How Nicholas Britell Made Star Wars Sound Nothing Like Star Wars


Within the aesthetic of Star Wars, the operatic sweep of John Williams’s score is as definitive as TIE fighters or lightsabers. But when composer Nicholas Britell signed on to Andor, the 24-episode prequel series to the 2016 film Rogue One: A Star Wars Story, he started with “a total blank slate.”

“We wanted it to feel very different from what you might have experienced before, both structurally and musically,” Britell says of series creator Tony Gilroy’s decision to position Andor in unexpected places both narratively and sonically. The heavy use of analog synthesizers and electronic music deviates from the more orchestral sounds of the main trilogies as well as Michael Giacchino’s soaring Rogue One symphonies. “Every episode has a different soundscape, so with every episode, we would start from the perspective of, What are we doing here? We’d have to create whole new sonic concepts.”

The result is a score as essential to Andor as Gilroy’s scripts or Diego Luna’s lead performance: a nuanced, unpredictable and invigorating musical achievement featuring more than 300 individual pieces. Britell, whose first movie-theater experience was Return of the Jedi at 3 years old, recorded orchestra sessions at the legendary Lyndhurst Hall in London’s AIR Studios, while some diegetic pieces were performed on set by the series’ sprawling ensemble. Britell and Gilroy collaborated closely for two years on the first season (the soundtrack of which has been released in two volumes, with the third slated for December 2) and are already working on season two. The effort of the first 12 episodes took on an “almost superhuman scope,” Britell says, and here he explains how he created some of their most meaningful musical moments.

Andor has a simple opening-credits sequence: the theme plays as the series’ title card and logo surface. But Britell recorded a different version for each episode: sometimes using only synths or cellos, or featuring the entire amateur band that performs at Maarva’s (Fiona Shaw) funeral for the season finale.

The piece itself is kind of asking a question. It doesn’t announce itself right away — Cassian doesn’t know who he is — so the music starts with lurking. There’s this strange pulse. Is it a synthesizer? Then the elements of music start coming in, and then there’s this large crescendo, and then immediately it’s out again. Even the shape of that piece was a metaphor for our own journey with the show. It doesn’t know what it is right away, and you get a glimpse, and then it’s gone. By tailoring it to each episode, you get a different lens: Here’s where we’re going, here’s where we’ve been.

I remember playing Tony that idea in the middle of 2021. There were so many possible permutations that we couldn’t really decide. Then it was like, “Well, maybe we don’t have to.” More is more. It gave us a way to customize and show all the realms of possibilities the series itself presented. I don’t know yet about continuing that in season two. It’s certainly possible.

I really like episode nine’s title sequence, the total synth one. It’s so out there from what I imagined I would do for the show. Growing up in the ’80s, I was definitely drawn to that older synth sound, and when I saw it resonated for Tony, I was like, Would there be a way of melding these older synthesizer sounds with the orchestra? And in episode 12, the Ferrix funeral band is playing the main title theme. It was very important that it actually feel like the local townspeople were playing it.

The season premiere, “Kassa,fills in Cassian’s backstory: He was born on the planet Kenari, which was mined by the Empire but fell into ruin after an accident killed most of the adults and left the children to fend for themselves. The episode’s title is the nickname given to Cassian by his sister, for whom he has spent years searching after his adoptive parents, Maarva and Clem (Gary Beadle), took him from the planet to save him from Imperial forces.

In the first three episodes, the music is there to provide a sense of atmosphere. I wanted it to not overtly announce itself but slowly and subconsciously appear. In the same way a physical photo changes color, our memories have these hues to them, these different shades of feeling. On Kenari, I wanted to create that sense of a lost world and of childhood. On Ferrix, you’re literally hearing metal clanging in the percussion; on Kenari, you’re in a forest, a junglelike environment. There was a sense of wood blocks, of percussion, of literally branches and leaves.

I wanted every place to have its own unique fingerprint. I recorded almost every month for a year, and early on I did a lot of percussion sessions in London. At times, it looked like a junkyard garage sale because we brought every possible thing you could bang on to the studio. A lot of sonic creation went into Kenari; there is also a string motif mixed with a synthesizer. When you first see that ship smoking and about to crash, there’s this shaking sound of percussion, almost like an alarm. You hear that throughout Kenari, this sense of building tension. Each episode has its own kind of tension concept.

It was helpful thinking about Cassian on Kenari. There’s a wistfulness, a sense of loss — that’s a whole other side of him. You can’t go back, you can’t go home again. Some of that is very structural — we hear certain ideas on Kenari but then we also hear those ideas on Ferrix. That’s one of the wonderful ways music tells a story: We can feel a past we’ve actually created.

