as the van leaves and another truck arrives. The solo tuba returns with more pyrotechnics while the goods are removed from the house and reloaded. The Fitzwilly theme returns yet again to accompany the servants' journey home, and the cue comes to a quiet, playful close, but the tuba gets the final word with a low trill. "More Theft" is heard in its entirety on the soundtrack album.

When Fitzwilly hires on Juliet as The Secretary against his better judgment, there is no hint of the love theme, merely quiet flutes and muted trombones featuring bits of the Fitzwilly theme. There is more quietly comic music for a scene at St. Dismas' Thrift Shop; the end of this cue features an electric organ, which will be associated with Albert (the first footman and a retired minister) throughout the score. "Make Me Rainbows" is first heard on solo horn at the beginning of Juliet's First Day; an interlude with Albert brings back the comical trombones and organ from the previous cue. A full statement of the love theme by solo flute over lush strings follows. As Fitzwilly is Making Arrangements to steal a piano we hear more snatches of the main theme. At the Steinway showroom, Fitzwilly plays classical and boogie-woogie tunes on the piano. None of these cues are included on the LP.

The Xerox Crisis begins with a furious scherzo containing hints of the Fitzwilly theme as the title character races upstairs to avert a mishap. After a quiet interlude, the cue concludes with a lush statement of the love theme and playful woodwind references to the song's opening phrase. A slightly shorter version is included on the soundtrack album. A scene depicting the activities of the servants' organization Serenity Through the Word is underscored with an solemn organ hymn. When Albert is Discovered by Juliet recovering one of Miss Vicki's charitable donations, various woodwind motives underscore the return of the check to a visitor. A solemn organ adorned with woodwind trills accompanies Albert's tale of his life of crime; the cue concludes with a comical electric organ figure. Still more theft at The Sportsman's Show features variants of the main theme. Accommodators and Footmen is an atmospheric cue, with various woodwind figures as Fitzwilly attempts to distract Juliet from goings-on in the household.

Williams provided a laid-back lounge music tune as source music for the hotel bar where Fitzwilly demonstrates the Samson and Delilah bit to Oliver, the chauffeur. In the film mix, the amplified string bass is about the only thing audible; the cue is heard in its entirety on the soundtrack album. The first presentation of the A section features flute and flugelhorn; lyrical strings state the B section. The A section is recapitulated by flugelhorn, this time with cocktail piano adornments. Horns and woodwinds take up the B theme, then a tutti presentation of the A section leads to a quiet close.

As Fitzwilly and Juliet embark upon their date we hear a straightforward presentation of Make Me Rainbows, beginning with a choral vocal rendition of the verse, then continuing with an instrumental version as they enter the restaurant. Although the music functions as underscore, it could also be source music, but changes back to commentative music at the moment when they first kiss, concluding with variations of the love theme. While both choral and instrumental versions of "Make Me Rainbows" can be heard on the soundtrack album, the scoring of this is more laid back than those incarnations. (At this point it should be noted that there is also a track entitled Fitzwilly's Date on the soundtrack album which does not appear in the film. Presumably, it was meant as source music for the restaurant scene, but replaced by an instrumental version of "Make Me Rainbows". A Latin-flavored lounge music tune, it begins with a saxophone tune over guitar and harp figures. String chords accompany a repeat of the A section, then the violins with piano and rhythm accompaniment introduce the B section. A semi-improvised alto sax solo follows, then the strings take up the B theme again with sax adornments.) The date concludes with a Goodbye Kiss, featuring further variants of the love theme.

Williams approaches Juliet's Discovery absolutely straight-faced (just as he treated similar scenes in How to Steal a Million) this could just as easily be a cue from an Indiana Jones film, with the eerie string harmonics, English horn solo and exotic percussion which begin the cue. Flutes and bassoons play non-melodic figures in extreme ranges and an electric organ indicates the involvement of Albert. Softer string chords are introduced as Juliet interrogates him and the cue concludes with another organ motive as Albert gives in. Interestingly, a slightly different version of this cue appears on the soundtrack album: the piano and percussion figures are echoplexed and Albert's organ is replaced by a harpsichord!

