You Have Nothing to Fear: Sound Montage and Alienation in THX 1138


     "Nowhere to go."    A typically bleak tableau in THX 1138.

     "Nowhere to go."    A typically bleak tableau in THX 1138.

            George Lucas’ first feature film inhabits an odd categorical universe. Although his name would later become synonymous with easily marketable, narratively conventional films, Lucas set out in his initial cinematic effort to create a science-fiction tableau whose entire world offers almost no explanation for itself, but simply is. The resulting film, THX 1138, is a difficult piece of art to appreciate. Although the visual style is, on an aesthetic level, similar to Star Wars, the narrative style utilized is totally alien to that later film. Images of various artifacts of the society in THX 1138 are presented in a stark, documentary-like manner, with no description, and unfamiliar terminology and events are referenced by the characters (both onscreen and off) with little or no context. Entire characters are ambiguous in their basic existence. In the words of Lucas’ biographer Dale Pollock, “Lucas explains away the loose ends in THX by saying that he wanted to make the equivalent of a foreign-language movie, where the audience doesn’t really understand the social patterns they’re watching until the film is over.”[1] In this film George Lucas is showing us an incomplete glimpse of a future world, rather than coming right out and telling us exactly how things work in that world.

Pollock goes on to highlight the role of the soundtrack in creating this effect: “Even the sound effects, which Walter Murch designed and recorded, were revolutionary for their time. They let the audience know it was entering a different world. THX is one of the few science-fiction films that seems more from the future than about the future.”[2] Walter Murch, a fellow student of Lucas’ at the University of Southern California’s film school, even co-wrote the film’s screenplay. With the self-invented credit of “sound collage” artist, Murch approached the task of applying sounds to the film in a way that would give them parity with, if not superiority to the visual elements.

Murch was born in New York City at the height of World War II. As a teenager, he became intensely fascinated with the splicing and editing of sounds, and particularly with the so-called Musique Concrète school in Paris. After hearing some unusual sounds coming out of his radio one night, he became ecstatic, later recalling:

            ...I couldn’t believe what was coming out of the radio. It wasn’t electronic music...this was something else--the sounds were all real sounds. So I turned on the tape recorder and sat there for the next half hour, listening and wondering, “What is this?”...They spliced the sounds together, turned them upside down and backwards, slowed them down and speeded them up... I felt like Robinson Crusoe finding another footprint on the sand...[3]


            Murch ultimately decided that this love of sound manipulation would function most effectively in a visual context, and so he enrolled in film school. After THX 1138, he collaborated with Lucas again on American Graffiti, and with Francis Ford Coppola on The Godfather, The Conversation, and Apocalypse Now. His all-encompassing approach to the design and execution of sound in film was groundbreaking and continues to influence filmmakers to this day.

Equally indispensable to the sonic world of THX 1138 is the music of Argentine composer Lalo Schifrin. Schifrin was born the son of an accomplished violinist and studied composition at the Paris Conservatoire under Olivier Messiaen, among others. By night he played jazz piano in Paris nightclubs, crossing paths with Astor Piazzolla while there. He would go on to collaborate with a plethora of other jazz musicians including Xavier Cugat, Stan Getz, Chet Baker and, most notably, Dizzy Gillespie, through whom Schifrin received his first Hollywood commission. His contributions to the classical and jazz repertoires is vast, but it is in the realm of film and television that he has had his most widespread success. In television, his works include the themes from Mission: Impossible, The Man From Uncle, and Starsky and Hutch. His film scores include Cool Hand Luke, Bullitt, Dirty Harry (and its sequels) and The Amityville Horror, among nearly countless others. He is frequently thought of as “just” a jazz composer, but the stylistic variety of his output belies his versatility. In a 1972 symposium on jazz composers in Hollywood the composer elaborated on this ethos by saying of the art, “It’s not enough simply to be a good musician...to be versed in harmony, counterpoint of orchestration. Those are merely the tools. There’s something more basic: The art of accompanying.[4] Schifrin’s core goal as a creator of film music is to complement the images on the screen.

