Early Films of Katharine Hepburn

Notes on Music in the Early Films of Katharine Hepburn

File created 2 October 2009; updated on the same day.



"I'd got off to a flying start with A Bill of Divorcement, Christopher Strong, Morning Glory, Little Women, Spitfire. All in the space of one year. Actually, a year and a half. Seven months of 1932. Almost all of 1933. I'd even won an Academy Award." (Katharine Hepburn Me: Stories of My Life. Paperback edition, New York: Ballantine Books ([1991] 1992), p155).

Hepburn's early films in chronological order:

Please understand that these are viewing notes made ten to fifteen years ago. All were based on VHS prints, the majority of them dubs from television (Turner Classic Movies). In preparing this file, I have not updated either the timings or the notes. Nonetheless, I think the notes can be of use to a student thinking about an analysis project or to an instructor looking for teaching ideas who does not know these films. The notes stop after Sylvia Scarlett and are minimal for that film and for Alice Adams.



A Bill of Divorcement (1932); 69 minutes; dir. George Cukor; credit: "Music Director......MAX STEINER". According to Clifford McCarty, Film Composers in America, the main theme was written by W. Franke Harling; the uncredited orchestrator was Bernhard Kaun.

    1. Stark contrast between orchestral main-title cue (based on the unfinished sonata of the story) that rises up with last title and stops, then source music: a waltz played by a trio (I can only see the violinist and pianist in the print) enters with the establishing shot of house--on the cut inside to the party, you can see the musicians in the background as Hepburn reaches the bottom of the stairs in beginning of scene. ME: "The first shot was at a party my mother was giving. In a long white dress I floated down the stairs into the arms of David Manners ["Kit Humphreys"]." (123)
    2. At 4:00, carollers heard outside the window (Silent Night; Feast of St. Stephen--Hepburn & Manners whistle to each other outside--they continue talking over the distant singing; music suddenly up with cut back to the house). Carollers ask to sing a song: "God Bless the Master of This House..."--during this, cut back to Hepburn & Manners. out just before 8:00.
    3. 12:30: we learn that Hepburn's father was a composer [Hillary Fairfield, played by John Barrymore]; Hepburn starts to play the sonata on the piano; cut to the front hall, bells outdoors; music gone--Hepburn appears in front hall a little later--no continuity with a complete performance.
    4. 33:30 Hillary stands and plays a phrase at the piano--silhouetted against a large French window.
    5. 51:00 Sydney [Hepburn] plays a piano very briefly--noticeably more dissonant and louder than anything heard earlier [she is then very rude to her boyfriend, because she is afraid that she inherited her father's madness]
    6. 66:30 Manners whistles outdoors twice; then Hepburn sits down and plays the sonata; Barrymore sits down and invents a finish for it--runs into brief orchestral end title (credits) cue. /she's in white again for the long end scene: night; wife and lover leave, she ignores whistle, apparently will stay with the father/ Of Barrymore ME says: "His main object seems to be to be certain that I made a big hit. He held my face to the camera in our many scenes together. He was sweet--he was funny--and he could certainly act." (151)

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Christopher Strong (1933); 77m. prod Selznick. dir. Dorothy Arzner; credit: "Music Director......MAX STEINER". According to Clifford McCarty, Film Composers in America, the uncredited orchestrator was Bernhard Kaun; some uncredited additional music was by Roy Webb.

Hepburn: Cynthia Darrington. Colin Clive: Christopher Strong. Wife: Billie Burke.

