The John Williams Blogathon: How to Steal a Million (dir. William Wyler, 1966)

This is for the John Williams blogathon, celebrating the great composer’s 90th birthday. Check out Taking Up Room for other contributions!

John Williams is most associated with the grand, sweeping scores that made him a household name in the 1970s and 1980s. However, the man’s talents are far more diverse than the casual movie fan might realize. This is apparent when examining Williams’ early scores, back when he was “Johnny” Williams.

“Johnny” Williams often collaborated on scores with other studio composers and worked as a pianist for movie music heavyweights like Henry Mancini and Jerry Goldsmith. He first cut his teeth on solo scoring while working on the 1958 B-picture Daddy-O. He would also write scores for television during the late 50s and early 60s. However, he started to enter the big leagues around the mid-1960s. Williams considers the 1966 caper comedy How to Steal a Million a landmark in this regard.

Before I examine his score, I’d like to give some background information as well as my opinion of How to Steal a Million, one of my go-to feel-good movies and in many ways the end of an era even if it was otherwise an early chapter in Williams’ career.

Image source: DVD Bash

How to Steal a Million marked the final collaboration between Audrey Hepburn and William Wyler, the filmmaker who made her a superstar in Roman Holiday. The star and director would make two more movies together. Earlier in the 1960s, they’d collaborated on The Children’s Hour, a socially conscious drama that took Hepburn out of her comfort zone as a schoolteacher accused of lesbianism. Wyler tried casting Hepburn as the kidnapped heroine of his 1965 suspense-thriller The Collector, but the darker material put her off. When he tried again with his next film, a heist movie based on the short story “Venus Rising,” Hepburn accepted.

Charles Bonnet: criminal or unconventional genius?

The plot follows Nicole Bonnet (Hepburn), the chic daughter of proud art forger Charles Bonnet (Hugh Griffith). Nicole is wary of her father’s profession while Charles sees himself as an artist who’s only ripping off silly rich people and therefore doing no real harm. While the two live well on his forged masterworks, this dubious livelihood is threatened when one of the fakes—the Cellini Venus, a nude statue passed off as a Renaissance original—is purchased by a museum that intends to scientifically test it for authenticity. Fearing her father will be arrested, Nicole teams up with the handsome Simon (Peter O’Toole), a so-called cat burglar, to steal the Venus before any tests can be made. Inevitably, the two fall in love during the heist, but is Simon who he claims to be?

Like any heist movie, plenty goes wrong, like our burglars being trapped in a broom closet.

One thing which sets Million apart from other Hepburn movies is the leading man. Peter O’Toole was only three years younger than his co-star, who tended to be paired with men old enough to be her father. While the two stars were polar opposites, they got along well, cracking one another up on the set much to Wyler’s chagrin (“They react on each other like laughing gas, and the trouble is they’re in almost every scene together.”). Their chemistry was so strong that the press tried stoking up rumors of an affair, but this was not the case.

Hepburn and O’Toole in a rare moment of not cracking one another up on the set. Image source: DVD Bash.

For the most part, filming went by smoothly. Wyler and Hepburn enjoyed working European hours (from noon until 8pm), and everyone seemed to be having a lark working on the lightweight material. Hepburn’s favorite designer Givenchy would clothe her in over twenty outfits, the most stunning being a black, lacy confection complete with a mask. Much to her joy, Hepburn also became pregnant during the production, though she did not let anyone on-set know.

This black, lacy outfit is one of my favorite movie costumes ever and I am so sad Hepburn only wears it in one scene. Image source: DVD Bash.

The only debilitating production issue came from George C. Scott, originally cast as an American art collector intent on procuring both the Cellini Venus and Nicole’s heart. He was repeatedly late, leading to his being fired from the film. Wyler was able to get Eli Wallach to leave the Broadway production of Luv on short notice so he could fill Scott’s part. While Wallach was reluctant to abandon his previous commitment, his understudy Gene Wilder was able to take over. Wallach ultimately enjoyed working with Hepburn, who he saw as considerate and professional. In his memoir, he recalled her kindly offering to remove her shoes to accommodate his height during an on-screen kiss.

Million was released to tepid reviews and positive though not phenomenal box office. The lightweight, unapologetically silly material put off critics like Pauline Kael (who described the film as “blah”) and Bosley Crowther (who accused the script of being “preposterous”—meanwhile, water is wet). This negative perspective remains touted by many critics—read any Hepburn biography or Wyler retrospective and Million is still marked as superficial and laborious. However, hang out with classic movie fans and you’d think it was considered an ironclad comedy classic. I’m certainly among them, though I think I can sort of get why the critics react as they do… even if I still think they are 100% wrong.

This movie also has the distinction of featuring the thirstiest “cleaning up for fingerprints” scene of all time, as seen here when Nicole practically kisses the places where Simon touched the frame.

How to Steal a Million came out during a strange time in Hollywood history. Old Hollywood had yet to give up the ghost, but it was clear by 1966 that former tastes were going into eclipse. The big epics and splashy musicals that had packed people in were no longer selling as readily as they once did. Many of the classic era stars were either retiring or found their glamorous images falling out of fashion. Arguably, there had not been such a disruptive shift in moviegoing tastes since the dawn of talkies in the late 1920s.

Image source: DVD Bash.