His score for THX 1138 includes a wide array of genres, ranging from avant garde to smooth jazz, from Gregorian chant to ambient soundscapes, from Baroque-influenced canons to Middle Eastern-flavored melodies. He found scoring for Lucas’ esoteric film an engaging challenge:

It’s funny because on one hand I had to write this music of alienation, of [Lucas’] concept of a new fascistic society. It’s not like Hitler or brutality--it was that everybody was nice...On the other hand, the source music coming from the loudspeaker in that kind of underground society is supposed to be very stupid. Lucas wanted it to be very soporific and sedating, and I had to be tranquilizing the people with my music.[5]


            Schifrin’s music works hand in hand with Murch’s soundscapes to create a compellingly disturbing and unified impression of the dystopia that Lucas envisions. The total experience of the soundtrack combined with the visuals is arresting on a fundamental level.

            The film puts the viewer in a state of unease right from the very start, as the credits begin to scroll, unconventionally, from the top of the screen to the bottom. Simultaneously, Schifrin’s score begins simply and ominously with a slow, laborious descending unison line in the low strings. A female choir soon enters high above, creating a feeling of discomfort due to the juxtaposition of  these two widely disparate registers and timbres. Of equal significance are the resulting harmonic implications: the pitch center immediately shifts when the voices enter from some kind of F minor sound to something approaching D-flat major, a modulation by chromatic mediant. Such a modulation in traditional tonal music is normally reserved for transitions between large sections, yet Schifrin uses it in the first two bars of his score here to great effect. The text the choir sings is the “Stabat Mater” from the Latin mass, though it unfolds at a glacial pace and the words are not consciously heard. The choir splits into two voices that engage in close harmonies with lots of suspensions, and the tonal ambiguity established at the beginning is continued throughout the credit sequence as the strings and voices take turns moving in seemingly unending stepwise chromatic motion. All of these elements combine to generate a sense of grim foreboding, as the human voices struggle for clarity and meaning against an impenetrable mass of sound that foreshadows the struggle that is fought by the character of THX during the course of the film. This builds gradually to a crescendo and then a slow decrescendo back to almost nothing as the choir drops out, punctuated by nervous pizzicato effects as we reach the end of the opening credits.

            As the film proper begins, the strings pause briefly only to start up again, this time without the choir and slightly more relaxed than before. The strings continue for another minute or so before dropping out, functioning as a bridge from the credits to the main film. Just as the strings die out we hear the first snippet of one of Schifrin’s so-called “Muzak” cues. The music is diegetic, apparently some kind of saccharine easy listening piped into the mall-like facility seen on screen. We can barely discern it as discrete music because of the echo in the facility, though we do hear what sounds like an accordion. The ghostly echo effect, combined with the on-screen image of a robotic police officer guiding a bald-headed child in a white jumpsuit into an elevator, renders the waiting room-esque cue downright disturbing in its cheerfulness.

During the first few minutes of the film we are shown various images of the society in which THX resides, and we begin to hear the so-called “sound mpandontages” of Walter Murch: Clicks, beeps, hums, chirps, buzzes, whirring sounds, tones, white noise and various varieties of garbled speech crowd the auditory field. The effect of the speech is particularly disorienting to the viewer because some of the speech is intelligible while some is not, and the speech that can be understood does not all seem to correlate to what is seen on screen. Some voices seem to be part of some kind of PA system while others seem to be speaking directly to an unseen person. In an interview with Vincent LoBrutto, Walter Murch discusses how some of these voiceovers were created:


They were done “by hand” with a ham radio. We had one Nagra tape recorder with the clean voices on it. We ham-radioed them into the universe, received them back again as if they were coming from another country, fiddling with the tuning so that we would get that wonderful “sideband” quality to the voices. Then we re-recorded them on another Nagra and cut them into the final sound track.[6]


This causes the listener uncertainty as to which sounds are supposed to be heard as possessing narrative meaning and which sounds are supposed to be heard simply as noises. The resulting disconnect reinforces the film’s principal theme of alienation.