Lefty Louie's Love Life begins with a sequential, scale-based woodwind figure, followed by a warm, very slow string presentation of "Make Me Rainbows" with piano accompaniment. The opening figure is then repeated as Fitzwilly and Juliet realize that Miss Vicki has given away another $50,000, we hear strings trills followed by downward trombone and string portamenti. While this cue is heard on the soundtrack album, the last section is replaced with an even more romantic presentation of the love theme; it closes with woodwinds variations of the theme taken from the "Goodbye Kiss" cue. Fitzwilly's Plan is a vaguely comical, mostly atmospheric cue, while Eavesdropper is a playful variation of the love theme.

The final set-piece, a department store robbery on Christmas Eve, is left largely unscored. Although a plot point calls for some youngsters to sing Christmas carols, there no other source music is heard. The first, brief cue (Albert in Position) is merely an organ cadence.

On the soundtrack album, The Gimbel's Robbery is a continuous cue nearly four minutes in length. In the film, it is broken up into two segments. Only about 20 seconds of the first half is used in the film (as Fitzwilly dons a disguise), but on the album Williams develops the two simple motives in a pastiche-Classical style, leading to the second half of the cue, a march based on the Fitzwilly theme. (Perhaps the omitted music was meant for a cut scene or the filmmakers felt the segment played better without music.) The second half of the cue underscores Fitzwilly's disposal of the loot.

The Finale features quietly playful music and quotes of both the principal themes and a choral version of "Make Me Rainbows" plays over the end titles. This cue is heard on the LP as "End Titles", but the song at the end is replaced, by a different, shorter coda with a prominent tuba.

While some of the source cues don't age well, all in all Williams' score (both in the film and on the LP) is a delight, a fitting conclusion to his comedy period of the mid-'60s as well as foreshadowing elements of his more ambitious scores from the next decade. Williams would go on to score two more films for director Delbert Mann, the television films Heidi and Jane Eyre, resulting in two of the composer's finest efforts.

Variety remarked that "Johnny Williams' score, and the Alan and Marilyn Bergman song, are bright spots."


A soundtrack LP (United Artists UAS 5173) was issued at the time of film's release. In addition to the two source cues mentioned above ("Samson and Delilah" and "Fitzwilly's Date," the latter of which was not used in the film), the album also contained vocal and up-tempo instrumental versions of "Make Me Rainbows" (different incarnation were heard in the film) and a fair representation of the orchestral score. (A few of these cues were edited for the album, while "The Gimbel's Robbery" is actually longer than the version heard in the film.) The LP is sequenced rather awkwardly, with the Overture (the film's main title) near the end of the first side, immediately following the climactic robbery cue! The album was reissued on LP in 1980 by MCA Classics (MCA-25098).

A number of singers have recorded renditions of "Make Me Rainbows", making it perhaps Williams most often-covered song. These include: Vic Damone (The Damone Type of Thing, RCA LSP-3916), Michael Dees (Talk to Me Baby, Capitol ST 104), Nancy Wilson (Easy, Capitol ST 2909), and an instrumental version by Ferrante and Teicher (Love is a Rainbow, Sunset 5313). However, the most outstanding version of the song was recorded live on July 12, 1979 at the Montreux Jazz Festival by none other than Ella Fitzgerald and the Count Basie Orchestra; this performance can be found on the CD A Perfect Match (Pablo 2312-110-2).


In 1996 Fitzwilly was finally issued on home video (MGM 205681 purchase), albeit in a pan-and-scan version and on VHS only (it is currently out of print). From time to time a beautiful letterboxed transfer is screened on Turner Classic Movies (including December 22, 2005). 

Sheet Music

A piano/vocal versions of the song "Make Me Rainbows" can be found in The John Williams Anthology.


The Film | The Music
Audio | Video | Sheet Music
References | Links

A Garden of Cucumbers, Poyntz Tyler
New York: Random House, 1960

"Movie Call Sheet," Betty Martin
Los Angeles Times, March 10 1967, E16

"Film Reviews: Fitzwilly," A.D. Murphy
Variety, December 20 1967

"Screen: Fitzwilly," A. H. Weiler
New York Times, December 21 1967, 45:1

"Where is John Williams coming from?" Richard Dyer
Boston Globe, Jun 29 1980, MAG


The Film | The Music
Audio | Video | Sheet Music
References | Links

Internet Movie Database entry for Fitzwilly

Turner Classic Movies Database entry for Fitzwilly

Cinebooks Database entry for Fitzwilly

All Movie Guide entry for Fitzwilly

Page last modified
June 05, 2006
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