[Exclusive - Mission: Impossible III - First Listen]

When "Alias" creator J.J. Abrams was looking for a composer for his new show, he came across the work of Michael Giacchino, who had just the previous year burst onto the video game scene with his orchestral score to Medal of Honor. The work that Giacchino did for "Alias" would change over the next few seasons - starting with a more electronic/orchestral fusion, to this year\'s final season, where the music is all orchestral. Many folks made the reasonable comparison that "Alias" was a lot like a modern take on "Mission: Impossible" - a secret government agency that takes on a lot of covert operations, uses fancy gadgets, and always saves the day. So it was no surprise when it was announced that Abrams would direct the latest Mission: Impossible feature film.

Abrams was smart about it - he brought on board people he worked with before. Everyone, from his production designer, editors, and writers were people he had worked with on "Alias". So it was that Giacchino (who also scored the music for Abrams\' hit television show "Lost") came on board the film. With a 112-piece orchestra, the score was recorded over eight days in March 2006. (Please see our Photo Essay for coverage of the scoring sessions.)

Giacchino used two themes from "Mission: Impossible" composer Lalo Schifrin: the main title theme, and the theme known as "The Plot". In addition to those, he wrote two new themes which, while paying respectful deference to Schifrin\'s material, are distinctly his own. The first is the "IMF Theme", a militaristic brass fanfare. The second is a love theme heard for the emotional scenes involving Ethan Hunt (Tom Cruise) and Julia (Michelle Monaghan).

The soundtrack album contains approximately 65-minutes of score - there have obviously been some cues truncated or omitted from the album altogether. Nonetheless, the album - which will be released by Varese Sarabande on May 9, 2006 - contains most of the bigger cues from the film, and even includes a recording of the "demo suite" that Giacchino wrote last year.

SoundtrackNet has not yet seen the film, but what follows is a track-by-track analysis of the soundtrack, with tidbits of information gleaned from our time at the scoring session. We hope you enjoy this exclusive "First Listen" of Michael Giacchino\'s score to M:i:III.

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1. Mission Impossible Theme (0:51)
Actually the End Titles from the film, this high-energy track showcases Giacchino\'s spin on Lalo Schifrin\'s theme. The major difference is a string countermelody, and the track ends with a nice big fanfare.

2. Factory Rescue (4:14)
Schifrin\'s "The Plot" theme is heard here, on piano and French Horns, then flute. Soon the whole orchestra builds up into a playful militaristic variation of the IMF Theme. As the strings slowly swirl in an ostinato, the brass fanfare builds up and snare drums slowly create a driving energy. Then "The Plot" is stated again on the French Horns, brass, and then piano. Dissonant and tense strings slowly build with the orchestra and then the snare drums come back and the strings and brass build into a burst of the IMF Theme variation. As the piano softly repeats the ostinato, the strings provide tension. A trumpet plays the IMF Theme, and a soft bongo rhythm keeps the tension on edge, as flute (with a bit of flutter tongue) give way to a dramatic dissonant chord. The orchestra builds again, and climaxes with a flourish, and a French horn hangs over the edge. It should be noted that at this point, the track ends - but in the film, there is a whole other half to the action sequence!

3. Evacuation (2:46)
Pounding timpani and a tight string ostinato starts out the track. Punctuated brass hits counter the IMF Theme on the strings. Soon a new descending ostinato starts in the strings, as the brass slowly builds upwards. Now a fanfaric brass ostinato is countering the rhythmic hits, that builds into a climax. Pizzicato strings give way to the IMF Theme on the brass as the strings pass an ostinato between them. The brass builds back up again, erupting in a second climax. Tremolo strings swell, bringing in the full orchestra for another militaristic variation on the IMF Theme. Swirling strings and harp underscore the brass repetitions, as the whole piece builds to a final climax.

4. Helluvacopter Chase (3:14)
Almost tender strings start out the track, but very quickly are overtaken by another tense rhythmic ostinato. This frenzied track has pounding percussion rhythms, blaring brass, and very few respites. Ascending and descending woodwinds keep the tension maintained. With plenty of building ostinatos, the track hits a climax, but the action keeps going. Soon the strings are doing the ascending/descending motif, but it all builds up into an eruption of orchestral fury.

