Arrangements andOrchestrationsBilly ByersSong Co-ordinatorBruce Rowland

Original Music ScoreChris NealOriginal SongsPeter Best

Musical DirectorRay Cook

Music Research David Mitchell

Following songs performed and sung by Debbie Byrne

"Uncle Sam"Lyrics and Music by Peter Best

"We'll Live The Rest of Our Lives Tonight"Lyrics and Music by Peter Best

"Air-Raid"Lyrics and Music by Peter Best

"Don't Sweetheart Me'Lyrics and Music by Charles Tobias/Cliff FriendSong included by kind permission of Chappell & Co. (Aust.) Pty. Ltd.

"Lest I Forget"Music by Ray Cook Lyrics by David Mitchell and Melvyn Morrow

"Please Don't Ask Me"Lyrics and Music by Graham Goble Song included by kind permission of Ragtime Music Pty. Ltd.

"Lethal As Love"Lyrics and Music by Peter Best

"Victory Street"Lyrics and Music by Peter Best

"Heroes"Lyrics and Music by Peter Best

"Heroes" dedicated to the memory of Jo Hardie.

Additional Songs""Emu Dance"Performed by: Galapagos Duck and Kim Deacon Written by: Tom Hare, John Conley and Greg Foster.Appeared by kind permission of Castle Music.

"Rumble Rumble Rumble"Performed by John O'May Lyrics and Music by Frank LoesserSong included by kind permission of Chappell & Co. (Aust.) Pty. Ltd.

"Blues Point Blues"Performed by Nicky Crayson. Music by Ray Cook

"Is He An Aussie?"Lyrics and Music by B. C. Hilliam Song included by kind permission of A.T.V. Northern.

"When A Boy From Alabama Meets A Girl From Gundagi"Sung by Bartholomew John Lyrics and Music by Jack O'HaganSong included by kind permission of Allans Music Australia Pty. Ltd.

Backup Vocals:Shauna Jensen & Kim Deacon

Band Source Music

Kirribilli Kapers Dixon Street JoplinesqueCat House Grumble G. I. Jitters Enter the MariachisConga Australis Bridge Street G. I.'s BoppingI'm Taking a Boat All Clear Spiked Jones

Band music and additional underscorecomposed, arranged and orchestrated byRay Cook

Closing Credits Music, Studio Production and Scatvocal byBruce Rowland

Music Recording and Mixing FacilitiesStudio 301

Music and Balance EngineerJim Taig

Assistant EngineerGreg Henderson

For Ray Cook For Chris Neal

Music Supervisor and Pianist on set Conductor

Michael Tyack Michael Hope

Underscore Producer OrchestratorGreg Flood Eric Cook

Music Fixer Music FixerBilly Weston Phillip Hartl

Music CopyistDavid Jones

The Soundtrack Album of Rebel released throughEMI - logo

The Soundtrack:

Debra Byrne is too well known to detail here - she has a reasonably detailed wiki here. For the musical director Ray Cook, musical arranger Billy Byers, and the two composers - Peter Best, whose songs dominate the soundtrack and the LP, and Chris Neal, who did the underscore - see below the details of the record releases.

Composer Bruce Rowland is best known for his other work and it seems his main duty on this movie was to compose the end titles track. For more details of Rowland, see Ozmovies' pdf of music credits at The Man from Snowy River, Rowland's break-through feature film score.

The soundtrack album doesn't yet seem to have made it to CD, but the LP also had a 45 spun off from it. The song "Heroes" had a respectable amount of airplay - some databases have it peaking at #33 on the charts - while the B side came from Byrne's album The Persuader, all a part of her return to the public eye after her career stalled through 1980-85 because of her heroin addiction and her recovery therefrom:

LP EMI EMX-240439 1985

Original Songs Peter BestSongs Arranged and Orchestrated by Bill ByersAdditional Arrangements and Orchestrations by Ray CookVocals Produced by Bruce RowlandOrchestra Conducted by Ray CookStudio Engineer: Jim TaigAssistant Engineer: Greg HendersonAlbum Recorded at Studio 301, SydneyAll tracks sung by Debbie Byrne except * Galapagos DuckBack-up vocalists: Kim Deacon and Shauna Jenson

