How the composers of Mafia III’s music made their memorable tunes

The first thing I noticed when I played Mafia III was the music. As Lincoln Clay, the anti-hero who takes down the mob of New Bordeaux, I was driving a car. Barry McGuire’s anti-war song “Eve of Destruction” was playing on the car radio. More than anything, that music took me back to 1968, one of the most troubled years in American history.

But oddly enough, it wasn’t until I had troubles playing the game that I noticed one of its hidden gems, the original soundtrack created by musicians Jesse Harlin and Jim Bonney. Mafia III, published in October by Take-Two Interactive’s 2K label and made by Hangar 13, is one of the major console and PC releases of 2016, with 4.5 million copies shipped to retailers. I loved the story about the merciless crusade of Clay, a biracial Vietnam vet, against the Italian mob during an era of overt racism. But the game was buggy, and critics, including me, panned it for its technical and gameplay flaws.

Whenever the game crashed, I had to endure long loading screens. But that was when the original music came on. And I grew to like it. So I looked into it more. Bonney is a BAFTA-award-winning composer and audio director, and his concert works have been performed in over 25 countries. He created music and sound for games like BioShock Infinite and Mortal Kombat.

Harlin is one of the most prominent composers for video games, having created the music for Star Wars: The Old Republic, Star Wars: The Force Unleashed, and numerous other titles. Hangar 13 audio director Matt Bauer enlisted them to create the music for New Bordeaux, a re-imagined version of New Orleans. Together, they created haunting tracks with steel guitars, the raw passions of the blues, and the sounds of the Bayou.

I caught up with them for an extended interview recently. Here’s an edited transcript of our conversation.

GamesBeat: I played Mafia III all the way through. Can you tell me about your contribution to it?

Jim Bonney: I came on once they’d established the direction they wanted to take. My job was to help them fill out all the music they needed. I did the combat music and some ambient. Basically stuff that’s played in-game.

GamesBeat: About what time did you do your work?

Bonney: I started in about September 2015, about a year ago.

GamesBeat: So the game was far along at that point?

Bonney: Yeah, exactly. Jesse had established the direction they wanted to go, musically. Then it was just a question of how to execute on this style. They wanted me to focus on trying to write tunes, stuff that had good hooks. It wasn’t just typical combat underscore. It was supposed to be catchy, something that would grab your ear.

Jesse Harlin: I had worked in the past with Hangar 13’s audio director, Matt Bauer, on a couple of projects. When they started working on music for Mafia III, Matt asked if I’d be interested in talking about it. That was two and a half years ago now. Maybe closer to three. It was a very organic thing. He told me a bit about the game and I started to brainstorm with him. It rolled along from there.

GamesBeat: Can you talk about the theme song, the original? What’s the instrumentation there?

Harlin: Yeah, “New Bordeaux”? It’s acoustic guitar and cello, the two primary instruments. Then about halfway through the track you get to a full blues band coming in. I had done some demos for them, and they liked what they’d heard.

It took us a little while to originally figure out what direction to go. When we started out, after reading through the scripts and learning what the game was about, I thought there were about four different directions to take the game’s score. You could do a traditional orchestral score, which is what Mafia and Mafia II had. You could do a rock score, in keeping with what was going on in rock in 1968. You could do a funk score, which—it’s funny. My demos there sound a lot like what eventually ended up going to Marvel’s Luke Cage series. And then the fourth option was blues.

Blues is the one that seemed to resonate the most with everybody. It was the most interesting, the most unique, and the most challenging, but also the riskiest. We were going to keep doing an orchestral score as a plan B, in case the blues score didn’t work out, but the next step—we wanted to go away and take this idea of doing the blues, but do a cinematic version of the blues. We needed to figure out how that would work.

They had a particular development milestone come up where they wanted about 10 minutes of music written for the game to accompany a vertical slice, a big chunk of the game. “This is what the finished version of the game can look like. This is the bar we’re shooting for.” The main theme is one of the pieces that I wrote for that 10 minutes of music.

I like to work early, when I’m working on a game, on a main theme. It helps set the course for everything else, set the tone and be a source of thematic material for the rest of the game. I worked on a couple of different versions. The first thing I did was actually just body percussion and vocals. Haden Blackman, the game’s creative director, didn’t like the idea of going with a track with vocals, so I went back to the drawing board and did this track with the acoustic guitar.

In one of my early demos, Matt had really liked a cello that I’d put in one of the cues. We talked about it and went back and forth about how cello isn’t traditionally a blues instrument, but it resonated with him. He got excited about it every time he heard that cue. So did we think we could make blues cello work?

