There is a rumor, however untrue or unbelievable it is, that Joel McNeely was the man who originally composed the Star Wars opening theme, and that John Williams merely swiped it from him before the copyrights could be finalized. When you listen to Star Wars: Shadows of the Empire, your ears will want to believe it, but your brain will not let you, because you know McNeely is too different.

"So what is this," you might ask, "a soundtrack with music that was never in the game?"

Almost. The soundtrack CD to Shadows of the Empire was produced and released several months before the game was ever finished. It was not based on the Nintendo 64 game but on the book of the same name. This is not as unlikely as it sounds, since many famous classical music pieces were originally based on epic literature, such as Carl Orff's "Carmina Burana", (which "One Winged Angel" is based on) or many of Wagner's pieces; this concept is part of McNeely's inspiration.

Several tracks were then taken from the CD and used in the game, along with some of John Williams' own themes. Some of the more memorable tracks from SoTE were used, such as the rousing "Beggar's Canyon Chase", the evil sounding "Xizor's Theme", the slow and disgusting "Into the Sewers", and the grand finale, "The Destruction of Xizor's Palace". So as you can see, this soundtrack was born out of unique circumstances.

The music itself is for the most part of the large, epic sounding type, performed by the Royal Scottish National Orchestra and Chorus. The production values are immediately apparent once you hear the flawless performance of the Star Wars "Main Theme". There's a lot of strength in the execution and style of the music; there's a lot to like.

Unfortunately, there might be a lot to dislike too, depending on who you are. if you are one of those diehard Star Wars fans expecting to hear yet another CD bloated with even more variations on Luke's theme, Yoda's theme, The Imperial March, etc., then I pity you. You won't find any of that. While some of those themes are here, they are very brief and very underplayed; they will only appear twice. If you are the type just looking for a good listen, it's not necessarily the best stuff ever written, but it's lots of fun and very dramatic.

There are many memorable themes on this CD, the kind you may catch yourself humming or just remembering at inopportune moments. Some tracks are fast paced and some are peaceful and ethereal. In either case, there are choral arrangements sprinkled all about. Take "The Destruction of Xizor's Palace", for example. Ten minutes long, it begins slowly, almost boringly, then picks up and raises its pace quickly until it reaches a final, battling climax and settles down after its celebrational crescendo. You know you'd want to sing it if only you knew what they were saying. Then on the other hand, there's the "Imperial City", which really *would* have you imagining a green forest full of magic faeries if only it wasn't so attached to Star Wars stuff. Again, the music really carries on the Star Wars tradition of epic, symphonic music, and yet in the process (like the Episode One soundtrack did) it may alienate those hoping to hear "The Asteroid Field" blasting at them for the millionth time in the millionth way.

Shadows of the Empire had a lot to live up to. Aside from some slow-moving diversions, I think it lived up to the Star Wars legacy. It's worth the money. Plus, as an extra side item, if you put the CD on your computer, you get a slideshow gallery of Star Wars paintings and some other background info. If there was really one complaint that could be leveled at this CD from me, personally, it would be the fact that McNeely's talent in this occasion is chained down by the Star Wars universe. The fact that he was basing the compositions on a book, rather than a film or game, was an interesting process. He was allowed more freedom in his compositions, but I feel he would have had even more freedom composing something from the depths of his own imagination. But then he wouldn't have sold as many copies, would he?