Max Steiner (1888–1971)
Music for the Bette Davis films
All This, and Heaven Too (1940)
A Stolen Life (1946)
Score restorations by John Morgan

Conductor's Foreword

When we started to record this Max Steiner CD, I felt a sense of relief as the orchestra perked up with enthusiasm. Come to think of it, this happens every time we start a Steiner score, which always makes conducting his music a rewarding experience. More than any other composer in Hollywood, Steiner had a way of composing through scenes effortlessly with every note perfectly placed. The way in which he smoothly utilized memorable themes throughout his scores was unmatched. Steiner was easily the best composer who could mimic the action on the screen, yet still keep it musical. Even in the 1930s and '40s, this was hard to do and not sound comical in some way. All of these elements make it interesting for the orchestra and me because the cues don't sound like background music, but rather mini concert pieces strung together.

I love to see smiles of recognition come over the faces of the orchestra as we start a new score. Believe it or not, a lot of the musicians in Russia are familiar with Max's music as more of our American movies are showing up on their television. I often hear noodling on Steiner themes from other films when they recognize his style. During rest periods for the orchestra, I heard various players quote from Gone With the Wind, King Kong, and The Treasure of the Sierra Madre, always with a wink and a smile.

William Stromberg
March 2003

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All This and A Stolen Life Too:
Bette Davis in Stride at Warner Bros.

By the time she was cast in Warner Bros.' opulent 1940 production of All This, and Heaven Too, Bette Davis was the queen of the Warner lot. In 1939 she made her initial appearance in Motion Picture Herald's top ten box-office stars, placing sixth. She was also frequently referred to at that time as The First Lady of the Screen.

Davis had been under contract to the studio since December 1931 and although she appeared in some good films such as Of Human Bondage (1934 – on loan to R.K.O. Radio), Fog Over Frisco (1934), Bordertown (1935), The Petrified Forest (1936), Marked Woman (1937), it was Jezebel in 1938 followed by Dark Victory in 1939 that made her a major star.

The book All This, and Heaven Too was number six on the Best Seller list of 1938 and number two in 1939. Rachel Field's novel was based on actual events in her own family history and dealt with the employment in 1841 of Henriette Deluzy-Desportes as a governess to the Duc and Duchesse de Praslin's children in France. Some time later, the Duchesse was murdered by her husband and the governess was arrested as an accomplice. Then the Duc committed suicide, and later Henriette was acquitted in court owing to lack of evidence. The author's premise was that the governess was innocent of any blame in the murder of the Duchess or any actual affair with the Duc.

"In the years that followed the Praslin case, different writers and historians would interpret and reinterpret the events surrounding the murder of the Duchesse," wrote Allison L. McKee. "In some accounts, the Duchesse was a devoted wife and mother, her husband an insensitive, weak, and ultimately brutal man whose lack of feeling for his wife was attributed to a passion for his ambitious, social-climbing governess. In others, such as Field's All This, and Heaven Too, sympathy lies with the governess, who, like the Duc, is subject to the vicissitudes of a paranoid Duchesse who had no use for anyone but her husband. The Warner Bros. adaptation of the novel reinforces this interpretation of the Praslin affair even more strongly, casting Bette Davis and Charles Boyer in the rôles of governess and Duc. Davis gives an unusually restrained, even demure, performance as Henriette and Boyer plays a romantic and sympathetic Duc with his usual understated power." It should be emphasized that Rachel Field's work is a novel, not a biography. So it is indeed a sympathetic interpretation with, of course, invented scenes and dialogue.

Davis later said that "Henriette was an extremely difficult part for me to play. Her calm, her understatement in everything she said and did, was a challenge to me as an actress. Without the smoldering passion portrayed by Boyer as le Duc, this could have been a very dull relationship with Henriette." Davis also recalled in her autobiography that Warners gave All This, and Heaven Too a lavish première at the Carthay Circle Theatre. "There's no question that the Hollywood première, so often satirized, is an exciting affair," she wrote. "If you are in the picture being premièred, it is difficult not to feel like a queen." The picture was a great success.

Warner staff composer Max Steiner was no stranger to Bette Davis films when he was assigned to All This, and Heaven Too in 1940. He went all the way back with her to 1931 when he was at R.K.O. Radio Pictures if we count a film she did in a supporting rôle on loan from Universal where she was briefly under contract. The score to Way Back Home was sparse, in keeping with the times, consisting almost entirely of arranged folk and public domain materials for the Main and End titles.

