The first disc of this deluxe 2-CD set for the Popeye soundtrack features the original music from the film with the previously unreleased score composed by Thomas Pierson. The second disc features previously unreleased soundtrack demos by the film’s composer, Harry Nilsson, including two songs written for the film but never used, “Everybody's Got To Eat,” and “I'd Rather Be Me.” Another track, “He Needs Me” has Harry teaching Shelly Duvall how to sing the song.