We also see distorted images of THX, his “mate” LUH and his soon-to-be-adversary SEN apparently recorded by cameras inside their medicine cabinets. Automated voices ask each of them “What’s wrong?” and give them advice as to the medications and proper dosages they should administer themselves. In the case of LUH, who we will soon learn has broken free of her societally-enforced drug dependency, we hear her sarcastic reply to the camera replayed and reprocessed over and over again, as though the computer were attempting to analyze her voice for signs of subversive thought. The effect is a disturbingly successful realization of the film’s Orwellian themes.

            The second scene intersplices footage of the three main characters performing their jobs. THX works on an assembly line building the same robot policemen of the type we saw a moment ago, while LUH and SEN seem to work in the surveillance department, visually and auditorily monitoring the society in disconnected fragments of sight and sound. Although none of the main characters speak in the first ten minutes of the film, Walter Much keeps a steady stream of dialogue going in the form of voiceover and radio chatter. Again, it is not always clear to whom the voices are speaking or what they are talking about. What we get instead of a straightforward narrative is an auditory collage designed to highlight the oppressive nature of THX’s society.

            The next scene shows THX walking home alone through the now nearly empty hallways of the complex, while overhead are heard more disembodied voices from the PA system, announcing various mantras of consumption. In a darkly comedic juxtaposition, we hear another snippet of the same carefree muzak cue from before as we see a group of men blissfully waiting for an elevator to start moving, while a recorded voice overhead announces over and over again that it is out of service. There is also a secondary muzak cue in this scene which was not written by Schifrin but by Ray Heindorf. It is a light, schmaltzy mid-tempo saxophone melody whose artistic merits are best described as “inoffensive,” further highlighting the bleak meaninglessness of existence in the complex.

            THX stops at a confessional booth on his way home and discusses his problems concentrating at work, as well as the odd behavior of his pharmacologically-liberated mate, and we hear a syrupy voice (later identified as a religious icon known as Omm) assuaging his troubles by spouting mindless platitudes and conferring “blessings of the state, blessings of the masses” upon him. The voice’s responses to THX’s confessions are clearly of the one-size-fits-all variety, and as the sequence goes on there is a visual cut to an image that appears to be somewhere within the depths of some great control room, and we see a spinning reel-to-reel confirming that the (now obviously one-way) conversation is being recorded by that state in order to study and inhibit the masses it professes to service. This same voice, in fact, is heard throughout the course of the film, at other confessionals as well as from the immovable mouths of the ubiquitous and expressionless robotic policemen. In a special feature of the 2004 DVD release of the film, Walter Murch recalled the challenge of finding a voice to embody THX’s oppressive, mechanistic society and how he and Lucas went about the problem:

One of the challenges for anyone making a science-fiction film in 1970 was to come up with a voice that would at least stand comparison with Hal in 2001... The day of recording came, and in walked a funeral director, and George laid out the dialogue and said, “I just want you to say these words as if you’re talking to the recently bereaved widow of somebody.”  [7]


The bleak implications of THX’s interaction with the voice render its otherwise soothing tones disturbing. The confessional sequence is also splattered with mechanical noises, distant voices, and various bits and pieces of room noise, carefully composed and mixed by Murch to effect a sense of hopeless and alienation as the silky voice placates THX with sinister suggestions to “be happy” and “increase production.”

            As THX returns to his home, we hear more alienating strings from Schifrin, this time a bit subdued, and acting as an underscore as we see one character speaking to another on screen for the first time. Interestingly, it is still a one-way conversation as THX does not respond to LUH’s repeated greetings to her mate. The tense, slowly-unfolding strings appear to move in some directionless Ligeti-inspired cannon of closely clustered pitches with no clear focus or goal, mirroring the futility of LUH’s solicitations. As the strings reach a low unison note, a wordless choir enters, seeming to herald the arrival of some important event but then peter out into nothingness, as if an unarticulated question left unanswered.