Steiner's next encounter with a Davis film was again at R.K.O. in 1934 when she had been loaned – this time by her new home studio Warner Bros. – to co-star with Leslie Howard in the prestigious Of Human Bondage. For this film, again in keeping with the by then changing times, Steiner contributed a relatively full score. Steiner's first Davis-Warner assignment was the popular Kid Galahad in 1937. This was followed by That Certain Woman (1937) and then the turning-point film for Davis – the one that made her a top star – Jezebel in 1938. From then on Steiner was the composer of choice for what were known as "Bette Davis vehicles" – top-of-the-line "woman's pictures" given big budgets and major talent in all departments. Following The Sisters (1938) came the highly regarded Dark Victory (1939) and The Old Maid (1939), another big hit, and then All This, and Heaven Too.

Steiner, since his start at Warners in 1936, composed for all types of films, but he was particularly partial to the Davis pictures because of the richly melodic romantic support they offered and Steiner so capably provided. All This, and Heaven Too saw Steiner riding the crest of the wave. The year before he had been loaned to David O. Selznick to score the monumental Gone With the Wind. Now he was assigned to the very important All This, and Heaven Too.

"Real film music began with Max," said his orchestrator during that period, Hugo Friedhofer. "His is true mood music, unobtrusive background that is also connective tissue, subtle and sensitive." Steiner's career with Warner Bros. spanned almost thirty years and included the scores for more than 150 films.

Steiner had an unusual challenge with All This, and Heaven Too. The lovers in the film never touched, let alone kissed. In the words of the film's associate producer, David Lewis, "It was the story of a very deep love, never openly discussed, never consummated, but fulfilled within the minds and hearts of the two principals and with full understanding of its consequences." So it was necessary to support the unfulfilled love with music that would not overwhelm but reinforce the suppressed yearnings of the Davis and Boyer characters. Steiner skillfully met the challenge.

Liliane Covington was only 19 when she joined the Warner Bros. orchestra in 1936. Over the next 29 years, she played first oboe on a vast number of features, cartoons, and short subjects. In an interview with Bill Powell, he asked how she came to Warners. "Well, I played on [Selznick's] The Garden of Allah [1936] for Max Steiner and had many solos in that film, and I guess he liked what he heard because he helped me get my job at Warners." As for female musicians at Warners at this time, "There were only the harpist [Louise Elian Steiner, Max's wife] and myself. Later, they hired another harpist [Aida Mulieri-Dagort], a cellist [Eleanor Slatkin], and a pianist [Norma Drury], but there were never more than three or four women in the orchestra." With regard to composers at the studio, Covington said Steiner was her favorite: "He was very sweet, and he really knew how to write for the oboe … There was a good deal of variety in the rehearsal time. Maxie liked to rehearse a lot; it wasn't quite the mood he wanted or it wasn't quite this or that … When he got older his eyesight began to fail and he used a huge stopwatch when he conducted."

After Steiner finished conducting and recording his lengthy score, the next step was the dubbing room where dialogue, music, and sound effects were balanced and re-recorded. Steiner recalled in his unpublished autobiography, Notes to You, that director Anatole Litvak came over to his table in the Warner commissary one day and asked:

"Can I come up [to the dubbing stage] and listen to a couple of reels?" I gave my permission which I really shouldn't have done because Mr. [Jack] Warner had just issued an order that no directors or producers were to be allowed in on the stage where I was recording or when we were dubbing. Mr. Warner felt that the presence of visitors was distracting and had told my co-workers that they could hear the music at the preview. Then they could make any criticisms or suggestions, but my boys and I were not to be disturbed while we were working.

Anatole, however, was a close friend of mine, so I told him I'd sneak him in. We went upstairs and he listened to a couple of reels. Then he put his arms around me and said: "Maxie, it's the greatest and I'm going to tell Warner about it." He left and started for the front office. Fifteen minutes later I had a call from Jack Warner. "Maxie," he said sternly, "haven't I told you not to let anybody in while you're dubbing? You disobeyed me. And now Litvak has just been here and wants me to take you off the picture. He thinks the music will ruin it. So it just serves you right!"