SIDE 1:1. Uncle Sam (3'38") (P. Best) (AMCOS)2. Weʼll Live The Rest Of Our Lives Tonight (2'10") (P. Best) (AMCOS)3. Air-Raid (3'42") (P. Best) (AMCOS)4. Please Donʼt Ask Me (3'48") (G. Goble) (Ragtime Music)5. Donʼt Sweetheart Me (2'46") (C. Friend - C. Tobias) (Chappell)

SIDE 2:1. Emu Dance * (4'24") (T. Hare - J. Conley - G. Foster) (Castle)2. Lest I Forget (4'16") (R. Cook - D. Mitchell - M. Morrow) (Control)3. Victory Street (3'08") (P. Best) (AMCOS)4. Lethal As Love (3'47") (P. Best) (AMCOS)5. Heroes (4'47") (P. Best) (AMCOS)

The 45 release, with "Heroes" the A side, and the B side "Memory", which came from Byrne's album The Persuader:

A trad. jazz-inflected number by "Man from Snowy River" composer Bruce Rowland runs over the end credits.

"Heroes" is the climactic song sung just before the end credits roll. The song purports to be a World War 11 anthem, but sounds resolutely 1980s. Lyrics, as they are heard in the film, sung by Kathy (Debbie Byrne) are:

You are my heroesAnd I love youYou'll be sailingAcross the seaI am alwaysThinking of youYou are heroesTo Me

You are my heroes (chorus joins in)And I'll miss youBroken-heartedI will beWhile we're partedIt will grieve meYou are heroesTo Me

You are my heroesYou are fightingYou must be whatYou have to beWe must find outWhat we believe inYou are heroesTo Me

(As Matt Dillon's character enters the back of the room,the chorus gives way to the personal)

You are my heroAnd I love youYou'll be sailingAcross the seaI will alwaysBe thinking of youYou're a heroTo Me

You are my hero (chorus returns)You are fighting

You must be whatYou have to beWe must find outWhat we believe inYou're a heroTo Me

You are my heroYou are fightingYou must be whatYou have to beWe must find outWhat we believe inYou're a heroTo Meeeee ...

(Chorus): You are heroes

Kathy: You're a heroYou're a heroTo Meeee …

(Dillon's character salutes Byrne's character and is led away byBill Hunter's character, as Byrne mouths "I love you" and the musicbegins to fade, then builds again over a final montage of Dillon and Byrneand end credits roll).

Arranger Billy Byers:

There was enough money in the budget for the music department to afford the services of Billy Byers as arranger.

Byers has a brief wiki here, and also had an obituary published in The New York Times on 4th May, 1996, here, which in part read:

Mr. Byers once attributed his success to the fact that like many other top arrangers he played the trombone.

"Trombonists sit in the center of the orchestra," he said. "They develop an empathy for more instruments that way."

If so, Mr. Byers came to his central career by accident. A musical prodigy who took up the piano at 6 and was playing professionally at 8, Mr. Byers, a Los Angeles native who eventually performed with the Hollywood Canteen Kids, was stricken with arthritis when he was 14 and had to give up the piano.

To further his musical career, he had to overcome another obstacle. His father, a prominent surgeon, insisted that he go to college to prepare for law school, but Mr. Byers outfoxed him. He went to Harvard, well outside the range of his father's supervision, and proceeded to major in New York City, spending so much time there

he was soon sitting in as a regular at Manhattan jazz clubs.

It took World War II to bring his academic career to an end, and after serving in the Army Air Forces he toured with Benny Goodman, began his television career at the age of 23 with Sid Caesar's "Show of Shows" and discovered Paris, where he wrote for radio orchestras, played in jazz clubs and taught Paul Newman to play the trombone for the 1961 movie "Paris Blues."