            The tension is suddenly interrupted by an humorous incidence of diegetic music as THX turns on his “holovision” and watches a pornographic image of a dancing woman while he is manually stimulated by a machine. The musical cue, a sort of blandly tribal-sounding percussion piece for congas, maracas, wood blocks and cowbell, adds a much-needed dose of comic relief to the film. However the humour is undermined by the depressing implication that holographic pornography and mechanical masturbation represent the apex of sexuality and desire allowed in THX’s society. As THX grows bored with sexual pornography he switches the channel to pornography in the form of violence: an image of a policeman repeatedly beating a subdued human in a fetal position with a nightstick. The repeated thud of the nightstick is viscerally disturbing paired with the facial expressions of the THX and LUH, the former sanguine and content, the latter clearly horrified but unable to reveal her emotions to her still-sedated mate.

            Another confessional scene follows, in which Omm comforts THX’s burgeoning sexual feelings for LUH (she has been replacing his medication with placebos) with further generic responses such as “yes, I understand” and “could you be more specific?” and tells him that he is a “true believer” whilst THX violently and loudly throws up in the confession booth. Omm’s ultimate Murch-telegraphed advice to THX is “Buy, buy more now, buy and be happy,” a recommendation that is juxtaposed with more of Schifrin’s sinister low strings. THX returns to his medicine cabinet and we hear the same “what’s wrong?” voice from the very first shot in the film, this time on an endless garbled loop as THX has passed out on the floor and is unable to hear the friendly, useless interrogation. LUH comes to his assistance, dragging him to his bed while the strings suddenly build to a harshly dissonant, muddled crescendo.

            In the next scene, THX has woken up and is now fully conscious for the first time in his life. He and LUH consummate their newly-found desire for one another in one of the film’s rare sequences of genuine intimacy and beauty. Appropriately, Schifrin scores the scene with a simple three-voice texture (flute, harp and vibraphone) with a clearly defined melody. In his book Sound Design and Science Fiction Walt Wittington writes of the scene:


The visual track uses a series of dissolves between the shots of the two lovers rather than direct cuts, offering a sharp contrast to the analytical montage style in other sequences. The sound track unifies the images by privileging the characters’ breathing and the musical underscoring... The music flows from, rather than drives, the sequence, providing a deliberate contrast to the rhythmic based score used throughout the rest of the film.[8]


Schifrin uses the harp and flute in melodic tandem to evoke a sense of individuality not heard previously in the film. He portrays this notion, exotic in THX’s world, through the use of eastern-inspired scales, and by utilizing a woodwind for the first time (muzak cues aside) in the score to represent the human breath. This is also the first scene in which two characters speak on screen directly to each other. Gradually however the ominous strings return as LUH warns THX that they are being watched and will be persecuted for their liaison. LUH’s paranoias are punctuated by the intrusion of deep tolling bell sounds paired with images of disapproving faces staring at them in silent knowledge of their crime. The love theme briefly returns as LUH and THX discuss plans to flee the city and live happily together.

There is another montage of garbled voices, overhead chatter and brooding monotone strings preceding the introduction of SEN to THX. SEN announces to THX his intentions to replace LUH as his roommate (because THX “rates very high in sanitation”), and the strings become even darker and more pungent as THX receives the foreboding news with confusion. SEN has “taken care of LUH” by hacking into the computer system to have her transferred to another room. In the following sequence THX is “mindlocked” while working his shift when the monitoring authorities discover his lack of sedation. The procedure is portrayed by Murch with a harsh, high-pitched saw-wave tone cluster as THX’s eyes roll back into his head. The mindlock precipitates a disaster in the facility as THX misplaces apparently volatile components used in the robot construction. THX is summarily arrested, tried and convicted.

THX is sent to a bleak, featureless white detention facility with no apparent boundaries where he is tortured by more policemen some type of electric cattleprod-like devices. Schifrin accompanies the sequence with another percussion-only cue, consisting of various African, Middle Eastern and Asian drums, bells and gongs. The instruments play a brief rhythmic pattern over and over again, suggesting the monotonous tedium of the torture THX is undergoing. Then we see him on an operating table with various devices measuring, taking samples and administering drugs to the prisoner. Murch accompanies the scene with more crafted mechanistic sound effects, and a ghostly, far off sound resembling a music box in the background, as if to lull the patient to a state of comfort as he is repeatedly poked, prodded and violated by the machinery.

