Play It Again, Max: Casablanca and the Battle over “As Time Goes By”(Exclusive by Author Steven C. Smith)

Casablanca and the Battle over “As Time Goes By”
(Exclusive by Author Steven C. Smith)

By mid-1941, Max Steiner had already scored over thirty films at Warner Bros. since becoming that studio’s highest paid staff composer in 1937.

Many of his projects had been prestigious and highly profitable. The list included Jezebel, Angels With Dirty Faces, Four Daughters, Dark Victory, and The Letter. But at age 53, the Vienna-born composer was physically and mentally exhausted, after more than a decade of nonstop, night-and-day work in Hollywood.

Max Steiner portrait 1936
Max Steiner, portrait 1936 (image courtesy of Steven C. Smith)

Lack of sleep, studio pressure, two alimonies, IRS trouble, and worsening eyesight were turning the genial, well-liked Steiner into a short-tempered man on the verge of a breakdown.

On July 11, 1941, it finally arrived.

What began as a minor disagreement with his wife Louise, who was also principal harpist on his scores, exploded into a violent argument. Days later Louise left her husband, and her recording career, to pursue a new life in New York.

Steiner was devastated. For the next three years, he wrote Louise almost daily, imploring her to return to him and their young son, Ronald.

As their correspondence grew increasingly bitter, Max buried himself in work, channeling his loneliness and romantic longing into some of the greatest music of his career.

1942’s Now, Voyager, starring his friend Bette Davis, earned Steiner his second Academy Award, and a popular song hit: “It Can’t Be Wrong,” based on his love theme from the film.

Just days after recording that score, Max moved with typical speed onto his next Warners project. It would ultimately become his best-loved.

The unproduced play Everybody Comes to Rick’s found its genesis in 1938 in a French café, La Belle Aurore. There, a visiting writer named Murray Burnett met French patriots and Nazi soldiers, along with a black pianist who delighted listeners with performances of American jazz.

At Belle Aurore, Burnett heard about Casablanca, a Moroccan city flooded with Europeans trying to escape Hitler. Returning to America, Burnett teamed with writer Joan Alison on a play that melded his impressions of the club with the latest news about war in Europe. They incorporated Belle Aurore’s pianist, now named Sam, who played a tune from Burnett’s college days: “As Time Goes By.”

Although never produced, Everybody Comes to Rick’s was brought to the attention of Warner Bros.’ head of production, Hal Wallis, in 1941. Pearl Harbor brought extra relevance to the drama’s themes of patriotism and sacrifice.

One day after the attack, Wallis optioned the play.

A new deal with Warners allowed him to personally produce four movies a year for the studio. Casablanca was among them — and as a result, no detail was too small for his eye.

Humphrey Bogart (Rick) and Ingrid Bergman (Ilsa)

Wallis considered music a character in the film: it cemented the backstory of its lovers, Rick Blaine and Ilsa Lund, and their favorite song re-inflicts old wounds and rekindles their passion. In one scene, music even becomes a weapon, as free Europeans sing the French national anthem in defiance of the Nazis, on the battleground of Rick’s Café.

The decision to retain “As Time Goes By” was Wallis’s. The song was written in 1931 by Herman Hupfeld, a prolific but little-known composer, for the Broadway revue Everybody’s Welcome. Despite the show’s inviting title, it ran only 139 performances. A few recordings of the song were made, but it was mostly forgotten by 1942.

Wallis reflected more about the music of Casablanca than he had on any previous film. Four days before shooting began, he wrote a lengthy memo listing which popular songs he wanted used in scenes set at Rick’s Café. He also wrote detailed comments about underscore – noting that as Humphrey Bogart’s Rick drunkenly recalls his romance with Ilsa, Sam’s playing of “As Time Goes By” would segue into an “orchestral treatment” of the theme.

With the music of Now, Voyager fresh in his ears, Wallis assigned Steiner to the film on July 11th, 1942, three weeks before principal photography was complete. The likelihood that Max was not consulted during shooting is supported by one surprising fact.

Max Steiner hated “As Time Goes By.”

“He absolutely detested the Hupfeld tune,” Louise confirmed. “He said, ‘They have the lousiest tune, they already have it recorded, and they want me to use it.’”

Today, after more than eight decades of acclaim for the song, Max’s judgment seems especially flawed. His hostility also seems curious, since he often incorporated other composers’ melodies into scores without complaint.

But his reasons were threefold.

Weeks after writing Now, Voyager’s love theme, Steiner was confident he could give Casablanca a memorable song of its own. Secondly, he knew that such a song could yield him desperately needed royalties. He also believed that Hupfeld’s syncopated tune was rhythmically unsuitable for use as a short recurring theme, which Wallis wanted heard throughout the underscore.

Dooley Wilson (Sam), Humphrey Bogart (Rick) and Ingrid Bergman (Ilsa) (image courtesy of Steven C. Smith)

In 1943, Max told a reporter that Wallis would have let him write his own theme. But unfortunately, “As Time Goes By” was referenced in dialogue and performed onscreen, and Ingrid Bergman, currently under contract to David O. Selznick, had already had her hair cut for her next film, making reshoots impossible.