    1. Main theme is a minor-key tango 1:20 long, out with first shot (insert of Big Ben ringing), into dance band in the background (it's clearly inside--low volume--as we are outside a house; cars arriving for a party--treasure hunt--but with cut to inside and we find it's not diegetic--not certain at first but with dialogue it suddenly cuts out!!
    2. cut outside at 3:50; out 4:20: organ grinder playing "Nearer my God to Thee"
    3. 12:20 bells (Big Ben again?) for intertitle "A month later"
    4. 24:05 tango: offscreen source music at dance in Cannes (where family is vacationing), as Clive/Hepburn dance. Brief break, then romantic ballad with "serenade" style orchestra as Hepburn/Clive stand together outside--doesn't end properly, but cut into another tango (the main theme one)--this tango continues a while: Burke sees them together during this, the daughter talks with a Carlo; cut to Clive/Hepburn dancing; repeat dance, they stop and go outside--tango continues as Burke/Clive/Hepburn talk. out about 27:00.
    5. 28:54. serenading musicians come outside, follow behind Clive/Hepburn as they walk to a boat mooring [musicians seen only at beginning and end]; out 30:00; in again 30:30 and continue as Clive/Hepburn do CU scene in motorboat (supposedly out on water). dieg--->non-dieg!!! out with fade to black at 34:27
    6. 44:02 in study, Clive turns on a radio (which is in background center)--the main theme tango!!. Continues in background in drawing room as Clive enters there and talks with Burke--he closes door. dieg--->non-dieg!!! out with fade to black at 45.05
    7, 62:20 source--sedate party scene starts with view of the piano from behind and above; woman musician plays same tune as in the film The Most Dangerous Game (in waltz form) then moves into a waltz that is the same as the Bill of Divorcement sonata cue!! out with fade to black at 67:05
    8. 74:00 montage as she is ascending in plane: 10 seconds each of serenade, ticker-tape march (NY--not heard earlier), bells (daughter's marriage), piano music from party. All this is behind altimeter or her face. //sound throughout this montage is fairly complex//
    9. 77:05: organ grinder again walking past monument to her; at 77:15 cut to insert of tablet on monument--main theme tango; into end title about 20 seconds later

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Morning Glory (1933); 74m prod. Pandro Berman; Merian C. Cooper; dir. Lowell Sherman; credit "Music by Max Steiner." According to Clifford McCarty, Film Composers in America, the uncredited orchestrator was Bernhard Kaun.

Hepburn: Eva Lovelace; she won her first Academy Award for this film. Douglas Fairbanks, jr.: Joseph Sheridan. Adolphe Menjou: Louis Easton.

    1. intro (with solo waltz in second half), then 0:10 complete /waltz/antecedent-consequent theme that takes up the rest of the titles. No flourish at the end, but overlaps to first shot (theater front) and citations of a familiar tune--" Broadway," not sure why the quotes. Then solo violin as Hepburn examines actors' portraits in the theater lobby (all intro-like--parallel to beginning/with waltz, neat way to mingle main theme/first scene); this becomes the waltz again partway through her activity; this waltz carries her through an elevator and up to the office of an agent/impresario (with some nicely synchronized, understated mickey-mousing along the way, like a slowly rising line for the elevator ride), fade-out coda with theme again. out at 3:10
    2. 27:28 cast party /actress?/ with source--some of the musicians briefly visible--strings/piano playing a foxtrot; without a break, they move into a waltz (shortly before Hepburn enters); this waltz moves into another (the main theme waltz) as playwright (Fairbanks) and Hepburn talk; then to a "bright" 2/2 dance with cut back to party [something of a scherzando for talk with drunk author in second part]. music out at 35:10. Back in at 25:55. sounds like another foxtrot. out 28:10. (as she goes to talk with Menjou, the impresario; she is drunk).
    3. 41:10 underscoring--at first at about same level as source music and with similar instrumentation, but comes up higher shortly; and includes winds and harp. out with end of soliloquy at 44:20.
    4. 45:15 "bright" orchestral version of the main theme waltz; out with fade to black at 46:00. [she has passed out and party is ending]
    5. 50:40 slow version of waltz melody--cello solo as Hepburn & Fairbanks talk. out with fade to black at 7:31:30
    6. 54:12. montage: vaudeville marquee insert and stage [Hepburn], then transition to waltz for modeling [Hepburn], then to "The Golden Bough" [play that is part of the plot]--people arriving for the premiere; out at 55:24.
    7. 64:00. bright music again out 64:25 with audience applause. in at 64:42 with different music--sounds like a foxtrot--for congratulations to Hepburn for success with premiere--music out abruptly with door closing at 65:10.
    8. 70:40. intro leads to slow version of main theme waltz--violin solo in low register--72:34 leads to end title (waltz in flourish). no music for actors' credits title. end 74:00

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Little Women (1933) 115m prod. Merian C. Cooper; dir. George Cukor; credit "Music by Max Steiner." According to Clifford McCarty, Film Composers in America, the uncredited orchestrator was Bernhard Kaun.