In the following years, he bounced back and forth between New York and Paris, performing with Count Basie, Duke Ellington, Quincy Jones and other jazz musicians and providing arrangements. Along the way, Mr. Byers, who once learned to play the vibraphone in three weeks so a friend could take a vacation, developed such a reputation for versatility that he would play in a Broadway pit one night and join a classical symphony orchestra the next.

Working in a field that Richard Rodgers once dismissed as "a difficult technical task," Mr. Byers, whose arrangements were credited with putting the swing in the musical "City of Angels," received a somewhat higher accolade from the show's composer, Cy Coleman. After receiving a 1990 Tony Award for his score, Mr. Coleman hailed Mr. Byers as an artist. "He puts into his orchestrations everything I put into my music," he said.

Mr. Byers is survived by his wife, Yuriko; two sons, Kimiko, of Malibu, and Bryant, of Culver City, Calif.; a daughter, Michiko, of Santa Monica, Calif.; his mother, Mary, of Los Angeles, and a sister, May Byers of Long Beach, Calif.

(Below: Billy Byers)

Composer Peter Best

Peter Best cut his feature film teeth as a composer by working with feature film producer Phillip Adams on the low budget experimental 1970 drama Jack and Jill: a postscript.

Best went on score the two Barry McKenzie films, produced by Adams.

Best would become one of the major contributors to the revival of screen music in Australia, with scores for films such as Muriel's Wedding, the first two Crocodile Dundees and Bliss. He has also had a successful career in the advertising game.

He did several scores for Tim Burstall's films, starting with the score for Burstall's The Child episode of the four part portmanteau feature Libido, followed by Petersen and then End Play.

Best had taken a break from composing for the screen after doing the SAFC telemovie The Sound of Love in 1978, but after doing We of the Never Never in 1982, he followed with Goodbye Paradise, the Alex Stitt animation Abra Cadabra, Rebel, The More Things Change, Bliss, and then in 1986, Crocodile Dundee.

Best has a short (at time of writing) wiki here, and he should not be confused with the original drummer for The Beatles.

(Below: Peter Best)

(Below: Best as he appears in the DVD 'making of' for We of the Never Never)

Composer Chris Neal:

This was a relatively early outing for Chris Neal, and no doubt a happier one after his first feature film, the ill-fated Crosstalk, which was an early example of Australian feature film electronica. Neal had followed with the equally little seen The City's Edge and John Dingwall's Buddies before getting the gig on Rebel. It is however notable that Bruce "Man from Snowy River" Rowland was given the job of writing the end titles music, and that Peter Best's songs dominate much of the musical proceedings.

That said, Neal would go on to a long career as a composer of scores for film and television.

At time of writing, Neal had a brief wiki here.

He also had his own website here.

The site contained this biography:

Early years studying classical piano and music theory were followed by an intensive period of progressive jazz study and practise, inspired by the recordings of such great artists as Bill Evans, Bobby Timmons, Oscar Peterson et al.

By the time of the new excitement delivered by the likes of Chuck Berry and Buddy Holly, it became obvious that eclecticism was the only way forward.

The 1960's were alive with music. There were gigs around Sydney with my jazz piano trio (usually Tony (Toot) Simon on drums and John Butterworth on Bass)as well as the absolute joy of playing keys and guitars for many gigs with such well established rock bands as The Showmen and The Powerhouse, while the love of songwriting and composing grew.....

In 1968, the opportunity arose to assist legendary composer Peter Sculthorpe create the score for the Anglo/Australian movie The Age Of Consent, starring first-timer Helen Mirren. What a journey. What a gift.

A bizarre, life-changing accident led to a few months in Vietnam entertaining US troops. The time spent "hanging out" in Saigon set up the next extraordinary chapter of this strangely fortunate life....

Then followed the creation of the hippie, flower-power rock musical, Manchild, which toured Australian capital cities during 1971/72, creating several box-office records along the way.

A focal point of the early '70s was the creation of the solo prog rock album Winds Of Isis. This epic instrumental outing developed a small, but committed following and remains in demand to this day.