That story was a cover for Steiner’s wounded ego. Jack Warner always balked at retakes: if a movie’s ending was in doubt, two versions were shot during production. Also, film stock had become more costly due to the war. Re-shooting entire sequences of Casablanca, with Bergman re-loaned from Selznick at additional cost, to please a staff composer?

Calling that scenario unlikely is, to quote Claude Rains’s Captain Renault, a gross understatement.

Wallis wrote in his autobiography that he “insisted” Max use the Hupfeld tune, after which “Steiner grudgingly began his work.” But Wallis conceded that “under great pressure, and with countless arguments, Max Steiner produced a rich, romantic score.”

It is a testament to Max’s professionalism that listening to Casablanca, one would assume that he not only loved “As Time Goes By” but had written it himself.

Steiner set aside his disappointment to hear the Hupfeld melody from Rick and Ilsa’s perspectives. He was aided by his orchestrator, Hugo Friedhofer, who later said that Max “had a concept of it as being kind of a square tune, which requires translation from what’s in the printed piano part to a more relaxed version. You can’t play ‘Ta-ta, ta-ta, ta-ta’…which is what it is in the original. So, I say this with all modesty, I said, ‘Max, think of it this way.’ [sings] With triplet [waltz-like] phrasing. He thought about it, and that’s the way it came out.”

The theme’s effectiveness is enhanced by Steiner’s limited, specific use of it. Sam plays “As Time Goes By” at Ilsa’s request 33 minutes into the film. Rick storms over and orders him to stop. At this moment, the tune appears for the first time in Steiner’s underscore, played with chilly astringency by solo oboe, mirroring Rick’s shock at seeing Ilsa.

Not until the flashback to pre-war Paris do we hear the melody played ecstatically, in the waltz-like form Friedhofer recommended. Here, and later during Rick and Ilsa’s final goodbye at the airport, Steiner lifts the Hupfeld melody into a near-delirious statement of romantic ecstasy.

The composer had no difficulty seeing Ilsa as Rick did: Max was besotted by Bergman’s performance and beauty. She is the only cast member he mentions when discussing the film in correspondence. She “is masterful in it,” he told Louise.

Casablanca crowd sings “La Marseillaise”
The crowd sings a defiant “La Marseillaise”

The score features a second theme no less important than “As Time Goes By.” The French anthem “La Marseillaise” is a love theme of its own…the embodiment of the liberty our heroes fight for. Its performance still elicits cheers at screenings, as freedom fighters in Rick’s Café sing it in defiant counterpoint to the Nazis’ bellicose rendition of “Die Wacht am Rhein.”

That scene’s effectiveness is due not only to director Michael Curtiz’s brilliant staging, and its pivotal role in the story (it is the turning point for Rick rejoining “the fight”), but also due to the music’s arrangement. On September 2nd, Wallis instructed Steiner: “On the ‘Marseillaise,’ when it is played in the café, don’t do it as though it was played by this small orchestra. Do it with full scoring orchestra, and get some body to it.”

Steiner did so with such effectiveness that few viewers ever notice that the instrumentation is larger than what we see onscreen.

Significantly, “La Marseillaise,” not “As Time Goes By,” is the theme that concludes the score, in an arrangement that starts with shimmering, quiet promise as Rick and Louis walk into the fog, then ends in a call-to-arms fortissimo. As he often would do, Max uses music in the final seconds of a film to tell us where the characters are going next.

Max Steiner conducts 1939
Max Steiner conducts 1939 (image courtesy of Steven C. Smith)

Steiner’s score for Casablanca would earn him an Academy Award nomination, and praise from tough critics like Hal Wallis, Jack Warner and Michael Curtiz. From his first viewing of the film, Steiner had been captivated by its romanticism; and as an Austrian whose family was endangered by Hitler, he was invested in its philosophy.

By the end of his writing, he could even joke about the most frustrating aspect of its creation.

“THE END,” Max writes on his final page of the score. “Dear Hugo: Thanks for everything! I am very pleased with you! Yours, Herman Hupfeld.”


–Steven C. Smith for Classic Movie Hub

You can read more CMH articles by Steven C. Smith about Max Steiner here.

Steven C. Smith is an Emmy-nominated documentary producer and the author of Music by Max Steiner: The Epic Life of Hollywood’s Most Influential Composer (Oxford University Press). His previous book, A Heart at Fire’s Center: The Life and Music of Bernard Herrmann (UC  Press), received the ASCAP-Deems Taylor Award.

Steven has produced over 200 documentaries for television and other media. They include The Sound of a City: Julie Andrews Returns to SalzburgA Place for Us: West Side Story’s Legacy; and Thou Shalt Not: Sex, Sin and Censorship in Pre-Code Hollywood. He can be reached at

You can purchase Steven’s book on amazon by clicking on the below images:

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One Response to Play It Again, Max: Casablanca and the Battle over “As Time Goes By”(Exclusive by Author Steven C. Smith)

  1. Barry Lane says:

    Informative and very nice. Appreciated.

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