ORIGINAL POST OF MAY 8: UPDATED AUGUST 22: Well, blow me down!  Varese Sarabande will be bringing the soundtrack to composer-lyricist Harry Nilsson and director Robert Altman’s loopy film musical version of Popeye to compact disc in an authorized edition for the very first time on September 29 – but that’s not all.  This 2-CD deluxe edition will not only feature all of Nilsson’s memorable songs as performed by the perfectly-cast likes of Robin Williams, Shelley Duvall, and Paul Dooley, but will also debut Thomas Pierson’s instrumental score on CD, and an entire disc of previously unreleased demos performed by Nilsson!  Varese continues to fill in the gaps of the Nilsson discography with this release; in addition to premiering Flash Harry on CD, the label previously brought the original album back into print on vinyl for 2016’s Black Friday Record Store Day event with two previously unreleased score tracks.  (Needless to say, both are included on this release.)

The 1980 film Popeye, a rare co-production between Paramount Pictures and Walt Disney Productions (the partnership later yielded the fantasy Dragonslayer), wore its countercultural credentials on its sleeve.  Robert Altman (MASH, Nashville) would hardly have been the obvious choice to bring E.C. Segar’s classic comic strip to life, yet that’s what he did – aided by maverick producer Robert Evans, cartoonist and acclaimed playwright-screenwriter Jules Feiffer, and rock-and-roll iconoclast Nilsson.  By the time production began, Segar’s strip was already well-represented on screen by both Max Fleischer’s beloved cinematic cartoons and subsequent television series, but Altman’s adaptation would be the first to present Popeye (Williams), Olive Oyl (Duvall), Wimpy (Dooley), Poopdeck Pappy (Ray Walston), Bluto (Paul L. Smith), and co. in live-action.

Popeye’s home of Sweethaven was built in the country of Malta; the larger-than-life sets still stand today and are in use as a popular tourist attraction called Popeye Village.  Cast, crew, and creative team (including Nilsson and arranger-conductor Van Dyke Parks) bonded on Malta for the unusual location shoot, resulting in a colorful, offbeat film like no other.  Among the Sweethaven denizens were musicians Klaus Voormann, Ray Cooper, and Doug Dillard, joining Nilsson and Parks as The Falcons, the house band.  Upon its December 6, 1980, Popeye was greeted by mixed reviews, with many critics not quite knowing what to make of Altman’s excursion into family filmmaking.  Though the film performed respectably at the box office, it was considered a disappointment by not attaining blockbuster status.

Nilsson’s score, however, was one of the more acclaimed aspects of Popeye.  The New York Times wrote a couple of months after the movie’s opening that it was “the rare film score that works better as a record than as an actual soundtrack…[evoking] a gentle, slightly wistful, childhood world.”  Indeed, the composer-lyricist of The Point was able to channel that spirit for Popeye.  The newspaper went so far as to compare his tunes (deftly arranged with nostalgic flair by Parks) such as “Sweethaven,” “I Yam What I Am,” “He Needs Me,” and “Sailin'” to the likes of Cohan, Gershwin, and McCartney.

Until now, Popeye (released on LP by Boardwalk Records) has never been released on CD.  Varese’s deluxe edition betters the original album by adding music not on that release, including Thomas Pierson’s instrumental underscore and Paul Dooley’s song “Everything is Food.”  The first disc of this set is a full 20 tracks compared to just 12 on the LP.  The second disc here is another cause for major excitement, boasting a full 18 never-before-released demos performed by Harry Nilsson himself, including duets with Shelley Duvall and Paul L. Smith.

The expanded CD premiere of Popeye is due from Varese Vintage on September 29.  Pre-order links are available below, along with a confirmed track listing!

Popeye: Original Motion Picture Soundtrack (original album on Boardwalk Records LP 36880, 1980 – reissued Varese Sarabande, 2017) (Amazon U.S. / Amazon U.K. / Amazon Canada)

CD 1:

1. Sweethaven (Performed by The Citizens of Sweet Haven)
2. Blow Me Down (Performed by Robin Williams as Popeye)
3. Everything Is Food (Performed by Paul Dooley as Wimpy, Allan F. Nichols as Roughhouse, The Toughs, Barbershop and The Steinettes) *
4. Rough House Fight *
5. He’s Large (Performed by Shelley Duvall as Olive Oyl)
6. I’m Mean (Performed by Paul L. Smith as Bluto)
7. Sailin’ (Performed by Shelley Duvall as Olive Oyl and Robin Williams as Popeye)
8. March Through Town *
9. I Yam What I Yam (Performed by Robin Williams as Popeye)
10. The Grand Finale *
11. He Needs Me (Performed by Shelley Duvall as Olive Oyl)
12. Swee’Pea’s Lullaby (Performed by Robin Williams as Popeye)
13. Din’ We (Performed by Robert Fortier as Bill Barnacle – the Town Drunk)
14. It’s Not Easy Being Me (Performed by Ray Walston as Poopdeck Pappy)
15. Kids (Performed by Ray Walston as Poopdeck Pappy)
16. Skeleton Cave *
17. Now Listen Kid/To The Rescue/Mr. Eye Is Trapped/Back Into Action *
18. Saved/Still At It/The Treasure/What? More Fighting/Pap’s Boy/Olive & The Octopus/What’s Up Pop/Popeye Triumphant * 3:10
19. I’m Popeye The Sailor Man (Performed by Robin Williams as Popeye)
20. End Title Medley*

CD 2 (The Harry Nilsson Demos):

1. Sweethaven
2. I’m Mean
3. Swee Pea’s Lullaby
4. Blow Me Down
5. Everything Is Food
6. He Needs Me
7. Everybody’s Got to Eat **
8. Sail With Me
9. I Yam What I Yam
10. It’s Not Easy Being Me
11. Kids
12. I’m Popeye The Sailor Man
13. I’m Mean – Harry Nilsson with Paul L. Smith
14. He Needs Me – Harry Nilsson with Shelly Duvall (audition)
15. Everybody’s Got to Eat – Paul Dooley **
16. Din’ We **
17. Sailin’
18. I’d Rather Be Me **

(*) denotes track previously unreleased on the soundtrack album, but featured in the film
Composed and Arranged by Thomas Pierson, except as noted.

(**) denotes track or song not included in the film