Song: Treadin’ Light / Boogie Man
Composer: Sid Phillips
Record Label: KP Music Recorded Library (KPM) KP 048A
Released: 1960
Location: Galaxy News Radio
Despite the swapping of the names, this side of the track is the clarinet instrumental which plays in the streets of Washington DC with Three Dog providing narration though he doesn’t explicitly name this song.
If you’re wondering why the song seem longer, it’s the same song more or less, but the version in the game is 15 seconds shorter and missing several measures while repeating others. Hopefully below will explain this confusing arranging situation.
The song otherwise known as “Boogie Man” aka “Treadin’ Light” appears in as far flung places as S3E5 “The Flayed” of Stranger Things where it is briefly heard in Murray Bauman’s safehouse as it pans over the radio equipment in the room. S2E4 of Indian Summer also has the song emanating from a gramophone as the characters argue over “no more bloody war”.
The shorter edited version of “Treadin’ Light” also appears as “Boogie Man” on the album Jump the Rhine - Volume One credited to Sid Phillips and his Melodians. As noted before, Sid Phillips had left the Melodians as one of his first bands for some time after the 1920s before KPM created the recording in 1960. However, very confusingly, Sid Phillips did record with The Melodians a song called “Bogey Man” in 1928, with one “O”.
Unusually for library music, this song is listed right alongside the other more familiar vocal tunes in Fallout 3′s end credits. However instead of the plethora of copyright information, artist name, and record labels, all of that is replaced with “Courtesy of APM Music, Inc.” The title is given as “Boogie Man” which was copied from the same error made in the 1993 APM CD.
The 1970 LP reissue’s track description is:
Medium - rhythmic
While the 1993 reissue for this melody is:
Catchy clarinet feature.
Though the melody is the same, the track title on the 1993 CD is “Boogie Man” instead of the original “Treadin’ Light”, meaning the two sides have swapped places on the CD itself.
Above: sample of the official sheet music for the clarinet segment of “Treadin’ Light” (otherwise known as “Boogie Man”) composed and arranged by Sid Phillips and published by Peter Maurice Music (the M of KPM). The copyright date for the composition is given as 1943. The Seven Part Swing Series contains seven parts for conductor/piano, bass, drums, guitar, saxophone, trumpet, and of course clarinet.
Part 2: About the Recording
Again as with all the other library music recordings, it’s not particularly clear who exactly performed on the recording as the Group-Eight Players.
KPM or KP Music had their own house orchestra ranging from the Group-Five Players all the way up to the Group-Forty Orchestra.
Sid Phillips appeared to have an early relationship with the company that would later be known as KPM. He composed and published “Treadin’ Light” in 1943 and “Boogey Man” in 1946 (later retitled “Boogie Man”) for Peter Maurice Music. Though he was a prolific disc cutter, Sid Phillips did not appear to have recorded these songs when he wrote them in the 1940s.
In 1960, it’s likely that Sid Phillips brushed off a couple of compositions he wrote in the 1940s for Peter Maurice including other songs like “Mister Charles” “Sugar Beat”, “Society Swing”, and “Rock Cake”. Given that the songs were originally part of the Seven Piece Swing Series and his familiarity with the as-yet unrecorded songs, it’s likely the Sid Phillips himself served as the eighth member of the Group-Eight Players either on his trademark clarinet or conducting.
In 1960, the 78s would be issued by Keith, Prowse & Co. or the KP Music Recorded Library. Later on, all three would combine to be Keith-Prowse-Maurice or KPM. This marked a sea change in the company which wanted to expand its output and styles with these Sid Phillips tracks caught in the transition period just prior to KPM releasing its celebrated 1000 Series Greensleeves.
The silken strings of tracks like 'Limelight Waltz' and 'Pink Fizz' by The Group-Forty Orchestra, KPM's other stalwarts in the late 50s and early 60s, sound like another world, sepia-toned and chalk-striped. "It was a good library," as Mansfield said, "but it was second division." All that was about to change.
