The Alternate “Midnight Cowboy” Soundtrack: Blowin’ Minds in ’69!

By on April 16, 2015

John Schlesinger’s Oscar-winning classic from 1969, Midnight Cowboy, starring Dustin Hoffman as Enrico “Ratso” Rizzo and Jon Voight as Joe Buck, was the only X-rated movie to ever win an Academy Award for Best Picture.

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In fact — besides Stanley Kubrick’s A Clockwork Orange, which came out a few years later in 1971 — it’s the only other X-rated film even nominated for Best Picture. Midnight Cowboy was later reduced to an R, but you can just imagine how this film was blowing everyone’s minds when it was released to theaters in May of 1969.

Schlesinger’s direction is in top-form in this very Times Square-centric flick, with all kinds of visually arresting and interesting stuff to look at, whether it’s color-turning-black & white, smash cuts or rapid-fire cutting, trippy dream sequences or distorted wide-angle shots, flash-forwards or crudely-inserted flashbacks from Joe’s childhood, all of it accompanied by crackling, memorable dialogue and weird sound effects…you name it. The film’s soundtrack is particularly memorable, too, and features a very carefully-blended mix of styles and genres.

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We thought we’d look a little deeper at the soundtrack, as well as some of the songs that were considered but didn’t make the cut.

If you’ve seen the movie (based on James Leo Herlihy’s 1965 novel of the same name) or at least heard the soundtrack, you’ll no doubt remember John Barry’s wistful incidental score, which is primarily highlighted by Belgian jazz virtuoso Toots Thielemans’ chromatic harmonica themes. There were five instrumental pieces on the soundtrack LP, and even more in the movie, including “Fun City,” “Science Fiction,” “Joe Buck Rides Again,” the sublime “Midnight Cowboy” (for which Barry later received a Grammy award for Best Instrumental Theme), and “Florida Fantasy,” with its odd calypso beat; it was later used as the theme to the BBC’s Wildtrack TV show.

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Originally, Barry — who was acting as the film’s music supervisor as well as the composer of the movie’s theme and incidental music — commissioned none other than Bob Dylan to write a song specifically for the movie. The song Dylan began working on would later become “Lay Lady Lay.”

Unfortunately, his song wasn’t finished in time for Barry to use it in the movie. ”Lay Lady Lay” was, of course, subsequently released by Columbia Records in 1969, the single charting at #7 on Billboard‘s Top 40 charts, and it was featured on Dylan’s Nashville Skyline album.

To give you some kind of idea how the soundtrack might have sounded with “Lay Lady Lady” as the central theme, have a listen to this instrumental version of by Ferrante & Teicher, recorded for United Artists Records in 1971.

And here’s a really interesting track with producer Bob Harris’s commentary – apparently he was trying to sell a rare Dylan tape he owned at one time (perhaps this was the master tape that Dylan was recording for John Barry?):

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Barry, then, had to find a new song and so, through drummer/percussionist and music producer Toxey French (sometimes spelled “Toxie”), he ended up contacting producer Curt Boettcher, who was at the time working with a band called The Millennium.

French had previously worked with Boettcher on various recording projects including the 1966 Your Gang instrumental LP for Mercury Records. Curt Boettcher had cut that record during the period between his work on albums by the Association and Tommy Roe. Boettcher had always worked with a lot of studio musicians in L.A. — the so-called Our Productions House Band (or sometimes “Your Gang”) — including guitarists Mike Deasy and Ben Benay, bassist Jerry Scheff, and vocalist Lee Mallory. They would all occasionally leave the studio behind to gig around L.A. as The Lee Mallory Group.

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Mallory was also a part-time contributor to Warner Bros. Records band The Ballroom who would go on to work with Curt and Gary Usher on the classic Sagittarius Present Tense album, while Benay, Scheff and French formed their own band Goldenrod, who released an album in 1967. The Goldenrod eventually transformed into The Millennium, in 1967, and got a development deal with Columbia Records to make a grand-scale, conceptual, experimental pop project. Benay and French chose to pursue their careers as session musicians instead, but kept in touch with Boettcher.