When you’re talking about music from the 1960s, there’s so much experimentation going on. So many people were in the studio throwing all kinds of different combinations of instruments together, all over. There was this great sense of experimentation. I said, “Yeah, sure, I can make it happen.” I did that track and handed it over to them. Haden adored it. He put it on the front loading screen for the game, and it just never moved. It was there for the next two years. He kept insisting that that would be the theme. Nobody could touch it. He loved it. Something like this, too, you could stitch it on to any other cue I wrote in the game and it’ll all flow together really well.

GamesBeat: It has a kind of ominous feel to it.

Harlin: For sure. The first cut scene they gave me to score is one that never actually ended up in the game. It was a scene where Lincoln takes a guy down into the ruined basement of Sammy’s bar, where he’s hiding out. He ties the guy up and threatens to unleash on him all the psychological warfare techniques he learned in Vietnam. The mere threat of all that, mixed with this array of nasty-looking implements spread out on the table, is enough to break the guy and he gives Lincoln the information he’s looking for.

That was the first scene I saw, what set the tone for what the story was going to be like and how the cutscenes were going to play. There was no question that this was going to be a dark game, and the music needed to reflect that.

GamesBeat: You mentioned the rock and other ideas. I know there are more than 100 songs that were licensed for the game as well. How did that fit together? What were the appropriate moments for using original music versus licensed?

Harlin: The implementation of the licensed stuff, and the choosing of which tracks to license, that was all handled by 2K. That wasn’t something Jim and I were involved in.

Bonney: That was a lot of Matt and Haden, guys like that. But we were super influenced by that stuff. Both of us dug really deep into what music was going on back then, what people were doing. It was such a fruitful time, especially for the blues influence. All that music was influencing us while we were writing.

Harlin: It’s a funny thing. You talk about blues, but you’re also talking about 1968, which is the beginning of modern rock and roll. You’re getting away from early rock – Elvis, Bill Haley and the Comets – and getting more toward stuff like the Rolling Stones and Led Zeppelin. The things those guys were listening to at the time, the things influencing their music—it was the blues. They were listening to Robert Johnson and Muddy Waters and John Lee Hooker. In some cases they were flat-out doing covers of Muddy Waters tunes.

We went in this strange feedback loop, where the blues influenced rock, which influenced Jim and I as musicians growing up. Then we came to this project, where we decided to the blues back in 1968, which was influencing rock. It’s all this big circle. It went together really well. But Matt could tell you a lot more about the specific placement of the licensed music, like the use of “Paint It Black” during the burning of Sammy’s bar and stuff like that.

GamesBeat: More from the licensed music, I got a sense of the political angst of the era. A lot of those songs are associated with images from the Vietnam War, like The Animals, “We Gotta Get Out of This Place.” Or “Eve of Destruction.” It was interesting to play the game with all this music that — it’s maybe half a generation before me, but I grew up with it as well. In a game with a lot of violence, there are all these anti-war songs.

Bonney: The role that Jeff and I did musically was to get behind the specific characters and the story they were telling. But there were aspects of digging into Lincoln Clay’s background, into his Vietnam experience, musically.

Harlin: There are times in some of the stuff we’ve written—in fact, you’ll hear this in the game a lot. If you play the whole thing, you may have noticed this little moment, a little musical stinger that plays every time you enter the enemy turf area. There’s a little swell of an instrument. That’s actually a Vietnamese instrument, and not just that, but a Vietnamese instrument with tons of reverb on it. It’s done to call back to this concept of the ghost of Vietnam, the ghost of Lincoln’s past. He went away to Vietnam and it impacted him. He brought something back with him. He’s trained in warfare. We wanted to call back to that.

One thing we did, we made sure that all of the main characters are represented by a different kind of guitar. Lincoln Clay’s guitar is a single-coil Fender, just like Jimi Hendrix was so famous for playing. Hendrix himself is a guy who was in the service. We had a lot of things that we tried to connect between the world of Lincoln Clay and the music we were writing.

The body percussion, too. I recorded a bunch of body percussion for the game. We got steppers in from Tennessee State University. If you’re not familiar with stepping, it’s this very percussive, very aggressive sound. Super rich in testosterone. It comes from a mixture of backgrounds, a musical heritage that rose up out of black fraternities and sororities in the U.S. It starts in the 1940s, but really gets rolling in the 1960s. It draws its influences from African rhythms, from military drills, and from choreographed pop-group dance routines, like the Temptations.

Being this thing that was coming out of black culture in the ‘60s, I wanted to make sure that it was reflected in the game. But when you consider that it came out of fraternities and Lincoln didn’t go to college, I figured it was a kind of thing that he probably was exposed to when he was over in Vietnam. Other guys in his unit may have shown him stepping routines or something like that. But it was a sound that I thought would have stuck with him. That was another thing I wanted to reflect in the score.