Of course, it's just possible that Warner, to make a point, reported a negative reaction to Steiner to emphasize to him that he didn't want directors present. The music was not changed.

A Stolen Life

The good twin and the evil twin bringing about ensuing complications is a concept that has been around in film (and literature) for a very long time. In the 1940s there was a considerable number of twin feature films ushered in by the Alexandre Dumas story The Man in the Iron Mask in 1939, followed by The Boys From Syracuse in 1940 and then another Dumas tale, The Corsican Brothers (1941). Later, in 1945, Danny Kaye played his first of three twin (or look-alike) rôles in Wonder Man.

Women were heavily represented with twin rôles during the 1940s – in both dramas and comedies. The precursor was a British film, released in the U.S. in 1939 by Paramount, called Stolen Life, in which Elisabeth Bergner plays a good and a bad twin – both in love with the same man (Michael Redgrave). Keep 'Em Flying (1941) presented twin Martha Rayes vying with Abbott and Costello; then there were twin Betty Huttons interacting with Bing Crosby in Here Come the Waves in 1944. That same year Universal released yet another in their parade of Maria Montez, Jon Hall, Sabu exotic adventures in Technicolor, Cobra Woman, with Maria portraying South Sea island twins – good and evil, naturally.

About the same time Warner Bros. bought the rights to the aforementioned Stolen Life. Jack Chertok and Frank Cavett were announced as producer and writer respectively, and at some point Margaret Buell Wilder did an adaptation. Then producer Jerry Wald was mentioned briefly as producer. But this changed when it was decided that the picture would be the first of six pictures of the new B.D., Inc. (Bette Davis) production company, in association with Warner Bros. For A Stolen Life, Davis chose Catherine Turney to do the final script and Curtis Bernhardt to direct. (Both were under contract to Warners.) She admired the work they had done on My Reputation with Barbara Stanwyck and George Brent, although that film had not yet been released. "I don't believe I would have gotten a contract to write at Warners if it hadn't been for the war," Catherine Turney said. "It always struck me as a man's studio. Jack Warner seemed to me to be a shy man, particularly among writers, especially female writers."

Davis and Turney worked closely on A Stolen Life, Turney told Lee Server. "I was on the set all the time with that, and very much against the will of the studio," she said. "Because I was under contract and they wanted me working on something else … Bette was the producer on A Stolen Life. At that time, the studio was making deals with some of the big stars … They would make them producers in name only, and it allowed them to get capital gains … They did this with Errol Flynn, for instance, on another picture I did, Cry Wolf [1947] … But when they set up this deal with Bette, to their astonishment and dismay she took it completely seriously. She would attend all the meetings and would call for endless meetings in her portable dressing room on the set."

Davis and director Bernhardt had difficulty deciding on a leading man. Contract players Dennis Morgan and Robert Alda were considered but then Columbia contract player Glenn Ford was medically discharged from the Marine Corps. "In 1945 I went for lunch at the Warner Bros. commissary. Bette asked me to sit at her table," Ford recalled in 1989. "She looked at me and said, 'A week from Sunday you are to come to the studio, and wear a tweed coat and smoke a pipe.' She said to a friend, 'That will make him look older,' and then told me, 'I want to make a test with you.' I did the film – A Stolen Life – and from that came Gilda. So she was responsible for everything good that happened to me." Gilda (1946) with Rita Hayworth and Ford was made directly following A Stolen Life, but was released first.

The basic plot of both film versions of A Stolen Life (minus the last third of the novel) had to do with the "bad" twin taking away the "good" twin's love interest. Some time after their marriage, while the husband is away on a trip, the "bad" twin persuades the "good" twin to go sailing. During a storm, the wife is drowned. In an attempt to save her, the good twin accidentally pulls the wedding ring off her hand. After some hesitancy, she decides to assume the sister's identity, only to find out that the wife had affairs with other men and that the husband was planning to leave her. But he finally realizes she is really the other sister and that he loves her and not the "evil" twin.