Another high point of the '70s was the development of an electronic score for Fritz Lang's silent classic, Metropolis. Live concerts featuring the soundtrack played live on the first commercially available microprocessor-based digital sequencer (The Roland MC-8)were presented around Sydney, while a film company sourced a high quality print to synchronise the music to. When the project was well into development, the word got out that Hollywood was working on a similar idea and the release did not go ahead . However, most of the music still exists in demo form.

The commercial scene in Sydney was thriving in the '70s. Movies, TV, TVCs and records - it was all happening. Ads for clients such as : Sunbeam, Goldenia Tea, Levis, Gilbey's Gin, 2UE, 2GB and Home Journal filled in the weekly slots not used up by record production work for The Marshall Brothers Band, Bob Hudson, Maureen Elkner, The Radiators, to name a few....and there was even an extraordinary situation in which I found myself engineering for the great, sublime Stephane Grapelli.....

By the time the '80s arrived, a career in film scoring was well underway, with many features, TV series, documentaries and kids dramas making up the slate. This remains the main focus today.....

In 1980, The Living Room suite of recording studios was setup at Chatswood on Sydney's North Shore. This became home to the creation of many scores and soundtracks for feature films and television dramas for the next twenty years.

In 2001, we moved to Avalon on the Northern Beaches and set up Springboard Studios, which is still home...

(Below: Chris Neal)

The site also provided this TV and filmography up to 2010: 

(* Co-composed with Braedy Neal)

2010   CASTAWAY            series  Northway Prod2008  BETWEEN IRAQ      AND A HARD PLACE    doco    PrecisionPics2006  THE SLEEPOVER CLUB 2  series   Southern Star*2005  MDA – Eps 5–8       series  ABC2004   FOREIGN EXCHANGE    series   Sth Star/Magma*      NOAH & SASKIA       series  ACTF/BBC*2003  THE CROP            feature  Miracle Pics*2001  THE CRASH ZONE 2     series  ACTF/Disney2000   FARSCAPE 2            series  Jim Henson Co*1999  FARSCAPE             series  Nine TV/Henson*      TIME AND TIDE       telemv  ABC Prod1998  THE CRASH ZONE       series  ACTF/Disney*      MUMBO JUMBO         telemv  Artist Services      13 GANTRY ROW       telemv  Rob Bruning Prod1997  PACIFIC DRIVE 2       series  Village Roadshow*1996  PACIFIC DRIVE       series  Village Roadshow*1995  CORRELLI             series  ABC      JOHNSON & FRIENDS 6  series  Film Australia*1994  HEARTLAND           series  Northway Prod*      THE DAMNATION      OF HARVEY MCHUGH    series  ABC      GP 6                 series  ABC/Matt Carroll*      LIFT OFF 3             series  ACTF Prod*      JOHNSON & FRIENDS 5  series  Film Australia*1993  LAW OF THE LAND     series  Roadshow Coote Carroll      JACK BE NIMBLE       feature  Zee Films (NZ)      GP 5                 series  ABC/Matt Carroll      LIFT OFF 2             series  ACTF Prod      JOHNSON & FRIENDS 4  series  Film Australia      FURTHER ADVENTURES      OF BLACK BEAUTY 4    series  Pro Films (NZ)1992  THE NOSTRADAMUS KID feature  Simpson leMesurier      LIFT OFF 1             series  ACTF Prod       FURTHER ADVENTURES      OF BLACK BEAUTY 3    series  Pro Films (NZ)      BUTTERFLY ISLAND    series  Mediacast      GP 4                 series  ABC/Matt Carroll      JOHSON & FRIENDS 3    series  Film Australia1991  TURTLE BEACH        feature  Village Roadshow      GP 3                 series  ABC/Matt Carroll      JOHNSON & FRIENDS 2  series  Film Australia      FURTHER ADVENTURES      OF BLACK BEAUTY 2    series  Pro Films (NZ)

