Who Goes There?

The Program

The popularity of Bewitched, The Munsters and The Addams Family during the opening weeks of the 1964 –1965 television season led executives of all three broadcast networks to seek out similarly themed programming for the following year. These included two hour-long dramas, The Haunted and The Ghostbreaker, as well as several sitcoms: The Smothers Brothers Show from Four Star, in which Tom returned from the dead to pester Dick; Henpecked, from producer William Dozier and Fox, about “a widower visited by the ghost of his wife, who wants to help him find a new mate”; and Thompson’s Ghost from Bing Crosby Productions, with Bert Lahr as a bumbling 4,000-year-old spirit who attempts to help a typical American family.

Except for the Smothers Brothers vehicle, none of these shows made it past the pilot stage. Nor did Who Goes There? — another proposed sitcom that Newsweek dubbed “perhaps the most ludicrous” of the bunch, featuring “the ghost of General Custer and his Indian lackey, who return from the happy hunting ground to gambol with a ‘typical’ American family.”

CBS programming chief Jim Aubrey, who had championed such lowbrow sitcoms as The Beverly Hillbillies and Gilligan’s Island, greenlit a pilot for Who Goes There? based on a script by series creator George Beck. Under the guidance of CBS executive Stanley Kallis — and with Jack Arnold (who would eventually helm more Gilligan episodes than anyone) as producer and director — filming began on January 5, 1965, at CBS Studio Center.

Pat Hingle starred as Lt. Col. George A. Custer, with comedian Ben Blue as his sidekick, Running Dog. By means that go unexplained in the pilot, the two frequently materialize from images in a painting hanging in a West Los Angeles residence (once owned by Benjamin Custer, a relative of the colonel) into living form, causing much mischief. In the pilot, a real-estate agent (Jack Weston) rents the house to Helen and Tom Woodley (Lisa Gaye and Curtis Taylor), who move in along with their young children, Liz (Kym Harath) and Larry (Randy Whipple).

By February 4, Who Goes There? was on the tentative 1964 –1965 CBS lineup, in the 8:00 p.m. Wednesday time slot between Clarence, the Cross-Eyed Lion (another pilot) and The Beverly Hillbillies. Within a month, however, Aubrey had been ousted in a network shakeup. CBS chairman William S. Paley and Aubrey’s newly installed replacement, John A. Schneider, quickly reshuffled the schedule, restoring Perry Mason and Rawhide to the CBS slate and dumping several of Aubrey’s pet projects, Who Goes There? among them.

The Music

Johnny Williams, who had provided the pilot score for the popular CBS show Gilligan’s Island the previous season, scored two of the supernatural-themed 1965 pilots: The Ghostbreaker and Who Goes There? He composed music for a 30-minute cut of Who Goes There? (during that era, production companies often delivered pilots that ran a few minutes long) under the supervision of CBS music director Herschel Burke Gilbert. Williams recorded the score at CBS Studio Center on January 21, 1965 (just two days after his Ghostbreaker sessions) using 2 flutes, oboe, 2 clarinets, 2 horns, 3 trumpets, 3 trombones, 2 percussionists (his father and Shelly Manne), bass, harmonica, accordion, guitar, harp and keyboard. The composer and Robert Franklyn orchestrated the score.

The Who Goes There? theme might not have been out of place in a lighthearted western of the period (for example, The Plainsman, which Williams scored the following year). To accompany Custer’s finger snaps that magically transported him — and various objects — from one location to the other, the composer used a harpsichord figure marked by an ascending interval (often answered by a descending figure for a subsequent rematerialization), functioning much the same way as the xylophone effect that Warren Barker had devised for Samantha Stephens’ twitching nose in Bewitched.

Williams introduces his Who Goes There? theme for the episode’s initial establishing shots of a residential neighborhood in West Lost Angeles and then a particular house with a For Rent sign out front. Indoors, elderly housekeeper Cogmire (Ernest Truex) hums “Tiptoe Through the Tulips” as he cleans the very dusty living quarters. Williams picks up the tune, providing a cheerful arrangement of the melody. Muted trumpet fanfares, suggesting a cavalry bugle call, interrupt the “Tulips” music for a close-up of a plaque indicating the date and location of the a painting: Yellowstone Bivouac, 1876. Comical strains featuring xylophone and harp underscore Custer and Running Dog coming to life, followed quickly by the main theme on harmonica as the housekeeper cleans the painting. Trilling strings and harp glissandi close the cue as the dust clears. The muted fanfare returns, yielding to comically dissonant woodwinds as Cogmire accidentally tilts the painting to one side. After briefly materializing, Custer returns to the painting, marked by a quick reprise of the fanfare. The main theme returns on harmonica at a relaxed tempo as Custer and Running Dog resume their static poses, woodwinds taking up the melody as the music crescendos to an act-out.

Stereotypical “Indian” music begins the opening credit sequence, leading into a statement of the main theme. An announcer repeatedly voices “Who goes there?” after which each of the series regulars responds with their character name while their credit flashes on screen. Harmonica plays the main theme for Custer, with a bluesy harpsichord passage for Running Dog; the full ensemble takes up the theme for the remainder of the cast.

Following a commercial break, Williams briefly reprises the theme as title cards display the episode’s producing, writing and directing credits. A brief tag then returns the action to the house. After a lengthy segment without music, another tag marks a scene change. Harmonica reprises the main theme as Custer listens in on a conversation between the realtor and the Woodleys. The music segues to comic dissonance as the Woodley children watch Custer through a window pane while he returns to the painting.

Optimistic woodwinds play as the Woodleys decide to rent the house and depart. The harpsichord effect and fanfare mark Custer once again snapping his way out of the painting, not realizing the children have remained behind. The muted trumpet returns when Liz offers to trade her gold star from nursery school for one of Custer’s medals. Having warmed to Custer, Liz gives him a hug and plants a kiss on his cheek; charming woodwind writing for the embrace yields briefly to comic music for Running Dog before the cue crescendos to an act-out.

The main theme leads to trilling woodwinds for the ensuing act-in, finding Custer and Running Dog inside their tent in the painting. Another brief cue accompanies their realization that eight buffalo are missing from their painting. A meandering woodwind theme for the Woodley family greets them as they arrive at the house to move in, while five brief cues cover: a scene change as the parents put their children to bed; Custer offering a toast to the adults before rushing off; police officers mystified about disappearing buffalo; the children waking Custer (an an idyllic woodwind passage); and an act-out as Custer returns to bed.

Muted trumpet and snare drum for Custer mix with a gentle flute figure for Liz as the colonel decides to exchange a medal awarded him by Abraham Lincoln for Elizabeth’s gold star. The series theme returns for the end credits, which appear in an empty picture frame, with Custer and running Dog standing on either side. Custer snaps his fingers to change the title cards.


No music from Who Goes There? has yet been released.


The pilot episode of Who Goes There? is available on Amazon Video (with questionable legality) under the erroneous title Witchcraft.