[Exclusive - Lady in the Water - First Listen]

Some of James Newton Howard's best work has been for the films of M. Night Shyamalan. Their collaboration has resulted in critically acclaimed scores, from The Sixth Sense, Unbreakable, Signs and most recently, The Village, which garnered an Oscar nomination for Howard's music. Their latest partnership is the "bedtime story", Lady in the Water. As with most of Shyamalan's films, not much has been released regarding the project prior to the film's opening, but from what we can tell, the film is about a superintendent of an apartment complex (Paul Giamatti), and his discovery of a woman from the "Blue World" (Bryce Dallas Howard), who has arrived from her world through a portal in the complex's swimming pool. Unfortunately, now that the portal is open, she's not the only one who is coming through into our world.

James Newton Howard recorded his score to Lady in the Water back in May, during which he employed sixty members of the Los Angeles Master Choral, conducted by Grant Gershon. Pete Anthony led a 91-piece ensemble of the Hollywood Studio Symphony, recording over 70-minutes of score. The soundtrack album, releasing later this month on Decca Records, only includes 42-minutes of score, but also includes four songs which are covers of Bob Dylan tunes.

Please note that we have not seen the film, and what follows is a track-by-track analysis of the soundtrack album. As such, we are unsure as to what significance the Dylan songs have in the film, but are confident that they will have a specific meaning to the story.

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1. Prologue (2:52)

The album starts off with a soft female choir, joined by a celesta, and then barely perceptible strings. A pluck of pizzicato, and then we hear a very soft version of the Blue World theme. Tremolo strings and arpeggios in the wood winds provide a sense of wonder, which then gives way to an ostinato in the piano. Soon we hear an ominous descending theme in the strings (we'll refer to this as the Darkness Theme), and soon the orchestra slowly builds into a very strong and lush rendition of the Blue World theme, before the track comes to a close.

2. The Party (6:40)

Strings and a flute lay over deep low end rumbling. A wooden vibe, backed by slow strings and brass, slowly ratchets up the tension. A trumpet line is now heard as the strings and orchestra lumbers alone, gaining intensity. It all builds to a climax, then vanishes, leaving us with soft strings, slowly playing underneath a trumpet. A roll of timpani introduces the French horns, and then a large dissonant splash gives way to sustained strings and a watery piano, heavy on the reverb. Low woodwinds are heard, and then it gives way to ominous string swells. Now lush strings build into the Darkness Theme. The track ends with celesta, woodwinds, and strings.

3. Charades (5:50)

A soft string ostinato, backed by harp starts out the track. It is slowly joined by woodwinds and vibes. Soon a small motif is bounced between the celli and the violins. Now the violins keep the rhythm going, as soft choir and woodwinds enter. The mood is apprehensive but has forward momentum. Now harp and piano are heard, and the strings come back in with cyclical repeating figures. A melody can now be heard which slowly evolves into a piano and sting version of the Blue World Theme. An oboe joins the theme, and now a flute can be heard playing a new melody, which we'll refer to as Jimbo's Theme. The rhythm is steady, and soon we hear the Darkness Theme, followed by the Blue World Theme again, with a choir softly in the background. More repeating ostinatos keep the rhythm going, and as the track comes to a close, we hear the Blue World Theme again.

4. Ripples in the Pool (1:49)

A clarinet plays a new theme backed by soft strings and harp. Now a flute takes over, playing a tender motif. Celli take over, and then are followed by piano. A dissonant vibe is heard, and then the strings slowly swell tremolo and then fade out.

5. The Blue World (4:25)

A tense chord is heard, and then a low bass drum hit starts a quiet rhythmic ostinato in the strings. Brass and woodwinds provide a sense of curiosity as they float above a harp. Repeated flutter patterns in the woodwinds overlay the strings, muted brass, piano, and an ethereal tone. It starts turning a bit creepy and then the horns and a soft choir play out a melody before a dissonant chord gives warning. Dramatic strings, muted brass, and the whole orchestra slowly build into a sweeping and emotionally charged variation on the Blue World Theme, and then a solo French horn plays a variant on the Darkness Theme.

6. Giving the Kii (1:49)

The Blue World theme is gently played on strings, piano and celesta. The choir ever so slowly creeps in, and then deep rich string chords flesh out the melody. Disconcerting ambient music effects create a creepy atmosphere, and with a flick of piano, a dissonant strong chord swells and then ends the track.

7. Walkie Talkie (2:08)

A dark French horn line is played over anticipatory piano and strings, creating an uneasy tone. Now a descending arpeggiated ostinato is heard as the orchestra slowly increases in dynamic, building up to dramatic minor chords. The chords slowly ascend upwards to a climax.