The Davis-Warner A Stolen Life, set in New England, had a long shooting period: 105 days were used between 14 February 1945 until 28 July 1945 with several days of added scenes and retakes in mid January 1946. Most of the interiors were shot at the studio. The exteriors of the New England island wharf were filmed at "Warner Lake" on the backlot. Some coast and sea material was photographed in the Laguna Beach and Balboa area south of Los Angeles. Bette Davis recalled that "the lighthouse was built offshore in Laguna Beach, which is where I lived at the time. The town grew very fond of it and didn't want us to take it down after we finished shooting." The interior and exterior airport sequence was filmed in Long Beach, and for the coastline scenes at the end of the film, the company went to the Monterey area in Northern California. Warners "Maritime Stage 21," which was capable of being flooded with water and had been used to good effect with full-scale ships in such films as The Sea Hawk, The Sea Wolf, Action In the North Atlantic, etc., was put into service for the closer shots of the big storm at sea sequence. Previously photographed long-shot story material (including rear projection footage) with doubles had been done off Laguna Beach.

Director Curtis Bernhardt recalled in The Celluloid Muse problems relating to shooting this sequence on Stage 21: "It was very difficult and Bette almost drowned. In these tank scenes, you see, we have a boat with wires underneath it to control it and jiggle it around wherever you want it. Well, in this tremendous tank we had chutes coming down and waves coming up, and one of them was supposed to swish her overboard. She should have come up immediately but she went down and didn't come up. I was horrified because I realized that she had been caught in one of the wires. We had what probably today would be called frogmen standing by who instantly dived in and pulled her out." And Catherine Turney corroborated: "Bette did give her all to that picture. I remember when they did the scene with the shipwreck … I don't think a real storm at sea could have been any stronger when they let loose those tons of water through the chute. And Bette was in there, doing all those shots herself. The water would knock her right out of the boat. … But she wouldn't use a double. I guess she thought that in this picture there was already enough doubling."

"No compliments can be too much for the dual-shot scenes planned by Bernhardt," Bette Davis told Whitney Stine. "I have people still ask me how they were done. They were completely real – filmed as if two actors were in the scenes instead of the same actress playing both parts."

A Stolen Life was well-received by audiences in 1946 – indeed, it was one of the biggest commercial successes of any Davis film up to that time. In 1964 Bette Davis once again portrayed twins in the melodrama Dead Ringer. In this, one of the twins purposely kills her sister, then takes over her dead twin's life. "Since you already played twins in A Stolen Life, what was the difference between them and the twins in Dead Ringer?" Whitney Stine asked the actress years later. "Bette threw her head back and laughed. 'About 20 years!'"

Between All This, and Heaven Too in 1940 and A Stolen Life in 1946 Max Steiner scored seven Bette Davis films at Warners – including two of her (and his) best, The Letter (1940) and Now, Voyager (1942). Because Davis was in charge and she was able to select the story, the writer, director and male lead for A Stolen Life, it would seem logical she also could select (or reject) the composer. Obviously she went with the man who was associated with many of her finest films – Max Steiner. About the time that Steiner was scoring A Stolen Life, Leo Forbstein, the head of Warners' music department, wrote to Steve Trilling, Jack L. Warner's executive assistant, on 9 February 1946:

I think we should start a new contract with him [Steiner] for five years beginning March 1st … I am getting many calls every day for his services at other studios with price no object and I assure you that with the Warner spirit, if he lives for ten years, it will be a miracle …

I assure you that I will always try to sneak in an extra picture or two for Steiner to do during each year which would compensate not having to bring in someone else to do them. He also has been here for the past eight years with us and in those eight years he has scored over eighty pictures which is a pretty good record for any man to do, so use your own judgment and see if we can get this through as quickly as possible …

Shortly afterward a new contract was signed.

Before Steiner started to compose his original A Stolen Life score, Leo Forbstein wrote to Herman Starr in Warners' New York office: "Do you think it is possible to clear La Mer [The Sea] by Debussy … to be used as a theme throughout the picture Stolen Life – as the story of this picture pertains to a story about the sea …

"Bette Davis, who is starring in this picture, would like to have this number used throughout – if possible." Starr replied: "The publishers … wanted to know in full detail how we contemplate using this selection. The selection consists of three parts and they feel it should be used as published, without any cuts. We pointed out that this would seem to be impossible in view of the fact that we want to theme it."

La Mer consists of three symphonic sketches with a total playing time of approximately twenty minutes. Apparently nothing came of the discussions and Steiner was free to do an original score. The composer reprised his primary A Stolen Life theme as one of the secondary themes in A Summer Place (1959). And the melody turned up during the air trip across America in the first Cinerama feature, This is Cinerama (1952). Because he was moonlighting on that attraction for his old colleague and friend Merian C. Cooper (King Kong, etc.), Steiner received no official credit.

At one point in A Stolen Life there is a sequence that takes place at a formal reception and exhibition of the "good" twin's paintings in an art gallery. Steiner said in a letter to his agent, Harry Fox, that "The producer wanted to use a Chopin waltz [in the background as source music], but I did not think this was the right kind of music to use as mine matches the action so perfectly." "Mine," in this case, being his 1934 composition, "Petite Valse," which had been published. "Petite Valse," played only on piano, ultimately was used behind the entire art gallery sequence but it is not included in this recording.

Aida Mulieri-Dagort, who played harp under contract to Warners from 1942 to 1948 (and for Paramount from 1949 to 1968), worked on A Stolen Life. Speaking of Steiner, she wrote that "He was a wonderful, sweet gentleman, who shifted from one foot to the other and chewed on his cigar when someone came up to talk to him." This was from her 1997 autobiography, Harps are not for Angels. She also wrote, "He loved the harp, and used it very well. In his compositions, I would say he used it like a piano. In too many film scores, the harp is usually heard for special effects only, but in Max's scores the harp always enriched the sound of the music. I usually played continuously in the background throughout one of his scores." She added that "Max was very near-sighted and had to hold the score right under his nose … when conducting. He was generous to his musicians … I loved working for him and considered those days the best in my career."

Bette Davis' next picture at Warners was her last really good one at the studio, Deception (1946), with an Erich Wolfgang Korngold score. Then Steiner did her final two out of three films there, Winter Meeting (1948) and Beyond the Forest (1949), neither top-of-the-line pictures. Ten years later when she was a "guest star" playing Empress Catherine of Russia in John Paul Jones (1959), distributed by Warners, Steiner provided the score. It was their last film together.

At the time of Steiner's death in 1971, Davis said: "He often improved our acting. He knew more about drama than any of us."

Rudy Behlmer
Author of Inside Warner Bros., Behind the Scenes: The Making of …, Memo from David O. Selznick, etc.

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Music Notes

The original Marco Polo Film Music Series recorded much of Max Steiner's prolific output. Previously, we had recorded such diverse scores as King Kong, The Treasure of the Sierra Madre, The Beast With Five Fingers, The Three Musketeers, and others but until now we haven't recorded what Steiner himself considered his favorite type of film … the Bette Davis dramas. Although he was equally adept at writing action music of great excitement and technique for battles and chases, he often bemoaned the fact that after writing all those notes, they often got lost in the final sound mix. But with the Davis films, the composer got the opportunity of writing music for character development and psychological motivations where virtually every note is heard and contributes to the drama.

Choosing what scores to include on this album was fairly simple. They are two of my personal favorites, though a case can be made that any Steiner-Davis-Warner score is worth recording. Another reason is these two scores are very different in concept. All This, and Heaven Too came in 1940 when the composer's approach was very emotional with highly chromatic writing in the Wagner tradition. The music reflects and comments on the dialogue, surging dramatically and appropriately at every opportunity. A Stolen Life, coming six years later, reflected a subtle change in both film and musical styles. Not as melodramatic, Steiner's music was leaner and less prone to follow the dialogue in operatic terms. The thematic and harmonic material were somewhat simpler and the various themes were more clearly defined. This score foreshadowed Steiner's work in the 1950s.

All This, and Heaven Too contains over 100 minutes of music. In arranging the music for this album, I included all the big musical "set-pieces," but eliminated much of the repetition, thus allowing a balanced and enjoyable music experience — even for listeners who may be unfamiliar with the film. Hugo Friedhofer, who orchestrated this score as well as A Stolen Life, considered this one of his Steiner favorites, calling it "utterly charming." He also told me that when Bernard Herrmann referred to his 1947 score for Fox's The Ghost and Mrs. Muir as his "Max Steiner score," he was referring specifically to All This, And Heaven Too.