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It’s been said that Boettcher ran up the largest bill ever for Columbia producing the Millennium’s only album, Begin, which was only the second album to use the new 16-track recording technology, and Boettcher spent a year meticulously working on it. Begin would turn out to be the only album the Millennium would ever release, mostly due to poor sales, but Columbia ended up with tons of Millennium material, most of it remaining unreleased for years (most of it has since been released in the past decade on Poptones, Sundazed, Dreamsville, Sonic Past and many other labels).

According to Joey Stec, the studio group’s guitarist, here’s how they ended up recording the tune “I Just Don’t Know How To Say Goodbye” that was under consideration for the Midnight Cowboy soundtrack [this comes from the liner notes to Sonic Past’s release of The Millennium comp called Pieces]:

“Toxey French called up and said they’d recorded a song by The Groop, called “I Just Don’t Know How to Say Goodbye.”

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According to Stec, the producers wanted Boettcher and his group of studio musos to record it as well, so they did a two-minute demo of the song, featuring Sandy Salisbury on vocals and backing by Stec on bass, guitarist Michael Fennelly [who fronted his own band Crabby Appleton a little later] and a few other members of the Millennium, adding Red Rhodes on pedal steel guitar.

Joe Foster, the co-founder of 90′s UK label Creation Records, the former head of the Poptones’ UK label’s reissue division and currently the label honcho overseeing his own Rev-Ola label imprint, once described the track in question this way: “[This] brilliant slice of horn-led pop that was seemingly created in the Pet Sounds Laboratory was originally written for the inclusion in the Midnight Cowboy soundtrack, but bizarrely lost it in favour of more songs by the Groop (a proto-Stereolab that played on whilst the Warhol entourage danced). “I Just Don’t Know How To Say Goodbye’” is a beautiful peon to the Californian sunshine pop.

The song never appeared on the Midnight Cowboy film soundtrack, however, because according to Joey Stec, a “disagreement sprung up between the film people and the group’s publisher, and the film people ended up using Harry Nilsson’s ‘Everybody’s Talkin”, a song akin in mood and sound, with a very similar melody.”

We reached out to The Millennium’s Sandy Salisbury, who recalls that “the Four Star Music Company, led then by Dave Burgess, held out for one more point in royalty in order to allow this song to be used in Midnight Cowboy. So the film producers went elsewhere. That one fussy bit of monetary disagreement was VERY short-sighted on Four Star’s part. But that was the way it was done. Money, money, money. Today the world is flat, as they say, and young songwriters have vast power at their fingertips. A computer and a video camera, two simple, inexpensive tools, give an artist immense control over their own destiny. Looking back, it would have been amazing to have had ‘I Just Don’t Know How to Say Goodbye’ as part of the Midnight Cowboy production. No question about that! But I don’t look back with anything but gratitude for all that came my way in the music industry. There are riches far, far greater than a few coins and a bit of fame. Just making music with a bunch of talented good-guys is one of them.”

Salisbury adds, about “Everybody’s Talkin’”: ”Nilsson’s song is an amazing piece, and I’m pleased to have been thought of in the same breath.”

Now on to how Nilsson’s song was chosen: John Barry asked Harry Nilsson to write a brand new song for the movie, something similar to his previously-recorded track “Everybody’s Talkin,” which had been written by Greenwich Village folk singer-songwriter Fred Neil, and released as a Nilsson single in 1968, Nilsson wrote a song called “I Guess The Lord Must Be In New York City” (later released on Nilsson’s album Harry) — but after comparing the two, Schlesinger apparently decided he’d rather use Nilsson’s version of “Everybody’s Talkin’” anyway — incidentally, the 1968-released 45 had been pulled from the market, but when it was released a year later, as a lead-off single from the Midnight Cowboy soundtrack, the song proved to be a huge hit, reaching #6 on Billboard‘s Hot 100 and earning Nilsson a Grammy award as well, for Best Male Pop vocals, in 1970.