Cassian grew up on Ferrix and lives there when the series begins. Ferrix has, in Britell’s words, “a metallurgical, masonry, builder kind of culture” with a rebellious, anti-authoritarian streak. As the galactic security firm Preox-Morlana notes, Ferrix has “its own way of doing things,” which becomes evident through the Beskar-steel-anvil–playing Time Grappler, who signals time of day for the townspeople, as well as the secret musical language they use to warn of impending danger. 

Tony lives about 11 blocks from me on the Upper West Side, so he would come over and we’d sit for five to six hours at a time every week, multiple days a week, for months and months. Tony and I actually created that Time Grappler sound using things like pipes in his basement. The Beskar steel is a warped pipe we banged on, and I would do all these manipulations to it.

For the Time Grappler with the anvil, we have a whole musical lexicon where the different tones he plays correspond to different signals to the Ferrix community. There’s “We Begin” and “End of Day.” One’s called “Feed Someone You Know.” This is a culture where music has a meaning. People aren’t just looking at their watches; they’re waiting for the Time Grappler to tell them, Where are we right now? What do we do? And the percussion alarm sequence in episode three — that’s a musical suite I wrote every element of. That is a specific rhythm, a signaling language, that we had everyone learn on set.

There’s this constant question of, how much does the music in the world impact the music in the score? The score is our world and then there’s diegetic music in the world. When they wink at each other, there’s something subconscious about that — it brings you even further into the show when you feel that. It was really figuring out the sounds in the world first. That was my way in, literally, to Andor.

Myriad resistance-related activities are overseen or organized by Luthen Rael (Stellan Skarsgård), who leads a double life; as a free-spirit antiquities dealer in the Imperial City of Coruscant, he specializes in rare artifacts and endless flair. That cover allows him meetings with allies like Senator Mon Mothma (Genevieve O’Reilly). Outside of Coruscant, Luthen is a cunning strategist willing to do anything to further anti-Imperial actions — as long as he remains protected himself. 

Tony showed me the scene where Luthen is readying himself, putting on his face, putting on his hair. It’s not just, I’m playing a role — there’s a sense of, Who am I? What am I doing? And This is now my life. He’s giving his life for the cause, and so it has a sense of loss and yearning. From our orchestra, there’s a rich swelling sound to those strings that Tony was drawn to. You hear a grandeur, but there’s a personal sadness.

There’s a type of felt-piano sound I used in regard to Luthen and Kleya. You also hear it between Cinta and Vel at some of their more poignant moment. It’s almost subconscious; it’s miked so closely that you really hear the mechanism of the piano and the felt on the hammers hitting the string. I’m very drawn to those sounds that have a kind of imperfection to them. You feel the physicality of the sound and how it was made.

Cassian dreams of taking Maarva somewhere warm and carefree, and after he pulls off the Aldhani heist and receives his payout, he tries to entice her to go to Niamos with him. The planet is basically Star Wars’ Florida, with beaches and fancy drinks, and it’s introduced via an absolute banger of a track that Britell says is a hit all around the galaxy — including on Morlana One, the planet where Cassian kick-starts the series’ story

I loved working with Tony. I would suggest something, and it was never “No,” it was always “Let’s try it.” The great example is the Niamos piece. That began as on-camera music when you first see Cassian on Morlana One, as he’s going down the stairs from the causeway. There are all these clubs he’s passing, and each has its own track; I had to write all those diegetic sounds that would last like nine seconds. I think they’re all pretty good. Then when we got to the brothel, we needed a track that would last quite a bit longer, that would really play as Cassian was asking about his sister. We wanted it to give you a sense that this — especially in episode one — is not a Star Wars we’ve seen before. There’s an intensity and grittiness to this world. We’re about to see Cassian kill these people. How do we make you feel like you’re somewhere else? Even the way they mixed it: That track is playing loud in the club, and there’s another track, “Morlana Drop,” that plays as well.

I remember saying to Tony, “What if this track is an intergalactic hit?” When you’re in the diplomatic scenes, you’re hearing this piece you heard on Morlana, but it’s the lounge version, kind of cool jazz. We were constantly doing these little Easter eggs. It wasn’t that we needed or wanted people to be like, “Oh, I get that!” It was more for ourselves, to make the world feel even more connected.

When we got to Niamos, it was very, very clear that that was where this track belonged. There’s that aerial, flying-over shot, and I said to Tony, “There’s only one thing that can go here.” We’re here, party planet! We call that the “Galaxy Mix.” It’s actually the intergalactic version.