GamesBeat: Because there was so much political music in the game, I almost felt like that was part of the storytelling. I don’t know if you could speak to that? If you play the game without some of this music, and then play the game with, it seems very different. Did you guys feel like you were in sync with that, or were you doing something entirely different?

Harlin: It’s hard, when you’re doing something with no lyrics, to try to bring in a level political or cultural subtext. It was there. We were very much in tune with trying to make music production call backs to the music of the 1960s. We recorded in Nashville for two weeks with these amazing blues players.

Bonney: Any chance we got to try to really get resonant sounds from that period, we wanted to jump on that. The assistant engineer, Austin Atwood, had an old period Echoplex, which is a tape-based echo. When we still had a few hours of studio time left on the last day, we just started running tracks through this old tape delay so we could possibly use that later.

We did the same thing with a plate reverb in the studio. You send an electric signal through the plate and it excites the metal so that it shakes. It’s this very unique quality, very reminiscent of early recordings. We recorded a bunch through that plate to get that in as well.

Harlin: You can do it all digitally now, but there’s something about being able to do it with the original gear from the ‘60s that was a real pleasure.

GamesBeat: We talked about “New Bordeaux.” Are there other tracks you’d point to by name that are also particularly interesting?

Harlin: The way the score broke down, 2K asked me to score the cutscenes and the thematic material. They asked Jim to tackle the interactive, ambient, and combat music system in the game. What you’ll find is that on the soundtrack, the cues more or less alternate back and forth between Jim and me.

Something like “Eleventh Hour Blues” is put together from a sense of telling a story through what’s interactively based on enemy awareness of the player’s activity. Something like “A Kind of Peace,” that track is, I think, mostly music that gets used in-game behind Father James and all the moments where he’s talking to the camera about his past and about the impact Lincoln Clay is having on his world and on New Bordeaux. It goes back and forth like that, between the two functions of the music.

GamesBeat: A lot of the job, I suppose, is to take the player back in time to this era. That’s the ambient music. And then you have things like the combat music, which set a mood.

Bonney: And also to amplify the experience. If there’s a way we think we can make the player experience more rich, we’re going to try to do that by adding music to that moment.

Harlin: As composers, we’re basically storytellers. We just don’t use language. We use music. Everything we do is in service to the story that the game team is trying to tell. We do that by trying to augment and support with a foundation, an emotional underpinning, for everything else that’s going on. It impacts every decision we make as we’re writing music.

GamesBeat: To me, it seems like an ultimately tragic game, where your main character goes down this road to hell and doesn’t really look back. Would you say you tried to match the music to that arc?

Harlin: It’s a dark story, but it’s also set in a dark time. It’s almost a necessity, to tell a dark story there. When I read through the script for the first time, I was blown away by the quality of it as a story, and as a game story, a story being told interactively. I adore video games. I don’t consider myself a film, TV, and game composer. I’m a game composer. I’ve been doing this for 18 years. I don’t know of another story like this in games, something this impactful.

Working with Haden and Matt at Hangar 13, they were insistent on—I think that’s why they wanted to go this route with the score. They didn’t want to go with the funk score that I suggested, or the rock score. They wanted something that would feel heavy and impactful, just like the story they were trying to tell.

GamesBeat: As far as where your music fits versus where the licensed music fits, can you talk about that a little?

Harlin: As I say, I wasn’t involved with the decisions in where to put the licensed music, but I was very impressed with the fact that they wanted to place licensed music in the score like they did. In part because, whether it was conscious on their part or not, it’s very reminiscent of what was actually happening in film scores in the late 1960s.

If you take a look at the time period, you have a movement among these kind of renegade Hollywood directors – Scorsese, or George Lucas with American Graffiti – movies like The Graduate or Harold and Maude, these films used pop songs as part of their score. And not pop songs that we’d call indie or alternative nowadays. It set a tone for back then.

Even now, when you look at a lot of Vietnam movies, Vietnam films seem like they tend to not have a lot of underscore in them. They have a lot of pop music in them, like Full Metal Jacket, Platoon, Apocalypse Now. Kubrick does it too. He scored 2001 using classic music that was pre-composed for other things, placing it in his film. It wasn’t the kind of typical film scoring that had been done for decades before that. It was a new way of thinking. Let’s take existing music from out in the world and put it in a movie and see how it impacts. Tarantino does it most notably nowadays, but it was very much a thing in the late 1960s. I thought it was so hip that 2K ended up doing that for a game set in 1968.