5. Special Agent Lindsey Farris (2:46)
A soft tremolo brings in a harp and string heavy piece. The emotional elements are similar to elements heard in Giacchino\'s work on "Lost". Soon a French horn comes in, providing a somber tone as the strings and harp continue the melody. A sustained string note is held, and then a soft half-step bass line is heard, as lush finish off the theme. A bit of dissonance and darkness end the track.

6. Ethan and Julia (1:24)
The more emotional material continues here, with the main love theme for the film. Strings start the track out, but quickly fade away. A piano then plays the love theme, as strings provide backing. Like the previous track, it ends with a dark string note.

7. Humpty Dumpty Sat On a Wall (5:55)
As we start off the Vatican sequence in the film, a playful bass line on piano, along with percussion and woodswinds plays out with little hints of Schifrin\'s M:I theme. It builds slowly, adding in the strings, and bits of brass, then we get a burst of the M:I theme - but then we\'re back to a jazzy piano bass line. A tense rhythmic string ostinato in 5/4 starts up, with the M:I bass line. It builds again to another burst, and we get another taste of the main melody on flute, before it tapers off and we get a swell of timpani. The piano bass melody changes, and we hear the IMF Theme on the woodwinds. The strings trill, then the IMF Theme is on the brass. The whole thing repeats, slowly building in intensity - then it hits a momentary climax. Now the piano bass line continues, as dissonant strings pulse, and we hit another swell. The piano shifts, and then we get dramatic French horns playing a new motif that eventually serves as a countermelody to the M:I theme. Now a jazzy flute comes in, and then the whole orchestra starts to build in intensity. The strings and brass share the motif as it builds. Then it all drops out, leaving us with soft pizzicato and piano. Soon it all builds up again, but then comes back down - but then the track ends with a full version of the IMF theme.

8. Masking Agent (3:41)
A taste of the M:I theme is heard, then more playful piano and strings with small brass hits show up. The track starts to build, as the bass ostinato maintains the pattern. The track bounces a bit between brass heavy and string heavy material, and soon a new motif is heard in the strings. The fun energy is maintained into the second half of the track (a new cue) with flutter tongued flutes building up into a 7/8 version of the M:I theme. The strings play a descending motif, swelling into a descending piano. The track ends with the orchestra dropping down into a flourish.

9. Voice Capture (2:41)
A variation on the M:I bass line is heard as this track begins, with a few swells and flourishes. It\'s a tense track, with a rhythmic ostinato that plays between the strings and builds slowly as punctuated brass pops in. The orchestra builds in intensity, and hits a climax in a frenzy of drums and brass. Vibes and harp maintain a pattern, and then slowly the strings come in, with more brass hits. The strings swell and slide a little, and the track ends with low brass.

10. See You in the Sewer (1:45)
Percussion starts out the M:I Theme rhythms, building into a straightforward version of Shifrin\'s theme, with a variation on the bass line. Bass guitar, and Bond-like countermelody in the French horns show up. Now we\'re back into the tense building motif, with more punctuated brass, and energetic strings. After a small pause, the M:I theme is heard in dramatic fashion, with dark brass providing a bit of color to the countermelody.

11. Davian\'s Brought In (2:06)
Dissonant orchestra swells, giving way to a steady rhythm that builds in dramatic intensity. Militaristic snare can be heard as strings and brass play out in grand chords. It softens a bit, and then the track ends with a dark chord and ominous woodwinds.

12. Bridge Battle (4:13)
A steady pulsing rhythm in the strings builds with woodwinds playing an ostinato I will refer to as the Davian Ostinato. Soon the brass comes in, leading us to an action cue which is filled with blaring brass, swirling string ostinatos and plenty of big percussion hits. There are multiple swells, and it\'s a very loud cue, with big climax moments. Soon the tense building rhythm heard in the previous track is back, and it all builds out into a frenzied ostinato before the track ends on a quieter note.

13. Davian Gets the Girl (2:43)
High strings start out a fast paced cue with lots of tension. Arpeggios in the strings play against the brass hits as the whole orchestra builds up. Soon it\'s the vibes and high strings again, bouncing between each other as a slow tension is formed underneath. After a flourish, then a pause, a rhythmic orchestral blasting is heard. When it subsides, we hear a lush string variation on the love theme, and the track ends on a low string note.