Hepburn: Jo(sephine) March Amy: Joan Bennett Meg: Frances Dee Beth: Jean Parker Aunt: Edna May Oliver Bhaer: Paul Lukas Laurie: Douglass Montgomery Mr. Laurence: Henry Stephenson

    1. Main theme either harpsichord or old square piano, then orchestra at 01:15 into civil war montage /winter in small town; soldiers marching among citizens/ "Tramp, tramp" first, others follow, including Silent Night; at 3:24--in a scene with mother and old man who is being given help--main theme appears at her mention of her daughters. out at 3:45. scene switches to Aunt and Hepburn (Jo)
    2. 6:50 children in school sing "O little town of Bethlehem". out at 7:30
    3. 9:20; out 9:50 another daughter Beth sings a song at piano (didn't recognize tune)
    4. 19:20; out 20:10 "Abide with me" they all sing with Beth playing piano
    5. 22:30; out :45 Beth plays a little of Mozart, Rondo alla turca
    6. 25:00 Jo's play -- "Erlkoenig" at the start, to sappy romantic tune to dramatic agitato to sad "pity" and agitato alternating to noble (he serenades Amy) to hurry (agitato); broken up by accident at 28:30
    7. 29:45 Main theme as Jo is outside in snow into another tune (unless this is part B of an extended main theme); back to main theme, which is developed a bit. out? at 31:00 [this timing uncertain]
    8. 38:10 ball/party at Mr. Laurence's house. Polka at 40:50 done, switch to another 2/4 dance (Laurie says to Hepburn "It's a German"--meaning the allemande of the cotillon, I guess); at 42:10 done; at :15 into a slower tempo, waltz out at 44:20 with door close and scene end. ///time gap///into main theme in pastoral setting (it's spring); out at 45:17 then another tune (or B again?) then 46:50 main theme again; out at 46:15 when Laurie jumps out to surprise Hepburn
    9, 48:35 Main theme in quick tempo as Laurie chases Hepburn; out 49:05
    10. 50:30; out 52:40 Main theme strings when they see piano Mr. Laurence has given Beth. 51:53 "noble" tune (Mr. Laurence tune??) when Beth goes to thank Mr. Laurence; out 52:20.
    11. 55:25 Main theme as mother leaves for Washington to tend to wounded husband; out 57:20
    12. 65:26 --dirge as Beth's ill to main theme in major, then grazioso after they hear that mother has returned (next day?) interrupted briefly by "bird chirping music";out 67:50
    13. 68:45; out 69:10 oldest daughter Meg sings /hums a tune; is?
    14. 74:25; out 75:03 dance at Meg's wedding; overlaps with main theme in fast tempo 75:06 Hepburn and Laurie talk; she's upset about Meg marrying (he confesses that he loves her) 76:25 solo cello and development of main theme in strings 78:05 agitato as he becomes upset and leaves; at 78:35 fade to black then could be B-part of main theme again for Hepburn sitting in window at night; out 79:15 suddenly
    15. 84:05 Pr. Bhaer plays Tchaikovsky "Wer nur die Sehnsucht kennt" (Goethe--he says so) and sings; at 84:45 stops as he realizes the Hepburn is in the room; 86:20 he plays as he translates for her --cello in under at :55; at 87:20 he's done but orchestra continues with development; at 87:47 into main theme; at 88:40 drifts out at scene end //simple cut to next scene/
    16. contemplative main theme version after visiting Aunt and Amy leave--they are going to Europe; Laurie was in NY but didn't call on Hepburn--out at 92:25 cut off when Prof. calls to her
    17. 97:25 opera breaks in Prof takes Hepburn to opera (all singing is offscreen!!); out 98:00
    18. 98:30 she imitates singing briefly
    19. 102:45 wordless chorus--tune? strings behind it as Beth is in last illness; she is "contented"; at 104:15 birds appear again but no chirping music--just harp arp as one flies off--music out suddenly at this point--Hepburn calls; Beth has died
    20. 104:40; out 104:55 Main theme aund and amy have heard the news. /scene end/
    21. 108:00; out 110:25 Main theme; Hepburn is asleep on couch, Laurie comes in and wakes here (he has married Amy; they talk).... out as she finished her "speech" to him
    22. 114:05 "wer..." as Prof. Bhaer and Hepburn talk (he has come to give her copy of book--her stories I think) into end title at 115:25 (includes touch of main theme); a rise/fall ending (nice touch)

