The soundtrack to the film Popeye, starring Robin Williams and Shelley Duvall, was produced, and "augmented" by Harry Nilsson with music arranged and conducted by Van Dyke Parks. The basic tracks were recorded on location in Malta by The Falcons (Ray Cooper, Doug Dillard, Harry Nilsson, Van Dyke Parks, Klaus Voormann, and "The Mysterious Karsten" on organ). The album was engineered by Rick Riccio and Mike Hatcher. Harry wrote all of the songs except for "I'm Popeye the Sailor Man."