While KPM was in the midst of releasing their Greensleeves, engineers had the foresight to release the Brownsleeves (or Orangesleeves), reissuing the original KP Music 78s on updated LP formats in 1970. Like the Greensleeves, these albums had the identical cover art of the titular color with only the track listing on the back giving a hint to the contents.
If there was doubt that the title swapping was a fluke and the labels were accidentally pasted on the wrong sides of the 78, “Treadin’ Light” and “Boogie Man” were reissued by KPM in 1970 as a Brownsleeve KPM LP 9 from 047-052.
The narrator announces the track titles as “KPM 048A” for the clarinet melody in “Treadin’ Light” heard in Fallout 3 and “KPM 048B” as the zany melody in “Boogie Man” which matches the original catalog numbers of the sides of the 78.
Above: Detail from the back of the KPM LP detailing the track listings and a disclaimer that the LP was a reissue of the original 78 rpm discs.
The same Sid Phillips tracks were reissued in 1993 on the KPM CD Archives Series Volume Six - 1940s and 1950s. The cover art features several black and white photos including one of Donald Duck. This picture of a Disney character may or may not be censored on APM sites with the sticker on the left, presumably due to copyright issues.
It is here on this 1993 CD where the track titles for “Boogie Man” and “Treadin’ Light” were swapped.
Some of the liner notes from the CD adverting “authentic sounds of the 1940s and 1950s”. Though “Treadin’ Light” and “Boogie Man” were composed and published by Sid Phillips in the 1940s, it does not appear that he recorded them during that time.
The KPM 78s state they were published/recorded in 1960.
Additional liner notes from the CD showing that the “boogie” description no longer aligns with “Boogie Man”, and “Boogie Man” now advertises a clarinet solo which it did not have previously.
If that wasn’t confusing enough, on top of the name switching, the track called “Boogie Man” on the CD was slightly altered from this side.
As shown above, the upper track is the original 1960 version of “Treadin’ Light” coming in at 2:52. The lower is the 1993 CD reissue retitled as “Boogie Man” and only 2:21.
The green portion is the clarinet solo which is only played once in the original 1960 recording. The 1993 version repeats the clarinet solo three times and removes several portions of the song represented in gray including a segment where the entire band joins in to repeat the phrase.
Therefore the exact track heard in Fallout 3 is an edited version of the 1960 recording of “Treadin’ Light”, composed in 1943, reissued in 1970, and swapped titles and edited in 1993 which was retained in the end credits for the game.
To end on a different note, there is one last mystery for the track known as “Boogie Man”, originally called “Treadin’ Light”.
In 1953, Italian sheet music publisher release a reprint of Sid Phillips Seven Piece Swing Series, including “Treadin’ Light”.
Italian sheet music for “Treadin’ Light”, the piano/conduction portion.
Suggested Italian lyrics for “Treadin’ Light” aka “Occhio al semaforo” by Taba aka Adelmo Tabarroni.
The inside cover features lyrics in Italian for “Treadin’ Light” aka Sid Phillips’ “Boogie Man”.
Though my Italian is quite rusty, the words appears to be eulogize the humble traffic light, a potential English pun for “Treadin’ Light”. Here are the Italian lyrics in full:
In mezzo alla contrada c'è un semaforo
Che cambia di color e che s'illumina
Che silenzioso regola
Con precisione
Chi passa per di là
Tra quell'andar chiassoso d'automobili
Tra quel « via vai » di uomini che passano
C'è sempre qualche macchina,
Qualche pedone
Che se ne infischia e va
Ma la guardia ch'è al semaforo
Grida allora con un vocion
« Contravvenzion! Contravvenzion! »
E non vuol sentir ragion
In mezzo alla contrada c'è un semaforo
Che cambia di color e che s'illumina
Che silenzioso regola
Con precisione
Chi passa per di là
Of course while these lyrics are interesting, it is difficult to set them to the music mainly because the sheet music does not indicate where they should go and the fact the lines do not rhyme like many songs do.
It would be quite an Euterpean procedure to try to play this song heard in Fallout 3 and try to unite them with these Italian lyrics.
Listen to the flip side “Boogie Man” here. Find more library music tracks used in Fallout here.












