Shadows of the Empire ( soundtrack ) The " Shadows of the Empire " soundtrack is a musical score by Emmy Award - winning composer Joel McNeely which was inspired by author Steve Perry ' s 1996 novel of the same name . The score , much like classical program music of the past , is based on a piece of literature rather than a motion picture . While McNeely set out to make an eclectic piece of his own style rather than try to imitate John Williams , three familiar themes from the movies can be heard in tracks one ( " Main Title " and part of " Carbon Freeze " ) , eight ( " The Imperial March " and " Force Theme " ) , and ten ( " The Imperial March " ) . The 51 - minute score , conducted by McNeely , was performed by the 90 - piece Royal Scottish National Orchestra and 150 - piece Chorus in , in early 1996 . The album was released by on April 23 , 1996 . In addition to the score , the CD contained exclusive CD - ROM features with behind - the - scenes content . Origin . In the early 1990s , Robert Townson of Varèse Sarabande Records worked with Lucasfilm to release four soundtrack albums of music composed for " " . Around that time , he and Lucasfilm ' s Lucy Autrey Wilson discussed the idea of an orchestral soundtrack based on the by Timothy Zahn . The idea did not come to fruition at the time , but when the " " project came along , the two decided that it would be the perfect opportunity for a " Star Wars " score based on a novel . Townson ' s first choice for a composer was Joel McNeely . Aside from previously conducting several score re - recordings for Varèse Sarabande , McNeely had scored the film " " as well as numerous episodes of " Young Indiana Jones " for Lucasfilm . McNeely initially turned down the offer because he was working on two other films at the time , and so the project was temporarily shelved ; however , when a two - week window opened up in his schedule , he signed on to write the score . Creation . Writing . The idea for a score based on a work of literature was inspired by classical program music by composers like and , of which Townson considers film scores to be the modern extension . He met with McNeely to discuss the project and provided him with Ralph McQuarrie ' s concept paintings of Coruscant for inspiration . McNeely chose to use the existing music of " Star Wars " as thematic pillars rather than give a " poor man ' s imitation of John Williams . " He set out to make an " eclectic " piece that would tell the story of the characters and events through music , much like a film score . However , since there was no film , McNeely was not having to work against a temp track , sound effects , film timings , etc . He enjoyed the ability to imagine different scenarios and react to them " without fear of fighting another element . " Unrestricted by film timings , McNeely was able to focus on certain elements as long as he liked , noting that " Every passage [ of the score ] represents some person , place or event in this story . " Recording . The three recording sessions for " Shadows of the Empire " were held in Glasgow , Scotland on February 24 and 25 , 1996 . The score was conducted by McNeely and performed by the Royal Scottish National Orchestra and Chorus , made up of a 90 - piece orchestra and a 150 - piece choir . The score was then mastered at in , , since there was no time to return to the for mastering . Release . Before the " Shadows " album was released , selections from the score were performed in concert by the Royal Scottish National Orchestra at Scotland ' s Royal Concert Hall in Glasgow on March 3 , 1996 . The concert , conducted by McNeely , also featured selections from scores such as " Vertigo " , " The Bride of Frankenstein " , and " Spartacus " ; after an encore , McNeely was reportedly beckoned back to the stage for five ovations . The " Shadows of the Empire " album was released by Varèse Sarabande Records on April 23 , 1996 on both audio cassette and compact disc . In addition to the score , the CD contained exclusive CD - ROM features . The album featured the same Drew Struzan cover artwork as the novel . It also included liner notes with brief plot summaries and commentary for each track by Townson and McNeely , as well as the text of Dha Werda Verda and notes from Ben Burtt . Selections from the " Shadows " score were later used in the , as well as the audio book , along with Williams ' music from the original trilogy . Reception . In the years since its release , " Shadows of the Empire " has been generally well regarded . The album maintains an average 4 . 5 out of 5 star rating on both Amazon . com and the iTunes Store . Most film score critics have very few negative words for the score . Jonathan Jarry of SoundtrackNet remarked : " The writing is unabashedly Romantic in inspiration and follows in Williams ' footsteps from the original trilogy , McNeely putting his own spin on that galaxy far , far away [ … ] " Filmtracks ' Christian Clemmensen said that " the score remains a hidden gem for " Star Wars " fans to discover and enjoy . " According to Soundtrack Express ' Tom Daish : " If [ McNeely ] ever were to score a " Star Wars " film and it was even half as good as this , we ' d be in for a treat . " Tunequest remarked that the highlight of the score was " The Seduction of Princess Leia , " saying that the piece is " built around a fabulous freakin ' waltz , a first for Star Wars . " Others praised " Night Skies , " particularly for its usage of the Force Theme ; Jonathan Jarry claimed that " [ t ] his is the way the theme always deserved to be treated . " Soundtrack Express applauded " The Destruction of Xizor ' s Palace " for ending with " a spectacular hymn for orchestra and chorus ending in as fine a style as any of the movies ( and some might say better than the ever so slightly annoying finales to " Jedi " or " The Phantom Menace " ) . " The main complaint shared by reviewers was that not enough of John Williams ' themes were used . Soundtrack Express ' review regretted that " The Seduction of Princess Leia " did not include " even a hint of Leia ' s theme which could have been interpolated to interesting effect . " Jonathan Jarry remarked : " The only regret comes from not hearing nearly enough of Williams ' quintessential themes from the saga , especially since McNeely ' s Force Theme treatment reveals his strong grasp on how to present a theme with a maximum wallop . " Christian Clemmensen also felt the absence of established themes , but admitted that " McNeely ' s own action material is often very strong , opting out of Williams ' tactic of producing frenzied dissonance mixed with his highly dense structures . " Perhaps the most outspoken critic of " Shadows " is none other than composer Joel McNeely himself . A decade removed from the project , McNeely says that he doesn ' t listen to the piece much , but that when he does , he hears " the fact that it was written in two weeks , " claiming that it is not his " shining hour . " However , ScoreNotes . com ' s Tom Hoover is quick to point out that " a lot of folks would disagree with that . " Dha Werda Verda . Ben Burtt , who has developed numerous alien languages for " Star Wars " , wrote a poem called " Dha Werda Verda " to be sung by the chorus . McNeely asked that Burtt " make the language Germanic with hard syllables , very harsh and guttural . " McNeely then used pieces of the poem out of context in his compositions . The poem — the discovery of which Burtt ties into characters and events he developed for the " " cartoon in the mid - 1980s — details the ancient conflict between the Battalions of Zhell and Coruscant ' s primitive ancestors , the Taung s . According to the poem , the battle of the two peoples was interrupted by a volcanic eruption which wiped out the Zhell , and the site of the battle eventually became Imperial City millennia later . While Burtt ' s original liner notes don ' t specify the name of the text ' s language , more recent Expanded Universe lore hints that the words may actually be an ancient form of Mando ' a . Tracks . Main Theme from " Star Wars " and Leia ' s Nightmare . This track begins with John Williams ' classic " Main Title . " After a short piece by McNeely which recurs later in the score , another Williams piece is used — " Carbon Freeze " from " " — representing Leia Organa ' s nightmare flashing back to the time when her lover , Han Solo , was encased in carbonite . After the usage of " The Imperial March , " the cue ends with a short coda by McNeely as Organa wakens from the nightmare . The Battle of Gall . Dash Rendar gives Lando Calrissian the location of Boba Fett ' s " Slave I " ( and , thereby , the frozen Han Solo ) : Gall , a moon in the Outer Rim Territories . At the Battle of Gall , Luke Skywalker and Rogue Squadron face off against the Empire while Calrissian , Organa , Chewbacca , and Dash Rendar go after Fett . This eight - minute battle cue starts off slowly and builds as the action unfolds . Halfway through , the piece slows down to introduce the " Alliance Battle Hymn , " a theme that reappears near the end of the score . After this , the action music continues . Imperial City . This piece begins with a representation of the approach to Imperial Center from space , musically expressing the " spectacular sight " of the planet . Chords rise to represent the seemingly endless height of the skyscrapers . After the brass play a welcoming fanfare , a " reflective " theme explores Monument Plaza . After the main theme for Imperial City appears , the track closes with a reprise of the rising chords from earlier in the piece . Beggar ' s Canyon Chase . On Tatooine , a swoop gang attacks Luke Skywalker at Ben Kenobi ' s hut . Skywalker commandeers one of the swoops and heads to Beggar ' s Canyon . As Skywalker ' s chase with the gang comes to a close , the piece ends with a brief statement of Dash Rendar ' s Theme as Rendar rescues Skywalker . The Southern Underground . This piece is a reflection of the " quirky environment " Organa and Chewbacca find themselves in as they travel through Coruscant ' s Southern Underground . Deep below the planet ' s surface , this area of Coruscant never sees sunlight . It is a smelly , moldy locale full of beggars and other unsavory characters . Organa and Chewbacca must pass through the area to meet up with Spero , a Ho ' Din who will provide them with information about Black Sun . Xizor ' s Theme . Prince Xizor , the Falleen leader of the criminal organization Black Sun , is a formidable foe for both the Rebel Alliance and the Empire . As with the " Imperial City " piece , this track was intended to take a journey through Xizor ' s Palace , starting deep below with echoes from Xizor ' s prisons . Representing both the horrors of his crimes and his fine taste , the piece contrasts " ugly motifs " with classical segments . In the last two minutes of the track , the actual theme for Xizor begins . According to the composer : " When I first read the book , my initial impression of Xizor