By @charlesaustin

As of today, the RWBY Volume 3 soundtrack is available for download via iTunes. While you were waiting for the album to drop, I was on the phone with RWBY composer Jeff Williams to get the scoop on his music and creative process.


No matter how familiar you are with the songs after watching RWBY Volume 3, there’s probably something you haven’t deciphered in the lyrics. Jeff likes to stay one step ahead of everybody else, using his lyrics to foreshadow future events. “I really never want to spoil anything,” he said. “That’s the last thing I ever want to do. But what I’ve been able to do is to have the fans look back on old song lyrics that I released a year ago and say, ‘Oh look, it was right there. He told us, he told us this before.’”

So what clues about the future of RWBY are planted in the lyrics from Volume 3? Well, Jeff’s not just going to tell you, of course. But he is willing to take you behind the scenes to see exactly where the music comes from. Let’s walk step by step through his creative process.

Step 1: Find Cool Words and Phrases

If step one sounds pretty simple, that’s because it is. Here’s Jeff:

“One of the very first things I’ll do when I read the script is, I’ll just go through it with a marker and highlight words and phrases that I think are cool. You know. They might not even necessarily have any huge meaning. But if it’s just a line that a character says, or even a description of a setting that I like the sound of, I’ll make a note of that.”

“I’ll end up with a text document full of just random little words and phrases that I pulled out of the script. And as I’m writing songs I’ll have that open. So sometimes it’s not even all that deep. It’s more like, ‘Oh, that’s a cool word, I’m gonna use that word.’”

Step 2: Have Access to Secret Info

Sorry, you can’t try this step at home. One key aspect of developing the lyrics is knowing what’s already happened in the characters’ past, and knowing what’s coming in the future:

“Sometimes [the inspiration for a song comes from] a much bigger picture of the story or the character. Either knowing where their backstory comes from – which sometimes is a secret privilege that I might have – to knowing where their story is going, which again is a secret privilege that I might have.”

“So for example with Weiss’s character, I was able to have a little bit more knowledge of her background story and her life and, you know, her feelings and her life before she got on camera. And again that would come from a discussion with the writers and producers about who this character is and where their background really came from.”

Step 3: Identify the Emotions of the Scene

“For any given scene that you’re going to write the music for, there’s this obvious thing that happens first, which is like, ‘What’s the general tone of the music? Is there tension building, is this someone being emotional? Is there some love between the two characters on the screen at the moment? Is it a battle scene?’ So there’s a basic thing of, ‘What are the emotions that are happening onscreen at that moment, or throughout this five minutes?’.”


Step 4: Find a Tempo and Choose the Instrumentation

So now we’ve figured out the emotions on screen and gathered some basic words and themes. How does the actual music begin to come together?

“I’m gonna find a tempo. Whether it’s this slow and brooding thing or whether it’s this high-energy fast thing, the very first thing I’m going to try to identify is tempo.”

“And then instrumentation. Again, is this gentle strings, or is this full rock band? Or a combination, or somewhere in the middle, or transitioning from one to the next?”

Jeff also has the option to reuse any particular character’s theme music. But do you want to repeat the same theme every time a character appears?

“Sometimes you do, sometimes you don’t. Just because there’s a character onscreen doesn’t mean you always want to use their theme. It would get kind of boring and predictable. So you know, sometimes we turn those themes inside out in very different ways. That’s a big question too – am I going to work the character’s theme in at all? Is it going to be blatant and obvious, or are we gonna try to sneak it in, or play around with that character’s theme?”

Step 5: Create a Drumbeat and Watch the Scene Over and Over and Over

“Let’s say we’re going to put a song along with a fight scene. I’ll do a drumbeat first. That’ll give me my tempo and my energy, and at that point I’m probably just gonna sit and watch the scene over and over again, so I’ll loop a little section of it with my drumbeat going and I’ll just watch that over and over and over and I’ll look for the movements of the characters as they’re moving, running, jumping, and fighting.”

Step 6: Find Rhythms in the Animation

“This is a really core concept that Monty and I talked about all the time, and it’s a very core part of the way he worked. He established the [method] that a lot of the animators have followed through with, which is that there’s always rhythm involved. For Monty, everything was music, everything was dancing, everything was about rhythm. So what a great thing for me, to be able to work with someone who thinks in that way.”

“I always considered it this game where I would watch the animations and try to guess the tempo that the animator was thinking about while they were making the animation, and look for the rhythmic movements in the animation itself.”

“These characters – they step and they jump and they punch. And they step and they jump and they punch. So you’re looking for drumbeats you know? Drumbeats and rhythms in the movements of the characters. It’s almost like they’re dancing while they’re fighting or jumping, so it gives you a whole different way of almost turning anything into a music video.”

“And then it gets interesting because you’ll get into something rhythmic, and all of a sudden the animation will pull you away from it. And you’re like, ‘Oh shit, now what do I do? I was in this groove and now the animation seems to be not in it anymore.’ So then you say, ‘Well now what happens? Do we change the music? Do we just go with it? Do we ask if they can tweak the animation?’”

Step 7: Well… Compose the Music

It sounds obvious, but now that everything else is in place, it’s time to get down to the heart of composing. As Jeff says:

“You know, sooner or later there is a lot of flat-out sitting at the keyboard and/or the guitar.”


Jeff writes pretty much every song on his 1964 Wurlitzer 140B electric piano.

So there you have it. You’re almost ready to make your own RWBY Volume 3 soundtrack. All you need now is a home studio, keyboards, guitars, amps, studio monitors, a computer, a digital audio workstation, audio hardware, software plugins, decades of musical experience, audio engineering experience, production experience, and a contract with Rooster Teeth. Shouldn’t be too hard, right?