The films opens with a familiar arrangement of the national anthem by Francis Scott Key, as we slowly fade up on images of Washington, D.C., seen on a TV set. We gradually realize that dad Steve Freeling is dozing in front of the tube as the station is about to sign off.

2. The Calling/The Neighborhood (Main Title)

Carol Anne's theme is first heard as she comes downstairs and is transfixed by the flickering tube, saying "hello" and answering unheard questions. The rest of the family soon joins her, mystified by her actions. A full version of this theme serves as the film's main-title music, against scenes of quiet weekend in suburbia. The pace quickens as we see a friend of the Freeling family speeding along on a bicycle.

3. The Tree

This cue, which was dropped from the film, offers an impressionistic portrait of the gnarled and possibly menacing old tree outside the children's window. As Robbie climbs it and sees thunderclouds on the horizon, Carol Anne and her mom prepare to bury their dead parakeet in the backyard.

4. The Clown/They're Here/Broken Glass/The Hole/TV People

It's night and Robbie, frightened by the thunderstorm outside, covers the devilish stare of his clown toy with a jacket. Carol Anne again hears whispers from the TV and witnesses a skeletal hand reaching out from the set; the ghosts begin shaking the room, waking the family, to which Carol Anne simply responds, "They're here." The ominous strings of "Broken Glass" were intended to score the breakfast sequence in which Robbie discovers his utensils bent and Carol Anne switches the channel to the "ghost station." "The Hole" was written for the odd behavior of the family dog near the energy-burn site in the wall behind the Freelings' bed. Neither was used in the film. Diane witnesses the ghostly mischief for the first time when the kitchen chairs mysteriously arrange themselves atop the breakfast table, and Carol Anne chalks it up to "the TV people."

5. Twisted Abduction

This music accompanies the entire sequence of Carol Anne's abduction. It begins with the thunderstorm that leads to the massive tree limb smashing the children's bedroom window and attacking Robbie, while a bright light emanates from their closet. A choir joins the orchestra as toys and other objects fly into th closet while Carol Anne hangs onto her bedpost. Eventually she too flies into the void. Outside, Steven manages to save Robbie from the tree, which is swept away by a tornado. The music continues as the desperate family searches the house and their half-dug swimming pool for Carol Anne and ends as Robbie hears her distorted cries of "Mommy, Mommy" emanating from the TV set.

6. Contacting The Other Side

Dr. Lesh and her assistants, Marty and Ryan, have begun documenting the poltergeist intrusion. Diane calls out to Carol Anne, who responds that she's "afraid of the light." An explosion of blue-white energy occurs in the ceiling and a pile of dusty old jewelry falls out. A particularly effective use of "Carol Anne's Theme" occurs near the end of the cue, when a flushed Diane feels the presence of her daughter and declares, "She just moved through me. . . . She went through my soul."

7. The Light

This music, which features Goldsmith's quasi-religious motif, is heard as Dr. Lesh explains to Robbie the concept of "the light" and the transitional phase between life and death.

8. Night Visitor/No Complaints

Music begins as Marty witnesses a nasty incident involving a steak in the kitchen, then imagines that his entire face is melting away. It continues throughout the mesmerizing sequence of Ryan and Marty videotaping the strangely beautiful spectre that descends the stairs and becomes frenzied when the winds kick up and the creature disappears into the ceiling. More ominous music is heard when Mr. Teague reveals to Steve that Cuesta Verde Estates was actually built over an old cemetery that has supposedly been "relocated" to the complaints of absolutely no one.

9. It Knows What Scares You

This and the following cue play as one continuous piece in the film: more than 16 minutes of music that underscores the Freelings' attempt to rescue their daughter from the netherworld. While it begins with Carol Anne's lullaby, the predominant theme is the religious motif; as Tangina explains, "There is no death – it is only a transition to a different sphere of consciousness." Midway through the scene, her references to The Beast are met with dark sounds from the lowest registers of the orchestra.

10. Rebirth

The closet door is opened and, after a test using tennis balls that fall through the ceiling into the living room, Diane prepares to enter the next dimension to retrieve her daughter. Steve and Diane's embrace at the entranceway is one of the film's most touching moments, scored with soaring strings as a prelude to the most intense action – and powerful music – of the film, as Diane disappears and Steve comes face-to-face with The Beast. Goldsmith makes extensive use of choir in this segment, as Diane and Carol Anne survive the experience and Tangina pronounces the house "clean."

11. Night Of The Beast

The demonic clown attacks Robbie and drags him under the bed while Diane is thrown around the walls and ceiling of her own bedroom. Once more, the closet is filled with light, beckoning to Carol Anne, while Diane is kept out of the children's bedroom by a growling spectral monster.

12. Escape From Suburbia

Diane falls into the unfinished swimming pool, where she is surrounded by caskets and corpses. It is in this sequence that Goldsmith quotes the traditional "Dies Irae" from the centuries-old Mass For The Dead. Diane escapes the pool, runs back into the house and down an impossibly long corridor to try and rescue her screaming, imperiled children from the chasm that has replaced their closet. Steve arrives home to discover that the house is being destroyed by dozens of caskets and bodies crashing through the floorboards. Finally, he is able to gather everyone into the station wagon to flee the scene before the house implodes and the neighborhood is destroyed.

13. Carol Anne's Theme (End Title)

A choir voices Carol Anne's lullaby as the family is safely ensconced at the local Holiday Inn (sans TV) and the end titles roll.

Composed and Conducted by Jerry Goldsmith (except where noted).

Orchestrations by Arthur Morton.

Music Published by EMI Affiliated Catalogue, Inc.

Recorded 1/25/82, 1/26/82, 2/8/82, and 2/9/82 at M-G-M Studios in Culver City, California.

Original Album Produced by Jerry Goldsmith.

© 1997 Turner Entertainment Co. All rights reserved.

[From Rhino's re-release of Poltergeist soundtrack]