1990  JOHNSON & FRIENDS    series  Film Australia      FURTHER ADVENTURES      OF BLACK BEAUTY     series  Pro Films (NZ)      THE PAPER MAN       series  Roadshow Coote Carroll      TROUBLE IN PARADISE feature  Regency Pictures1989  SHADOW OF THE COBRA series  View Films      CELIA                feature  Seon Films      THE BIG WISH        telemv  ACTF Prod1988  EMERALD CITY        feature  Limelight Prod      GRIEVOUS BODILY HARM feature  Smiley Films      MARY McKILLOP       telemv  Film Australia      SOLDIER SETTLER     telemv  Film Australia      PETER & POMPEY       telemv  ACTF Prod      PRINCESS KATE       telemv  ACTF Prod      BARRACUDA           telemv  Amalgamated Portman1987  GROUND ZERO         feature  GZ Productions      THE SHIRALEE         series  SA Film Corp1986  BULLSEYE             feature  PBL Prod      THE PLACE AT THE COAST  feature  Daedalus Films      ARMY WIVES          series  Village Roadshow1985  NIEL LYNNE          feature  David Baker Films      SHORT CHANGED       feature  Ross Matthews Prod      AROUND THE WORLD      IN 80 WAYS          feature  Palm Beach Pictures      5 TIMES DIZZY       series  Samson Films      THE LONG WAY HOME    telemv  ABC      DOUBLE SCULLS     telemv  Smiley Films      ARCHER              telemv  Village Roadshow      NATURAL CAUSES       telemv  ABC1984  BUDDIES              feature  JD Prod      REBEL                feature  P Emmanuel Prod      BODYLINE            series  Kennedy Miller      PALACE OF DREAMS    series  ABC      CRIME OF THE DECADE telemv  ABC      TOP KID             telemv  ACTF Prod      TARFLOWERS          telemv  ACTF Prod      QUEST BEYOND TIME    telemv  ACTF Prod1983  THE CITY'S EDGE     feature  CB Films1981  CROSSTALK           feature  Walltowall Films

Musical Director Ray Cook:

Cook's best work in Australian films was scoring Careful He Might Hear You, which had been scripted by Rebel's director Michael Jenkins.

A site dedicated to film scores, here, provided these notes on the composer/music director:

For Careful, He Might Hear You, Carl Schultz engaged the services of another

Australian composer, Ray Cook (seemingly the only Australian composer of the time not to share a name with a rock star), who had extensive musical experience working abroad as a music director in the West End of London during the creative explosion there beginning in the 1960s. With only one film credit to his name, the Australian TV movie Silent Reach, Careful, He Might Hear You was Cookʼs first major solo score…Sadly, Careful, He Might Hear You was Ray Cookʼs first and last major film score. While he contributed to the 1985 Australian film Rebel alongside Best and Chris Neal (of TVʼs Farscape), Cook would pass away in 1989 before he had the chance to compose another solo score to build on his impressive debut. Around the time of the filmʼs American release, Varèse Sarabande released Cookʼs score on LP as part of their ongoing championing of emerging, lesser-known, and international film scoring talent. The label later put the LPʼs contents on a limited edition CD as part of their CD Club in 2006 (after teasing with a cue on the now-rare Varèse Sarabande 25th Anniversary Vol. 2 set) with a strict limit of 1000 copies.

Cook was a musician with a variety of skills - for example, he was conductor on the original London cast recording of Stephen Sondheim's A Little Night Music.

Cook shouldn't be confused with another Ray Cook, who was a choreographer, composer, musical director and arranger, who is listed at AusStage, here.

The Cook of Careful died in 1990, and was the subject of a gala celebrity concert at Shaftesbury Theatre London Sunday, 18th March 1990. The details of the musical numbers and cast are available, here, as is this affectionate tribute by Sheridan Morley.

Other period press reports illuminate Cook's peripatetic career. This in The Sydney

Morning Herald on 18th June 1977:

This in The Sydney Morning Herald on 3rd April 1966:

This in The Age on 7th June 1977:

Cook's soundtrack for Careful has been released on LP in a variety of editions, and these can still be found in the second hand market: