Sir William Walton was first hired to write the score, which would have been his last. Because of his advanced age, he turned to friend Sir Malcolm Arnold for assistance with the orchestrations (which Arnold supplied, as well as writing additional cues). Producer Harry Saltzman rejected the score, stating it wasn't long enough. Ron Goodwin was hired to write a new score, but when told he would be replacing one of Walton's, his first reaction was, "Why?" Goodwin eventually wrote the replacement score, but Laurence Olivier threatened to have his name removed from the credits if none of Walton's original was used. For this reason, Walton's original music was kept for the "Battle in the Air" sequence towards the end of the film.