8. Cereal Boxes (2:33)

A string ostinato with the wooden vibes builds into a cello melody, and then after a swell, the intensity shifts slightly higher, with rhythmic syncopation. It now grows into another rendition of the Blue World Theme. Harp and pizzicato can be heard underneath the ostinato, and then we close the track with a hint of the Blue World Theme once more.

9. Officer Jimbo (3:31)

Woodwinds play hesitantly over a wash of arpeggios, bringing us another version of Jimbo's Theme played on the flute. A clarinet takes over, and the melody evolves into the Darkness Theme. Now a low rumbling is heard in the orchestra, and then it all vanishes, leaving us with a soft female choir. They sing wordlessly, and then strings slowly re-enter, followed by the flute playing Jimbo's Theme over the soft chords.

10. The Healing (4:03)

A fast descending ostinato is heard in the low strings and vibes. The horns swell, and then we hear a soft elegy in the high strings, joined by a clarinet and piano. Now the piano provides a slow pattern, while the strings play out the accompanying chords, which build slowly into the Blue World Theme. After a brief pause, a slower descending ostinato is heard, and then the piano and strings play out variations as the Blue World Theme grows larger. Now the choir softly joins in, and the strings and piano plays the supporting chords for the theme. The track ends with a touch of dissonance that blends seamlessly into the next track.

11. The Great Eatlon (4:41)

The dissonant chord from the previous track carries over here, into an action-edged cue. Low strings with muted brass give way to a hint of Darkness Theme as the orchestra builds up ferocity. With dissonant elements slowly building, it all gives way to a sustained string and then a low piano chord. A bit of low string work brings us to a very dramatic statement of the Darkness Theme. Now an energetic rhythm is maintained in the celli and basses. Overlapping strings build on each other, and then the choir is brought in, adding a sense of urgency. Descending string motives are heard, and then it all erupts in a triumphant rendition of the Blue World Theme. The brass staggers in, giving us some dramatic punctuation, and then a new rhythmic ostinato is heard as a brass fanfare makes a small appearance. Now the brass battles it out with the strings, with a few French horn rips. It all builds up into a resolute version of the Blue World Theme, backed with choir. Suddenly it all drops away, leaving us with the same soft angelic choir that we heard at the beginning, singing the Blue World Theme as the film comes to a close. This transitions seamlessly to the next track.

12. End Titles (1:43)

The end credits bring us the "Ripples in the Pool" theme, heard on the piano, and then woodwinds, backed by the strings. It's a comforting and warm theme, and slowly builds into a larger orchestral movement. As it comes to an end, it too slowly transitions right into the first pop song on the disc.

13. "The Times They Are A-Changin" - Whisper in the Noise (written by Bob Dylan)

This cover of Bob Dylan's classic song is performed slowly, with an underlying atmospheric darkness to it. A piano and violin are used to back the strained vocals, and a children's choir is employed for the title lyrics. This is an overtly creepy version of the song, with some subtle whispering in the background, underneath the ghostly tones and lyrics.

14. "Every Grain of Sand" - Amanda Ghost (written by Bob Dylan)

Scratchy warbling starts out the track, but it's soft ethereal tones and piano that underscore Amanda Ghost's cover of this Dylan song. There appears to be a small bit of distortion applied to her voice that adds a bit of otherworldlyness to her performance.

15. "It Ain't Me Babe" - Silvertide (written by Bob Dylan)

Anthemic electric guitar chords start out this cover, and Silvertide's deliberately insistent vocal performance has a touch of anger not evident in Dylan's original performance. A steady drum beat and hard edged guitars make this a rather regimented track, which ends with a guitar chord hit.

16. "Maggie's Farm" - Silvertide (written by Bob Dylan)

Silvertide is back with the last track on the album, a cover of Dylan's "Maggie's Farm". There is more of a hard rock element to this track, which when contrasted with Dylan's original version makes this one stand out as a unique take on the song. Lots of drums and electric guitar give this track a distinct '70s edge.

At the scoring session, a lengthy suite of music from the film was recorded that covered all of the major thematic material. Unfortunately, it doesn't appear to have made it on the album. With a little over 40-minutes of solid score, as well as the songs, Lady in the Water is an album that plays as a very good listening experience, and provides another solid effort by James Newton Howard.

Decca Records will release Lady in the Water on July 18, 2006, and the film- released by Warner Brothers - opens in theaters on July 21, 2006.

Special thanks to Jodie Thomas and Chris Bacon for their assistance with this article.