“I Guess The Lord Must Be In New York City” is perhaps lyrically a little more pertinent to the movie, and it did pretty well, chart-wise, ended up at #34 on Billboard‘s Top 40 charts in 1969.

I say goodbye to all my sorrows
And by tomorrow I’ll be on my way
I guess the Lord must be in New York City

I’m so tired of getting nowhere
Seein’ my prayers going unanswered
I guess the Lord must be in New York City

Well here I am Lord
Knocking on your back door
Ain’t it wonderful to be
Where I’ve always wanted to be
For the first time I’ll be free
In New York City

“I Guess The Lord Must Be In New York City” ended up having quite an interesting influence on a variety of musicians and artists over the years, despite its not being used in the film. First, the Hudson Brothers (who were, at the time, called The New Yorkers), recorded the song, which they then presented to Decca Records in order to get themselves a recording contract. The song was released as a single (Decca 32569) in 1969. A few years later, Nilsson’s own version was used in the Sophia Loren movie La Mortadella, which was subsequently released in the US in 1971 as Lady Liberty.

Boettcher and Gary Usher’s studio group Sagitturius also recorded a version of “I Guess The Lord Music Be In New York City,” which according to Foster’s Poptones label screed for the release of The Big Blue Marble was a “moog-string-laden-clap-a-thon.”

Then, a snippet of Nilsson’s own version “I Guess the Lord Must Be in New York City” turned up in the film You’ve Got Mail (1998), and Sinead O’Connor recorded the song for the movie as well. Ron Sexsmith also paid tribute to Nilsson with his version of the song, which was released on National Public Radio’s NPR Studio Cuts on the NPR Classics label in September 2000.

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Meanwhile, Fred Neil — a masterful songwriter/folk singer with a unique voice who never quite achieved the kind of success he deserved — watched others from the Cambridge and Greenwich Village folks scenes pass him by. He released just three proper albums of his own in a four-year career. By the early 70’s he had dropped out of the music industry altogether to live out his life in seclusion, swimming with dolphins down in South Florida, where he passed away in 2001. He’s still best known as the writer of Harry Nilsson’s cover of “Everybody’s Talkin’,” but his own version of the song is a delight.

What’s great about the Midnight Cowboy soundtrack album is that, in addition to Barry’s film music, and “Everybody’s Talkin’,” there also a mix of great late 60′s soft rock and some skronky jazz-rock too. In other words, something for everybody.

One of the few vocal tracks on Midnight Cowboy includes the very funky and soulful “He Quit Me,” performed by Leslie Miller. The track was written by a then-unknown songwriter named Warren Zevon (his original title is actually “She Quit Me”). It’s a great little song, a propulsive little R&B number. Toxey French had also been working with Warren Zevon and others in 1969, which may also have had something to do with Zevon’s song appearing on the album.

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And then there’s the Groop, who contributed a couple of songs to the soundtrack and who are still kind of mysterious. First of all, there were several groups called The Groop, including a band from Australia. The Groop we are concerned with, however, were an L.A. vocal quartet featuring the very talented vocalist Aileen Thomas. Thomas had previously been in a high-school folk trio, the Cloverlies, who once opened for The Lettermen, and that might have been her only singing experience until she joined this vocal ensemble, who were recording for Bell Records at the time. Thomas, incidentally, is married to Elkin Thomas, who had been one-half of a folk-rock duo with TV game show host Chuck Woolery called the Avant-Garde, who recorded for Columbia Records and are best remembered for their hit song, “Naturally Stoned.”