Most film composers write what we refer to as cues. They compose music for a specific scene and usually give it a title. Steiner approached film scoring more as opera minus libretto and composed long chunks of continuous music that could run throughout several connecting scenes and even reels, which ran up to eleven minutes in those days. He rarely titled these musical sequences, and the cue sheets of his scores generally list the customary reel and part number as well as a rundown of theme identifications that appear within the body of the music. Steiner regarded his music as one long composition and not as separate musical pieces.

The Main Title opens with Steiner's signature music for the Warner Bros. shield and segues to a majestic statement of the Duchess Theme, followed by the waltz associated with the Bette Davis character, Henriette. These two themes, along with the Duke's majestic motif heard at the end of Track 2, form the basis of the score and are varied, developed, and even combined when dramatically warranted. There are also secondary themes, such as the lovely and moving Preacher's Theme heard at the start of Track 9. Studio harpist Louise Steiner, who was married to Max at this time, told me that their son Ronnie was born during Max's work on the film and this theme was originally conceived for their son.

A scene at an opera house needed some "source" music. The Overture to Armida by C.W. Gluck, which was composed in 1777, is heard appropriately although it is truncated in the final release of the film. For this CD, we have recorded the full version as originally prepared for All This, and Heaven Too.

Another interesting musical sequence is the All Hallows Eve (Track 8) where eerie voices are combined with the orchestra during a Halloween night filled with witches and goblins. This sequence ends with the delightful orchestral tour de force depicting a carousel, with Steiner's uncanny ability to create a dazzling cacophony of sound with his music.

The orchestra for All This, and Heaven Too was large, consisting of three flutes (doubling piccolo and alto flute), two oboes (doubling English horn), three clarinets (doubling bass clarinet), and two bassoons making up the woodwinds. The brass includes four French horns, four trumpets, four trombones and tuba. The percussion requires four players, although seven players are needed for The Carousel. Two harps, two pianos, celeste, organ, strings, and small choir complete the complement.

A Stolen Life, as mentioned previously, demonstrated Steiner's more restrained and less complex scoring. Although the orchestra is still a large one, many cues dispense with the brass (with the exception of French horns), and the woodwinds play a major part in bringing a nautical feel to the proceedings. After Steiner's Warner Bros. signature music, the composer introduces the Stolen Life theme that is bold, wide open, with harp arpeggios suggesting the milieu of the sea.

After the Main Title, we segue directly to Sailor's Hornpipe, a light, whimsical sea chanty-like theme for the Walter Brennan character. This merges into Barcarolle, a waltz theme associated with Kate, the "good" twin sister. Track 14 presents all the primary themes; the Stolen Life motif, the Barcarolle for Kate, a descending figure representing the twins, and a rather slinky theme for Pat, the other sister. All these themes are very distinctive in themselves, but are clearly interrelated and are used contrapuntally when dramatically appropriate. There is also a rather "oily" theme with descending bassoons and clarinets for Karnock, the Dane Clark character.

As previously stated, this score looks ahead to the style Steiner would adopt for most of the scores he composed during the fifties and beyond. The composer also looks back nostalgically to his RKO period in the early thirties. Besides the piano source piece which Rudy Behlmer mentions in his notes, Steiner reprises his moody fog music from King Kong as well as the Shopping Tour music, originally composed for the RKO 1933 production Sweepings, which dealt with the building of a department store empire. Steiner must have associated "department stores" with this music. In many ways, Steiner's style was slowly reverting to the simpler, more defined melodic and harmonic language first employed for the dramas at RKO, although he had a bigger and more polished orchestra available to him at Warners, not to mention the recording advances developed in the intervening years.

The orchestra requirements for A Stolen Life were somewhat modest as compared to most Warner scores of the period. The woodwinds were in pairs, with an extra clarinet playing bass clarinet exclusively. Four horns were the norm, although four trumpets and trombones and one tuba were brought in for the bigger cues. The percussion consisted of five players. There were two harps, pianos, and one celeste, as well as the usual complement of strings.

This CD is dedicated to the memory of Louise Steiner Elian, married to Max from 1936 to 1946, who passed away July 2002. She was always excited about our re-recordings and added immeasurably to our booklets with her memories of playing harp in the studio orchestras. She was particularly pleased that we recorded All This, and Heaven Too, which had special memories for her. Although Louise didn't live to see the final product, she did hear our recording several weeks before her death and was most pleased that this music would live on through this release.

John Morgan
March 2003