Music and Lyrics by Leslie Bricusse
Music Supervised and Conducted by John Williams

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Film Score Monthly has announced the release of “Goodbye, Mr. Chips,” MGM’s 1969 film musical starring Petula Clark and featuring songs by Leslie Bricusse and score by John Williams. The set features a reconstruction of the full score, alternates, unused songs, and demos, plus the complete original 1969 album. A 48-page booklet chronicles the film’s production and includes rare and never-before-seen photographs. Track listing, sound clips, and ordering information are available at Also offered is a limited collectible edition including a photograph of Petula, Williams, Bricusse, and associate music supervisor Ian Fraser, taken during a reunion at which they signed copies of the CD’s front tray inlay. Associate producer Mort Abrahams also added his signature separately. These premium editions are being offered in limited quantity, and include the photo, signed inlay, and certificate of authenticity. Film Score Monthly's online magazine will feature extensive coverage of this release in upcoming issues, including an interview with Petula. In the meantime, also check out, a John Williams site that will be featuring interviews with album producer Michael Matessino about this huge project.

“Goodbye, Mr. Chips" was Arthur P. Jacobs's musical remake of M-G-M's acclaimed 1939 drama, based on a novel by James Hilton about a stuffy British schoolmaster and the woman who brings love to his life. Peter O'Toole starred as Mr. Chips, alongside formidible musical talent Petula Clark as Mrs. Chips. The film was unconventional in that the characters do not "break out into song," but perform as a kind of psychological counterpoint to the story.

“Goodbye, Mr. Chips" was the first of John Williams's three large-scale musical adaptations (the others being Fiddler on the Roof and Tom Sawyer), a massive creative undertaking in which he was solely responsible for the film's underscore, conducting, orchestrations and source music. For Williams, this was an all-encompassing effort which helped forge his legendary "blockbuster" sound familiar on such later films as Superman and E.T. The Extra-Terrestrial.

Although the “Goodbye, Mr. Chips" production came in under-budget, it had a long and colorful history of "development hell" in which multiple composers, directors, and stars were attached -- and a wealth of music generated. This comprehensive 3CD set focuses on Bricusse's and Williams's involvement with a definitive chronicle of their recordings:

Disc one features the complete score as it was intended for the finished film (including several unused Williams score cues).

Disc two features an "alternate narrative" of the story through different versions of the songs (many of which were included on a "demo" LP of the soundtrack), source cues, score alternates, and promotional interviews given by the film's stars.

Disc three features the original 1969 soundtrack album, followed by yet more demo and alternate versions of songs, including "Tomorrow With Me," sung by Petula Clark and orchestrated by Williams and one of Bricusse's favorite unused songs.

The 48-page booklet features a definitive account of the movie and soundtrack's creation, written by album producer Michael Matessino (of the Star Wars Trilogy Special Editions and other Williams CD restorations).

The album is almost entirely in stereo, with interview tracks and a few source and demo cues in mono.

If you do not have any movie musicals in your collection, Goodbye, Mr. Chips is an ideal first purchase: the soundtrack was a major project for John Williams, and foreshadows his famous "epic" sound. For fans of the film, this 3CD set is a definitive presentation of the many songs and alternate versions that have been in circulation since 1969.
Film Score Reconstruction
  1. Overture 4:00
  2. "Fill the World With Love" (Main Title) [Chorus] 4:33
  3. "Where Did My Childhood Go?" [Chips] 3:46
  4. Flossie from Fulham Overture and Play-on 0:57
  5. "London Is London" [Katherine & Chorus] 3:29
  6. Pompeii 2:46
  7. "And the Sky Smiled" [Katherine] 3:14
  8. Know Yourself ("And the Sky Smiled" Reprise) [Katherine] 1:50
  9. "Apollo" [Katherine] 1:19
  10. "When I Am Older" [Boys] 3:11
  11. "Walk Through the World" [Katherine] 4:10
  12. "Fill the World With Love" (Assembly) [Katherine & Chorus] 1:44
  13. Katherine Overhears 1:30
  14. First Act Finale 1:39
  15. Entr'Acte and "What Shall I Do With Today?" [Katherine] 3:39
  16. "What a Lot of Flowers" [Chips] 2:20
  17. A Lesson ("What a Lot of Flowers" Reprise) [Chips] 1:47
  18. Fifteenth Anniversary 3:13
  19. The Postcard ("And the Sky Smiled" Reprise) [Katherine] 2:23
  20. "School Days" [Katherine and Boys] 1:53
  21. "When I Was Younger" [Chips] and Chips Resigns 3:20
  22. "You and I" [Katherine] 2:20
  23. Chips Accepts 1:25
  24. Very Pleased 0:44
  25. Katherine's Death 1:26
  26. The Boys React 2:09
  27. "Fill the World With Love" (Finale) and End Title [Chips & Chorus] 3:28
  28. Exit Music ("You and I" Orchestral Reprise) 2:26
    Total Time: 71:47