GamesBeat: Where did you find that Vietnamese instrument, by the way?

Harlin: It’s a combination of research through things like Wikipedia and then finding sample libraries online. The sample set I found was pretty limited in what it could do, but you figure out how to write to what you’ve got. I wasn’t going to make it a constantly featured thing. I just wanted it to be a texture that appeared every now and again in the background. When 2K heard it, they liked it, and they asked me for elements of it so they could use it in other places in the game. That’s how it ended up being that little stinger sound effect that happens every time you cross into enemy territory.

GamesBeat: How much original music is there? I don’t know if it’s measured in minutes or anything like that.

Harlin: It’s more than 100 minutes.

Bonney: Way more than 100 minutes.

GamesBeat: The loading screens, is that where you’d hear something specific every time, or is that always a change?

Harlin: I think it changes. I think the way Matt handled the implementation of the loading screens is there’s a randomized playlist of cues that—each time it goes to a loading screen, it fires off this bucket of cues and pulls randomly from there. I’m not sure how many are in there. I know it’s a number of them, maybe 10 or more.

GamesBeat: Was that a pretty big challenge, the volume of music you had to supply?

Bonney: I’ll answer “yes.” [Laughs] By the time the team was solid and knew what they wanted to do, it was time for Jesse and I to sprint.

Harlin: Yeah, it was. What was more of a challenge for me was—it wasn’t so much that we had that much music to write. It was the notion that we were then going to record all of it live. That was an enormous undertaking. It took a tremendous amount of logistical planning to figure out what would be the right way to do it, the right place to do it, the right order of songs to record in, the right order of instrumentalists to bring in on a particular day. Everything took a ton of forethought before we got into the recording studio. Once we got into the studio, it was a Herculean effort to keep the whole thing on track.

Writing it is a huge task, but it’s about a third of the task. After you’ve written it all, you have to go and make it real. That, to me, felt like the real giant scary bit.

GamesBeat: Did you have to go back and redo anything several times? Was recording an iterative process?

Harlin: Not recording, no.

Bonney: During the demo part, though, yes.

Harlin: We wrote every cue before we went to Nashville. Everything had to be approved and that was an iterative process. We had to do a demo of every single cue we did. Once those demos were all approved, then we had a road map to follow. You don’t get multiple chances with the recording process. If something doesn’t go right, you just get what you get. You have to get it right the first time.

Bonney: Talking about an iterative process, for me it was pretty binary. I was just writing songs. There was maybe only one that we iterated on. Otherwise it was more me self-editing. I probably wrote more than 100 songs. I didn’t send in nearly that many, because you get far enough into something and realize, “No, this isn’t going to work.” But they would listen to things, and if they liked it, good, and if they didn’t, it was back to the drawing board.

GamesBeat: One good thing about the long loading screens, I guess people have to listen to this a lot.

Harlin: It’s a captive audience, yeah.

GamesBeat: Especially those of us who are less skillful as players. We keep doing the combat over and over.

Harlin: I’m one of those people too. It’s funny. When the game first launched, the very first day, I was playing it on my PS4. The PS4 has this thing it’ll do where it tells you it has downloaded enough of the game that you can start playing it. I’ve never done that before. Usually I just wait for the whole game to download, but I was excited to get in and play the final game. So it said, “Okay, you can start it up,” and I did, but it wasn’t quite right. All it did was hang on loading screens.

I didn’t know it was going to do that, but I had fired up Facebook Live and I was going to live stream myself playing the final game for a moment. The loading screen kept going on and on and the music was playing. The actual game never came about, but what ended up happening, I wound up doing about 40 minutes of commentary track about the music. It would play different pieces, people kept joining and asking questions about the music, and I kept talking about pieces and cues. It became this strange little music workshop, because the game hadn’t finished downloading.

Bonney: I was wondering about that. I thought that was brilliant.

GamesBeat: Have you heard any interesting feedback from players about the music?

Harlin: I’ve heard nothing but praise, which has been very heartwarming. The reviews have called out the soundtrack time and again as a 10 out of 10. When a review wraps up and they list all the things you should make sure you don’t miss, the soundtrack is frequently mentioned, which is pretty awesome.

GamesBeat: Is there anything else you’d like to mention?

Harlin: We had a blast doing this. It was a lot different from anything else we’ve done. I don’t know of another game score that sounds like this. It was fun to work on and fun to work with Jim. I’ve spent most of my gaming career writing music for Star Wars. In some ways, there were things that were very similar. It was about telling a story and all these thematic elements that interweave. But being in the deep south in 1968 is about as far as you can get from a galaxy far, far away. It was an amazing experience to be able to do that.