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Spitfire (1934) 88m prod. Merian D. Cooper; dir. John Cromwell; credit "Musical Director Max Steiner." According to Clifford McCarty, Film Composers in America, the uncredited composer of the main title and end credit cues was Bernhard Kaun; the rest of the score was stock (cues that already existed in the studio's music department library or were purchased from music suppliers).
Hepburn: "Trigger" Hicks. Robert Young: John Stafford. Ralph Bellamy: George Fleetwood

    1. 0:00 Main theme--no hint of anything "Appalachian" about it; in fact somewhat characterless if smoothly done; at 1:20 out of main theme to first scene, a scherzando (rube in woods); out 1:45
    2. 3:40 Hepburn sings a hymn phrase (first hint of the religious preoccupation)
    3. 10:15 RB whistles a little
    4. 18:10 Hepburn sings hymn phrases from "Jesus Lover of My Soul"
    5. 22:45 ditto
    6. 41:30 Hepburn sings a hymn verse "At the Cross"
    7. 58:10 Hepburn sings a hymn--la/la then text; "At the River"?? texts includes "wash me white as snow"; whole verse?
    8. 85:39 Hepburn sings a hymn: "From Greenland's Icy Mountains" part of verse?; end title 85:52; out 86:06 (a plagal cadence touch at the end)

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Little Minister (1934) 110m prod Pandro Berman; dir. Richard Wallace; credit "Music by Max Steiner." According to Clifford McCarty, Film Composers in America, the uncredited orchestrator was Bernhard Kaun.
Hepburn is Babbie; John Beal is Gavin Dishart, the minister