  29. "Fill the World With Love" (Main Title) (film version) [Chorus] [including Prelude and Fugue in G minor, J.S. Bach] 4:12
  30. First Act Finale (alternate) 1:37
  31. End Title (film version) 1:01
    Total Time: 7:04
    Total Disc Time: 78:51

Narrative Sequence of Alternates and Source Music With Interviews
  1. "Fill the World With Love" (Main Title) [treble version] 2:49
  2. Interview Segment #1 -- Peter O'Toole 2:31
  3. "Where Did My Childhood Go?" (alternate) 3:10
  4. Interview Segment #2 -- Petula Clark 2:01
  5. "London Is London" (alternate) 3:25
  6. Savoy (source) 3:53
  7. Pompeii (alternate) 2:26
  8. "And the Sky Smiled" (alternate) 4:06
  9. "Apollo" (alternate) 1:20
  10. "When I Am Older" (alternate) 2:56
  11. "And I Would Love You" (source) [Diana Lee, Jerry Whitman] 1:08
  12. "The Perfect Man" (source) [Diana Lee] 1:50
  13. Katherine's Party Piano (source) 5:29
  14. "Walk Through the World" (alternate) 3:11
  15. "Fill the World With Love" (Assembly) [solo version] 1:43
  16. "Integer Vitae" (source) [Boys] 2:02
  17. First Act Finale (alternate #2) 1:24
  18. "What Shall I Do With Today?" (alternate) 1:28
  19. Ursula's Party (source) 1:34
  20. Ursula's Memory (source) 1:43
  21. Interview Segment #3 -- Peter O'Toole 0:43
  22. "What a Lot of Flowers" (alternate) 2:17
  23. "O Worship the King" (source) [Katherine & Chips] 0:43
  24. "What a Lot of Flowers" Reprise (alternate) 0:53
  25. Interview Segment #4 -- Petula Clark 1:42
  26. "School Days" (alternate) 2:22
  27. "When I Was Younger" (alternate) 1:01
  28. "You and I" (alternate) 2:52
  29. Interview Segment #5 -- Peter O'Toole 2:50
  30. "Fill the World With Love" (Finale) (alternate) 1:46
  31. End Title (alternate) 1:00
    Total Disc Time: 69:35

Original 1969 Soundtrack Album
  1. Overture 4:00
  2. "Fill the World With Love" 2:10
  3. "Where Did My Childhood Go?" 3:12
  4. "London Is London" 3:29
  5. "And the Sky Smiled" 4:05
  6. "Apollo" 1:21
  7. "When I Am Older" 2:48
  8. "Walk Through the World" 3:09
  9. Entr'Acte and "What Shall I Do With Today?" 3:38
  10. "What a Lot of Flowers" and Reprise 3:14
  11. "School Days" 2:23
  12. "When I Was Younger" 1:01
  13. "You and I" 2:50
  14. "Fill the World With Love" (Finale) and End Title 3:10
  15. "You and I" Orchestral Reprise 2:26
    Total Time: 43:35

    Interview Segments
  16. Peter O'Toole on Location 6:33
  17. Petula Clark on Location 4:49 Total Time: 11:32

    Additional Alternates and Unused Songs
  18. "Fill the World With Love" (demo) [Ian Fraser] 1:15
  19. "The Roll Call" (demo/unused) [Leslie Bricusse] 2:08
  20. "That's a Boy" (demo/unused) [Leslie Bricusse] 3:20
  21. "Today" (demo/unused) [Ian Fraser] 2:30
  22. "No One's Ever Been in Love" (demo/unused) [Ian Fraser] 2:15
  23. "Walk Through the World" (demo) [Petula Clark] 3:19
  24. "London Is London" (original playback) [Petula Clark & Chorus] 4:24
  25. "Tomorrow With Me" (unused) [Petula Clark] 2:36
  26. End Title (demo/alternate) [Chorus] 1:18
    Total Time: 23:45
    Total Disc Time: 78:52