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The Groop’s two songs, both included on the soundtrack LP and written by Jeffrey Comanor, were “Tears And Joys,” and “A Famous Myth,” which has always sounded like one of those lush numbers from an early 60′s Mancini-composed soundtrack album, and so its appearance on the Midnight Cowboy soundtrack at the end of the sixties makes the track seem a little outdated, but we think that’s one of it’s charms. The Groop put out a very rare album (in 1970), which has never come out on CD, and it’s very Fifth Dimension-ish. They had a minor hit with “The Jet Song (When The Weekend’s Over).”

Another song we should mention here that was inspired by the Midnight Cowboy soundtrack — but was completed too late to be considered for (and included in) the film — is Evie Sands’ “Crazy Annie,” which just happens to be about Joe Buck’s hometown girlfriend Annie (she only appears in the film in his daydreams and nightmares, including a particularly harrowing one where the two of them are gang-raped by local thugs and she gets carted off to a mental institution).

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“Crazy Annie” did get released on Evie’s Any Way That You Want Me album, which just happened to have been produced by none other than Chip Taylor, who not only penned a rock ‘n’ roll classic called “Wild Thing,” which was recorded by the Troggs, Jimi Hendrix and many more, but he was also the brother of Jon Voight, who, of course, was Joe Buck in Midnight Cowboy.

Another band on the movie soundtrack was Elephant’s Memory, who specialized in an eclectic Frank Zappa-like mix of psychedelia, jazz, and acid-tinged rock, and they delivered a truly bizarre stage show complete with inflatable stage sets. They are mostly known for briefly serving as John Lennon’s backup band during 1972, on a pair of John & Yoko albums and appearing with them on a handful of their TV and live concerts.

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Elephant’s Memory was formed in 1967 by drummer Rick Frank and saxophonist/clarinetist Stan Bronstein, who reportedly met on the New York City strip-joint circuit. In 1968, Carly Simon briefly passed through the lineup on the way to her solo career, and their first studio album, Elephant’s Memory, was released in 1969 on Buddah Records (they also released a 1972 album on Apple, produced by John and Yoko and confusingly, it was also titled Elephant’s Memory). Elephant’s Memory are also featured in the 1983 documentary Hell’s Angels Forever, in which they appear (along with the Jerry Garcia Band) at the Hell’s Angels’ Pirates Party held on the SS Bay Belle on September 5, 1973.

Elephant’s Memory contributed two memorable songs to Midnight Cowboy, both of which were definitely not soft rock: the acid-blues rocker “Jungle Gym At The Zoo” and “Old Man Willow,” which is over seven minutes of jam-tastic organ, space-rock guitars, clarinet, free jazz sax, and heavy crashing cymbals, all of it surrounding echoing female vocals. It’s used during the psychedelic Warhol-esque party, thrown by Hansel and Gretel Mac Albertson (“Flesh and blood and smoke will be served after midnight” says the flyer Joe Buck is handed) where Joe gets high and meets Brenda Vaccarro’s character Shirley, and Ratso steals all the salami from the food table.

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The party style and decor, by the way, was heavily influenced by Andy Warhol’s own psychedelic events, and there’s a glimmer of the Electric Circus in the set design. If that wasn’t enough, Warhol acolytes Viva, Ondine and Ultra Violet all make brief appearances.

The Midnight Cowboy soundtrack charted on Billboard’s pop album charts at #19 in late 1969.

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About Bryan Thomas

Bryan Thomas has been a freelancing writer/critic for All Music Guide, and a contributor to Launch, Music Connection, Big Takeover and numerous other publications and entertainment websites, blogs and zines, most of them long gone. He's written more than sixty sets of liner notes. He’s also worked for over twenty years at mostly reissue record labels -- prior to that he worked in bookstores and record stores, going all the way back to the original vinyl daze. He lives in the Miracle Mile neighborhood of Los Angeles, CA.
  • THX1136

    The Randy Newman tune “Cowboy” was also considered for the place Everybody’s Talkin’ eventually occupied.

  • Bryan Thomas

    Randy has said “Cowboy” had nothing to do with “Midnight Cowboy,” but it was directly inspired by the movie “Lonely Are The Brave.”