    1. 0:00 Main theme (Scotch tunes--not sure if they are borrowed or imitations); at 2:00 "Prologue" intertitle [cameos!]; at c.2:25 "comin through the rye" for shot of coach; out at 3:15 with coach door opening. total 3:15
    2. 6:00 others have left; JB and his mother. hymn for their prayer at 7:00 overlaps with establishing shot of church. out at 7:25 with a pop. total 1:25
    3. 9:45 organ music (not seen); 10:15 cut outside but music continues. out 10:33; total 0:48
    4. 12:05 singing from a distance. at 13:20 volume comes up rather quickly for last few seconds of singing. 13:22 harps (intro to song), then 13:33 she sings with orchestra; at 14:20 harps as she disappears. out at 14:35 with view of castle; she in distance running toward it. total 2:30
    5. 18:35 scherzando for local constable and Hepburn talking. quick stop at 20:35 as she talks runs into Gavin; then she talks with him (grazioso as they walk). out at 27:17 as they arrive at mill; she picks up horn. at 23:00 he blows the horn. total 3:42 (not including horn at end)
    6. 27:10 music in as soldiers approach ("battle" [confusion of diegetic and non-diegetic] trumpets/drums (latter begin); out at 28:33 total 1:23
    7. 30:35 drums again lead into cue. out at 31:25 "Halt!" total 0:50
    8. 33:56 in as she leaves; then soldiers; then he is to help her escape [they talk about liking each other] "scotch snap" tune played broadly leads into church music at 37:07 (with a pop; not an overlap, though); out at 37:35 or 37:40; total 3:40 or 3:45
    9. 39:20 coach music long shot. they are to take a woman--Hepburn's 'granny'--to poor house. out at 46:00; total 6:40
    10. 48:25 Gavin/Hepburn talking together (romance). out at 49:30; total 1:05
    11. 51:35 she sings (they meet); out at 55:00; total 3:25
    12. 59:40 he looks out (she has been waving a lantern outdoors)--music timed to swings at first. then he goes out to see her. at 60:35 start of timed to first kiss (Scotch tune again). at 62:30--four-second pause. at 62:40 on a diminished 7th; they meet the doctor; four seconds later minor key with little march as doctor walks away with Hepburn. at 63:40 overlap with church scene; out at 63:52 under church bells. total 4:12
    13. 66:15 Hepburn talks to boy [she says she'll go away]; out at 67:32. total 1:17
    14. 69:10 she cries after Hepburn is told the local laird will marry her; turns shortly to scherzando for constable. at 71:15 Gavin reads letter (she is going away): at 72:30 or :40 solo cello as she burns her gypsy shawl [at 74:30 she goes to 'nanny']; out at 75:10. total 6:00
    15. 77:30 bell rings as he says "wish she would be my wife." ten seconds later bells in back as nanny prays, then talks to Gavin; they meet [she is to marry tomorrow]; out at 78:55. In again at 79:10--not sure when music finally goes out. total ??
    [he doesn't go to prayer meeting: they're going to dismiss him]
    16. 88:20 Hepburn arrives at Gavin's house. at 88:56 eight-second grand pause. Hepburn and Gavin's mother talk; music out with cut outside to rain and men. total 3:37
    17. 100:35 stinger as minister stabbed by accident as he wants to go into locked church (Rob Dow is played by Alan Hale); out at 101:37; total 1:02
    18. 102:38 in after his speech; at 103:30 the Scotch tune. out at fade to black [time?] but back in with new scene--next morning; they're still waiting [Lord Rintoul = Frank Conroy is there] Music out at 107:05 total 4:27
    19. 107:25 at "You can go in now." [Lord Rintoul leaves]. at 108:50 (?) Scotch tune as she goes in; they kiss again. music out with end title at 109:25. total 2:00

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Break of Hearts (1935) 80m. prod Pandro Berman dir. Philip Moeller; credit: "Music Director......MAX STEINER." According to Clifford McCarty, Film Composers in America, the uncredited orchestrator was Bernhard Kaun.

Hepburn: Constance Dane Roberti. Charles Boyer: Franz Roberti. John Beal: Johnny Lawrence. Jean Hersholt: Prof. Thalma.