You could call Million a last hurrah for the Old Hollywood that made Hepburn and Wyler famous. You could even argue it’s at heart a 1930s screwball comedy in 1960s clothes. Wyler would shortly retire after making two more movies (one of them being the classic comedy Funny Girl). For a brief time, it seemed Hepburn would continue to make films, ones more in keeping with the times. Her two subsequent projects before her semi-retirement, Two for the Road and Wait Until Dark, would be far more evocative of the changing world of the 1960s: Two for the Road with its unconventional structure and troubled view of marriage, and Wait Until Dark with its gritty crime elements and brutal finale. This drastic shift was done in part to keep Hepburn from losing touch with her public, perhaps even in response to How to Steal a Million’s relatively lukewarm box office. Hepburn herself might have been concerned about the critical consensus which claimed she was on autopilot in Million, playing a smitten ingenue long after she was too old to essay such roles (she was 36 at the time of filming).

For my money, Nicole Bonnet was Hepburn’s last great comedic role.

I can see where they’re coming from in that Nicole is essentially another variation on Sabrina Fair or Jo Stockton, a wide-eyed young woman just awakened to romantic love. But autopilot? No way! I think Hepburn’s comic timing and sizzling chemistry with O’Toole set her performance apart. She knows she’s in a silly movie but never goes too over the top in her approach. The same applies to O’Toole, who proves a great comic and romantic partner. He screened several Cary Grant movies while preparing for the role, hoping to evoke Grant’s iconic blend of humor and elegance. He succeeded, striking the golden mean between goofiness and Prince Charming dreaminess with his lanky body and big blue eyes. The two are a movie team for the ages and it’s sad they never made more films together.

Overall, this is just an enjoyable lark of a film, a sexy but innocent caper suffused with mod Parisian glamor and enhanced by Wyler’s confident, polished direction. The heist is undoubtedly improbable and the love story is nothing less than a fairy tale in which two beautiful, witty people fall for one another within minutes– but the movie was never going for stark realism! If the movie has a chief flaw, it’s that it’s about fifteen minutes too long for such a frothy confection. However, the majority of the movie is so delightful that it hardly seems worth it to protest. This is the sort of movie you watch to escape the doldrums of reality, not to be reminded of it.

But how about the music? What does our “Johnny” Williams contribute to How to Steal a Million?

Williams’ music suits the movie perfectly. The key adjective for every element of Million is “playful,” and the score is no exception. Williams has a field day with different styles and instruments, particularly a brief electronic piece that drips with 60s-ness. This isn’t the grand Williams of Jaws and Star Wars. Here, he’s clearly indebted to Henry Mancini. As with Mancini’s work on The Pink Panther franchise, Williams’ music here is jazzy and bright, but also multi-faceted enough to never become predictable or mere glamorous background noise.

The main title music perfectly establishes the lighthearted tone and Parisian ambiance.

In his excellent podcast episode on Williams’ score, The Baton host Jeff Commings observes how Williams uses the movie’s central theme in different emotional contexts throughout the story. Over the opening credits, the theme captures the farcical business of the heist, promising comedy and light thrills. Later, the same melody is played in a romantic manner when Simon kisses Nicole for the first time. Both Hepburn’s reaction and the swooning music emphasize how Nicole’s strait-laced world has just been upturned.

The hectic main title reimagined as a tender love theme.

(The love theme was also turned into a marketable pop ballad titled “Two Lovers,” complete with cheesy lyrics. Needless to say, I absolutely love it.)

“Two lovers stealing through the night/To steal what might be always”

One interesting element of the score that Commings notes on his podcast is that Williams avoids using too many French cliches despite the Parisian setting. The concertina makes an appearance in one place and the French national anthem is briefly referenced, but otherwise, Williams rejects to do the obvious, showing how willing he was to challenge himself even on a light comedy.

Other themes are used for humor and suspense. The fanfare which plays when the Cellini Venus is transported in an armored truck is serious and varied, playing up the humor of the passerby’s awe of what they don’t recognize as a fake. For example, as the truck passes a group of priests, the music briefly booms with church organs as the holy men cross themselves in reverence for the Cellini.

During a delightful sequence often referred to as “the key scene” by fans (I won’t spoil it if you haven’t seen the movie), Williams concocts a light, groovy melody with electronic instruments (apparently his first time using electronics in his work). Musically, it’s a stand-out moment because of this difference in instrumentation, but it doesn’t feel out of place or dissonant at all. It always makes me smile and is destined to get stuck in any viewer’s head for hours afterward.

I could not find the truck fanfare or the key theme in isolation, but they are included in this suite from the wonderful Soundtrack Fred on YouTube. The truck fanfare is at 3:11 and the key theme is at 9:14.

On the whole, the score is a joy to listen to, even isolated from the movie. Like Million itself, the lightness of the music often causes critics to undervalue it. I have heard some complain there is nothing of the later, more iconic Williams on display here, that this is all just “typical 60s fluff,” and therefore this makes the music subpar. That’s a pretty lame criticism. As it is, this is an above average effort, an infectious soundtrack with memorable melodies that perfectly accentuate the accompanying film.

Both How to Steal a Million and Williams’ music deserve their just dues—no, not as high art, but as cinematic champagne from a turbulent era. Charming and funny, the film is a fond farewell to Hollywood’s golden age and the perfect antidote to a bad day. I will always go to bat for both movie and score, critics be damned!


Audrey Hepburn by Barry Paris

Enchanted: The life of Audrey Hepburn by Donald Spoto

“Episode 13 – How to Steal a Million,” The Baton podcast,

The Good, the Bad, and Me: In my anecdotage by Eli Wallach

John Williams interview,

Peter O’Toole: A biography by Nicholas Wapshott

William Wyler: A guide to references and resources by Sharon Kern