After the Aldhani heist arc in episodes four through six, the Empire enacts a series of laws that tighten restrictions on citizens and extend prison sentences. Cassian is arrested for looking suspicious on Niamos and sentenced to six years at Narkina 5, where he and the other abused prisoners are working on pieces of the Death Star. Cassian and fellow inmate Kino Loy (Andy Serkis) lead an insurrection that results in nearly all the prisoners escaping from the seabound prison, except for Kino — who reveals in the episode’s final moments that he can’t swim.

When we got to Narkina 5, I had to come up with a whole new soundscape. It was a very overt type of alarming. There’s this sense of claustrophobia, and there’s a lot of synth design that feels bold and distorted and angry. When you see Cassian being led to the ship at the very beginning of eight, there are these strange, pulsing synth sounds. Right away, you know: This is not a good place. When you finally see this strange prison in the middle of a sea, I really leaned in heavily. That’s probably the most synth oriented the show gets at any point.

The real excitement of the journey was starting these dark, almost subterranean synths and evolving as the show evolves. The escape from the prison with Kino’s speech, that piece at the very end is almost entirely orchestra. With synths, there’s this strangeness; once you approach full orchestra, it’s a direct, sincere, real sound. When they were escaping, there are some gorgeous scenes — you see them running through those sky bridges. I had some synthesizer in there, and Tony was like, “We gotta pull that out.” We’re going French horns and full orchestra, triumphant: They did this. What you hear on these detuned synthesizers in episode eight, you actually hear on French horns and celli in episode ten. What begins as something awful, they turn into their rallying “One Way Out.” The biggest sound of the season is without question the end of episode ten — a wall of sound.

In the penultimate episode, “Daughter of Ferrix,” Cassian and his fellow Narkina 5 escapee Melshi (Duncan Pow) are hiding out on Niamos. Cassian calls home to Ferrix and learns Maarva has died. A solitary, melancholy moment on the beach nods to his death scene in Rogue One.

There’s a meta layer, on the franchise level, of Cassian being on the beach. It’s a cello nonet of Maarva’s theme. Initially, he finds out his mother died and immediately you start hearing this piece. But Tony and I had the same instinct: It needs to be silence when he finds out. You hear the wind blowing and it magnifies that sense of you’re really alone in the world. Then the first cello note enters. It does work if the music starts right away, but it’s so much more poignant if you let him be alone at first.

In “Rix Road,” the season-one finale, the citizens of Ferrix gather to hold a funeral for Maarva. The ceremony includes townspeople publicly performing a slow, mournful dirge that transforms into an invigorating, defiant song to complement their uprising against the occupying Imperial force.

The first thing we started working on was the funeral in episode 12. You know there’s gonna be this huge sequence with all these people playing on set. I wanted to create a sense of the tradition of Ferrix, something generation after generation has participated in. There’s a sense of the history of this world. We had to design instruments. There were so many layers to it.

When I played Tony the draft, he loved it right away and then it was a question of choreographing it: There’s the tuning up. There’s the forming of it. There’s the first march. Then there’s the piece they play, which is a very horncentric melody. The hardest thing in the whole show was figuring out how all those things would line up: Where does the score come in, and how does it match the footage? It’s not an obvious answer.

We have an amazing musical director I’ve worked with many times, Matt Dunkley, who was on set; he actually plays Dr. Mullmoy in episode eight, and he’s in the band. Matt helped with coordinating and conducting at times, and with those pieces on set. Tony gave me a gift that was very kind, one of the horns we created. I named it after Matt Dunkley: the Dunklehorn. It’s sitting in my living room.

There’s a sort of cycling flute melody that you hear at the end, and that’s actually the Maarva motif. You hear it most clearly in the end of episode three, the “Past/Present Suite.” With scoring, there’s a kind of cumulative building process; you may hear things almost subconsciously early on, and perhaps it evolves. Hopefully, those things add up over time so you’ve created a sense of sonic memories. It has a potency.

This interview has been edited and condensed for clarity. 

Gilroy kept one of the Ferrix instruments, too, and calls it one of his favorite props from the show. He told Vulture, “The one thing I wanted was one of the instruments from Ferrix. We needed to build those instruments so they could really play, but we wanted to have Star Wars instruments, and they went through several design iterations. They were super sci-fi, or they were super terrestrial. Finally they landed on the right design. I have a sort of cornet at home. It really plays.”

Nicholas Britell Made Star Wars Sound Nothing Like Star Wars

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