14. IMF Escape (2:44)
The M:I theme is very slowly heard in the high strings as a metal angklung, a Giacchino staple, hits some dissonant chords. Slowly the strings build up an ostinato, as the brass plays out bits of the IMF theme. It gains intensity, until it hits a burst of brass, leaving us with and pounding percussion and timpani. Now a rhythmic version of the IMF theme is heard as dissonant strings pulse. Another flourish, and the pounding piano is joined by the brass as it all builds to a big finale.

15. Disguise the Limit (3:24)
Dramatic chords open the track, which then comes down to a soft string pulsing. The Davian Ostinato returns, playing slowly on the strings and woodwinds. Low bass and harp play against the strings as they give spurts of the ostinato. A bit of bongos kick the rhythm up, and soon the woodwinds as slowly playing the IMF theme in a mysterioso way. After it builds for a bit, it all calms down again, and the track ends with some dark strings and woodwinds.

16. Shang Way High (3:38)
Dark brooding woodwinds and a dramatic rendition of the IMF theme open this track. The tension is palpable, as a soft snare drum supports the slowly building strings and brass as they grow in intensity. Soon we\'re left with timpani and snare - and then nothing. After the pregnant pause, a bit of celeste and vibes herald the start of a rhythmic pattern that includes a string ostinato as the IMF theme plays out. Soon it all builds into a big open-ended burst, and then the action kicks in. Pounding drums, blaring horns and brass hold open for a brief moment, and then the rhythm kicks up, with swirling strings, and a lot of cachophony.

17. The Chutist (1:59)
The action continues here, with a tense rhythmic motif, and the IMF theme is heard again bouncing between the French horns and the brass. The cue is in 5/4, and dissonant piano builds on a variation of the M:I theme bass line. Staccato brass punctuates the driving energy created in the strings, and the IMF theme is heard again as it builds up into a big pounding percussion set. Now tense string clusters drive the energy, trilling as a variation on the IMF theme is heard. The cue ends abruptly, but we continue into another tense action cue.

18. Hunting for Jules (3:55)
Pounding timpani and low brass begin this high energy cue. Fast pulsing string clusters give way to a new motif heard on vibes that builds and bounces between the woodwind instruments as brass notes swell. Soon a flute carries it, and is joined by the other woods and the strings bounce a bit of music between them as the whole thing gains intensity. Soon it erupts into a climax - and then the French horns belt out a dramatic flourish as we lead into the foot chase scene. Tense driving energy is the best way to describe this bit. It has a constant rhythm, and the IMF theme is heard, but it constantly shifts tone, between percussion, brass, and strings. The ostinato eventually winds down, with dissonant strings and harp ending the track.

19. World\'s Worst Last 4 Minutes to Live (4:11)
The strings slowly slide upwards, as there is an underlying pulse in the bass range. Tremolo strings add to the tension, as the brass play a variation on Davian\'s Ostinato. It all builds up to pounding percussion, and low brass groans that build up again to a climax. Muted brass plays Davian\'s Ostinato, and then short strings play out a tense rhythmic motif as a variation on the IMF theme is heard in the brass. The rhythms help sell the frenetic nature of the scene, and eventually it all comes to an end, with a swell in the strings that are joined by the brass.

20. Reparations (3:36)
The track begins with a soft piano slowly playing out sparse chords. Soon the strings come in and slowly begin to build. After they swell, a soft sentimental version of the love theme makes an appearance. It is full of emotion, and even plays a taste of Davian\'s Ostinato in the middle. It builds into a sweeping melody, and then calms down for a very soft, tender ending.

21. Schifrin & Variations (3:04)
Not appearing in the film, this track is actually the original "demo" track that Giacchino originally wrote and recorded back in November 2005 around the time he recorded the original teaser music for the film. It begins with a low piano ostinato, and strings which are actually playing the M:I theme bass line very slowly. So much so, that I didn\'t hear it at first! The flutes trill, and then a strong brass bass line starts out the M:I theme. The strings play the main melody, then as the brass takes over for the second part, the strings slide down, and a bit of a variation is heard in the theme. Soon a percussion bridge is heard, and dramatic strings play the counter melody. Then we\'re back into the main theme, with a slight variation and a different countermelody than that heard in the "End Titles" (Track 1). It all ends with a nice big flourish, and the album comes to an end.

M:i:III will be released by Varese Sarabande Records on May 9, 2006. The film opens in theaters nationwide on May 5, 2006 by Paramount Pictures.

Special thanks to Robert Townson, Michael Giacchino, Chris Tilton, and Stephen Davis.