was — ethnic . Something Middle Eastern , slightly primitive in style , but with a real seductive side , a lot of drums . " McNeely uses the main melody for the reptilian Xizor , then includes a section led by strings to represent Xizor ' s romantic side , but finally finishes the piece with the " angry " ethnic melody , claiming that " the primal ultimately wins out . " " Xizor ' s Theme " was later included on Varèse ' s " In Session : A Film Music Celebration " and " Varèse Sarabande : A 25th Anniversary Celebration " compilation albums . The Seduction of Princess Leia . This waltz is inspired by the scene in which Princess Leia Organa goes to Prince Xizor ' s Palace to seek the aid of Black Sun . The piece begins with a motif representing the emitting of Xizor ' s Falleen pheromones which begin to seduce Organa . As their passion intensifies , so do the speed and energy of the waltz . After the pheromone motif repeats , the piece takes a lusher , more romantic turn as Organa ceases to resist . A final appearance of the pheromone motif is broken up with a musical representation of Chewbacca interrupting by pounding on the door . Night Skies . In this piece , both Xizor ' s Theme and Darth Vader ' s Theme ( The Imperial March ) are played more softly than usual as the respective characters experience reflective moments . Xizor first ponders on Organa ' s rejection of him and finds himself only more attracted to her . Then , Vader tries to contact his son Skywalker through the Force , and McNeely uses the choir " as a very quiet , reflective element about a man having a moment of introspection at a pivotal point in his life . " After a bold statement of Williams ' " Force Theme , " the Imperial March returns as Vader learns the history of Xizor ' s family . Into the Sewers . In this scene , Skywalker , Chewbacca , Rendar , Calrissian , and Benedict Vidkun must travel through sewage tunnels to break into Xizor ' s Palace to rescue Organa . McNeely calls this composition the " musical equivalent of walking through sludge of unimaginable olfactory repugnance . " The Destruction of Xizor ' s Palace . In what Robert Townson called the " big finale cue , " McNeely uses the choir " as a power element for the climactic destruction of Xizor ' s palace as the orchestra plays with great fury and bombast . " This ten - plus minute long finale piece begins with a choral presentation of " Dha Werda Verda " as Skywalker , Calrissian , Rendar , and Chewbacca break into Xizor ' s palace to find Organa . Once she is discovered , the music begins building until they run into Xizor , and then Calrissian sets a thermal detonator . The group then escapes the doomed palace and engages in a battle against Xizor ' s forces and the Imperials , eventually prevailing to fight the Empire another day . In addition the use of Xizor ' s Theme , this track features multiple instances of the Imperial March , acknowledgment of which is curiously absent on the rear cover of the album case . After nine minutes in , the Alliance Battle Hymn makes another appearance , followed by a " triumphant passage signaling the end of another great adventure . " Album details . Enhanced CD features . The enhanced CD contains several features including an introduction with an overview of the " Shadows of the Empire " multimedia project , biographies on Steve Perry , Jon Knoles , Doug Chiang , John Wagner , and Michael Butkus , galleries and biographies from artists Ralph McQuarrie , Drew Struzan , Hugh Fleming , and Kilian Plunkett , information about Joel McNeely , Ben Burtt , the Royal Scottish National Orchestra and Chorus , Robert Townson , Matthew Joseph Peak , and Varèse Sarabande Records , and information about the book , the game , the comic series , and the toys based on the characters . The music section also features the entire " Music of the Shadows " chapter from " " , recording session photographs by Matthew Joseph Peak , and other text also printed in the album ' s liner notes . The liner notes of the booklet give brief plot summaries for each track of the corresponding sections from the novel . McNeely wrote , " Unlike with film music , I have been allowed to let my imagination run free with the images , characters and events from this story . I have also had the luxury to loiter as long as I like with a character or scene . Every passage represents some person , place or event in this story . " Credits . The Enhanced CD features include a full credit listing for the Royal Scottish National Orchestra and Chorus : Misconceptions . There are a number of rumors and misconceptions surrounding " Shadows of the Empire " , including that John Williams was offended at " not " being offered the project ; that Williams and McNeely are good friends , and that Williams personally recommended McNeely for the project ; that the score was written for the " Shadows of the Empire " video game ; that Williams made a musical homage to " Shadows " in his score for ; and even that " Shadows " was the first official " Star Wars " music not written by John Williams . Additionally , almost as early as a year before the release of " Revenge of the Sith " , a clip titled " Approaching the Battle " — actually made up of the Star Wars Main Title mixed with " Night Skies " — made its way around the internet and file - sharing networks claiming to be music " stealed [ " sic " ] from Lucasfilm " from the forthcoming " Star Wars " film . The hoax persisted through to the release of the actual score in 2005 .