THX is led back to the White Limbo, only this time we see him through a television monitor with poor reception. In one of the films more blackly comedic segments, he is experimented on by two unseen operators who discuss their work in dispassionate, analytic tones with no apparent regard for THX’s well-being. While THX’s body is remotely manipulated and contorted into agonizing twists and turns, the conversation we hear in snippets is of the technological minutiae of the equipment being used. THX is shown screaming with his hands over his ears, and we hear the first man calmly note “I don’t see any dissolution here at all,” while the second admonishes him “Don’t let it get over 4.7!”. The contrast between the images and the conversation is deeply unsettling. Furthermore, the dialogue does not explain the function of their work and reinforces the idea of the film as an artifact of documentation rather than narration. As always there are also the unexplained collages of mechanical beeps and buzzes.

Following the second torture scene there is a brief sequence, perhaps a dream, where LUH returns. She informs THX that they are going to have a child and the love theme returns as they embrace. However, the policemen soon return to enact further sadism on THX, and the percussive drumming resurfaces again. There follows an extended scene where THX meets other prisoners of the White Limbo (including SEN) who talk at length about escape and freedom but take no action. In contrast with the majority of the film there is no music and few sound effects during this scene, which serves as an appropriate representation of the barrenness of the prison and the ineffectualness of the prisoners’ ramblings.

Eventually THX grows impatient with their lack of progress and makes the decision to escape, on his own. He stands up and begins to walk off into the nothingness of the White Limbo, followed by SEN. Schifrin underscores the escape scene with plain, slow, dissonant organ tones, rising out of and falling back into the nothingness, illuminating THX’s and SEN’s feelings of isolation in the White Limbo.

As they make good on their escape, they emerge into a bustling hallway and are overwhelmed by a mass of bodies all making their way through the complex. The crowd noises here are extremely loud and some of the most interesting in the film. The sonic effect is a vast contrast from the near silence that preceded it, and was effecting by Murch in a very strange way. He recorded layer after layer of crowd noises, as well as waterfalls, sewage pipes, rushing air, and so forth. However upon piling them together he noticed that


...It wasn’t very loud... There was something about the chemistry of those sounds: they were all rushing sounds but none of them had edges, so that the ear couldn’t seize them...Then I remembered...that a few months earlier I’d been at the Academy of Sciences at two in the morning, recording footsteps. For some reason I’d put the recorder at one end of the African Hall, and stood at the other end and just shouted incomprehensible, guttural speech. It echoed in a beautiful way...I remembered that track and thought, I’ll add that one to the mix.[9]


Murch found that suddenly the overall effect sounded much louder than before, because the presence of the voice reacted “chemically” with the existing sounds in the montage to amplify and distort them, giving the ear a focal point around which to concentrate. In the finished mix the voice is not noticeable until you listen for it, but the overall effect is overwhelming.

We hear another brief excerpt of Muzak consisting of light-hearted accordion, organ and percussion, piped into a surveillance room where authorities are discussing the escape. Meanwhile, THX, having lost SEN in the confusion, goes into hiding with a new compatriot: a man who professes to be a hologram (this statement is not explained, and the character does not appear any different from anyone else visually, another instance of the film simply presenting the future in a documentary style). They journey through various areas of the complex, each one embodied by its own unique blend of industrial noises. Schifrin’s soundtrack looms in and out of the auditory field, utilizing aleatoric pizzicato strings and tabla. A flute enters as the tension mounts and the two seem to be nearing capture. We begin to hear a series of voiceovers of bureaucrats discussing the budget allotted to chasing the fugitives that continues throughout the rest of the film.

            In a brief interlude we see SEN wander into what is apparently a soundstage for recorded the religious propaganda. He breaks down and confesses his sins to a giant poster of OHM. Schifrin underscores SEN’s sincere repentance with Gregorian-style chant, which is contrasted by SEN’s subsequent murder of the monk who comes to question his presence in the temple. We return to the flight of THX and the hologram, brought to a Penderecki-like climax by a gradual and ominous, simultaneously descending and ascending glissando cluster of strings.