    1. 0:00 Main theme waltz--complete; into montage of orchestra bills (and conductor?) with short quotes from --, Schubert, & Tchaikovsky; at 01:25 a different waltz low volume--slows down gradually and out at 02:50 (at 02:10 or 02:37--not sure which--view of Washington Square with short "Broadway, Broadway, all across the town" quote) into real first scene:
    2. Hersholt as music professor/teacher 03:56 Hepburn plays something of hers at piano; out with knock at door at 03:10
    3. 06:20 Boyer downstairs --we hear Hepburn's piece through the door; he stops to listen; cut inside--no volume change (little jump cut from her playing to editing); out at 06:45
    4. 07:55-57 he plays briefly
    5. 09:30 orchestra tuneup noises out 10:10 10:30 orch rehearsal heard from foyer (Tchaikovsky 6th Synphony, March, last section, I think); sound comes up awkwardly as Hepburn approaches door to hall. stop 12:45 then 13:30 orch reh again after he stops them to complain--to bassoonist and violist.
    6. 15:48 again Tchaikovsky (including a pan of the orchestra!!)--to end of movement--switch back and forth between MS of Boyer conducting and CU of Hepburn!! out 17:22
    7. 23:45 Hepburn plays first phrase of Schumann, Traumerei (during first visit to Boyer's apartment), strings then pick up second phrase, continue over his taking her home: completed, out at [27:00] with lap dissolve to lunch at her apartment (parallels to previous scene)
    8. 29:35 John Beal plays 'swing' version of Wagner Wedding March with professor on trombone--brief; into honeymoon montage at :50, with typical Steiner quick changes including national quotes; continues(?) till 30:42 when Hepburn plays the main theme waltz in their villa (Venice?)--she says for the first time that the piece is hers. 32:18-22; out briefly as he kisses her. out 32:40 (incomplete)
    9. 35:00-20 another quick orchestra montage
    10. 38:45 at the Ritz--dance music in background; one complete piece; then switch to a fox trot, extended but left unfinished at 42:55 (out with scene change)
    11. 44:25 piano swing music in background; women singing (jumbled) low level after insert "Goldmark Music Publishing"; 46:00; out with cubicle door closing; 46:25 Hepburn plays her main theme waltz; then into "dissonant dramatic" (=Bill of Divorcement music??); at 47:00 more publishing co. music noise in bckgnd; out at 48:15 (cubicle again); at 48:25 she sightreads songs, man sings. man stops singing [--] she continues playing for a while. music out a bit as Beal talks with supervisor; at 50:00 more publishing co music/noise; out 50:25 with scene change
    12. 53:50 New Year's celebration (Ritz?) dance music (no band vis.) Hepburn with Beal. 55:40 band into 2nd piece--a foxtrot version of the main theme waltz [not sure if it's foxtrot right away or only at 58:00] as Boyer & Hepburn talk [they meet again after separation. at 58:37 into Auld Lang Syne. 59:20 out with fade to black to:
    13. insert ..benefit concert. at 62:00 Bach Toccata and Fugue in D minor--sounds like Stokowski's; out at 64:05 when he faints (he's drunk)
    14. 69:50 Main theme waltz underscoring as prof and Hepburn talk about her marrying Beal; at 71:00 player piano in bar plays 'honkytonk'; 72:45 to orchestral music as she does a 'recollection montage' (don't recognize the music); out of it at 73:35 to main theme waltz; at 73:55 she plays it at piano to revive Boyer (accompanied by orch. in background; at 74:55 Boyer: "Stop"; at 75:05 Main theme walts underscore soft as she talks with Beal--she'll stay with Boyer. at 76:30 vertical wipe to end of Meistersinger Overture; ends 76:55
    15. 77:10 Main theme waltz in bckgnd into end title at 77:25. (no actor credits)

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Alice Adams (1935) 99m. prod. Pandro Berman; dir. George Stevens; credit Roy Webb as music director. According to Clifford McCarty, Film Composers in America, the uncredited waltz theme was written by Max Steiner; uncredited orchestration by Maurice de Packh.

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Sylvia Scarlett (1936) 94m. prod. Pandro Berman; dir. George Cukor; credit Roy Webb as music director. According to Clifford McCarty, Film Composers in America, the uncredited orchestrator was Maurice de Packh.

Mary of Scotland (1936). Music credit: Carroll Clark. According to Clifford McCarty, Film Composers in America, the music was written by Nathaniel Shilkret; the uncredited orchestrator was Maurice de Packh. Clark is not listed in McCarty's volume.


A Woman Rebels (1936). Music credit: Roy Webb. According to Clifford McCarty, Film Composers in America, the uncredited orchestrator was Maurice de Packh.


Quality Street (1937). Music credit: Roy Webb. According to Clifford McCarty, Film Composers in America, the uncredited orchestrator was Maurice de Packh.


Stage Door (1937). Music credit: Roy Webb. According to Clifford McCarty, Film Composers in America, the uncredited orchestrator was Robert Russell Bennett.


Bringing Up Baby (1938). Music credit: Roy Webb. According to Clifford McCarty, Film Composers in America, the uncredited orchestrator was Robert Russell Bennett. 


Holiday (1938). Music credit: Josiah Zuro/Sidney Cutner. According to Clifford McCarty, Film Composers in America, the composer was Cutner. Zuro had been music director -- and might have composed music -- for a film with the same title released by Pathe in 1930.


The Philadelphia Story (1940). Music credit: Franz Waxman. According to Clifford McCarty, Film Composers in America, the orchestrators were Leonid Raab and Leo Arnaud.

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All original material copyright David Neumeyer 2009.

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