            The pair find themselves inside some kind of genetic engineering facility, and THX learns the fate of LUH: She has been “consumed” and her designation reassigned to a fetus. Schifrin commemorates THX’s loss with a final, brief fragment of the love theme. SEN is captured while THX and the hologram commandeer two automobiles and begin to race away from the complex as an old Muzak cue is recycled through the PA system.

            The hologram immediately wrecks his car into a wall, and his implied death is eulogized with a brief segment of the orchestral beginning of Bach’s St. Matthew Passion, a preview of the end credit sequence. THX races through subway tunnels pursued by police on motorcycles while low, brooding strings and organ gradually build and cut-out repeatedly. THX manages to evade his pursuers long enough to get to an escape ladder which leads to the surface. Just at this time the authorities, who have been discussing in the background for the last several minutes the rise in expenditures relating to THX’s recapture, announce that the project has gone over budget. In the climactic moments of the film the policemen call out helplessly to THX, beseeching him to return and promising, “You have nothing to be afraid of” as he climbs his way to the freedom above.

            As THX finally emerges on the surface, Bach’s St. Matthew Passion returns and we hear the choir part for the first time. Unlike those at the beginning of the film, the words of this choir are now clearly audible, providing a stark contrast to the bleakness of the rest of the soundtrack as a symbol of defiant hope. Yet, as THX holds his hand over his eyes to shield himself from the brilliant yet terrifying sunset, the implications of his long struggled-for liberty begin to become clear. Although he has finally broken free from his oppression, he has awakened in a world of uncertainty and isolation, a world as alien to him as the one he left behind.





Works Cited



LoBrutto, Vincent. Sound-on-Film: Interviews with Creators of Film Sound. Westport, CT: Greenwood Publishing Group, Inc, 1994.


Ondaatje, Michael. The Conversations: Walter Murch and the Art of Editing Film. New York: Random House, 2002.


Whittington, William. Sound Design & Science Fiction. Austin, TX: University of Texas Press, 2007.


Hubbert, Julie. Celluloid Symphonies: Texts and Contexts in Film Music History. Los Angeles: University of California Press, Ltd, 2011.


Bond, Jeff and Kendall, Lukas. “Back From the Future”. In THX 1138 Original Motion Picture Soundtrack [CD Booklet]. Culver City, CA: Film Score Monthly, 2003.


Lucas, George Dir. THX 1138: The George Lucas Directors Cut, 1970. Warner Home Video, Inc., 2004. DVD.


Pollock, Dale. Skywalking: The Life and Films of George Lucas. New York: Harmony Books, 1983.


[1]{C} Pollock, Dale. Skywalking: The Life and Films of George Lucas (New York: Harmony Books, 1983). 95.

[2]{C} Pollock, 96.

[3]{C}  Murch, Walter. Interview with LoBrutto, Vincent. Sound-On-Film: Interviews with Creators of Film Sound (Westport, CT: Greenwood Publishing Group, Inc, 1994). 84.

[4]{C} Schifrin, Lalo. Quoted by Hubbert, Julie. Celluloid Symphonies: Texts and Contexts in Film Music History (Los Angeles: University of California Press, Ltd, 2011.). 349.

[5]{C} Schifrin, Lalo. Quoted by Bond, Jeff and Kendall, Lukas. “Back From the Future”. In THX 1138 Original Motion Picture Soundtrack [CD Booklet] (Culver City, CA: Film Score Monthly, 2003). 8.

[6]{C} LoBrutto, 85.

[7]{C} Murch, Walter. “Theatre of Noise”. THX 1138: The George Lucas Director’s Cut. Dir. Lucas. 1970. Warner Home Video, Inc., 2004. DVD.

[8]{C} Wittington, Walt, Sound Design and Science Fiction (Austin, TX: University of Texas Press, 2007), 83.

[9]{C} Murch, Walter. Quoted by Ondaatje, Michael in “The Blue Looked Dead” The Conversations (New York: Random House, 2002). 245-246.