See You Starside

The Marathon Soundtrack Reimagined

by Aaron Freed

Table of Contents

  1. Steam Workshop Introduction (2025)
  2. Original Liner Notes (2023)
    1. Album Overview
    2. Track List & Credits in Brief
    3. Track-by-Track Commentary
      1. Side A
        1. Aliens Again
        2. Chomber
        3. Fat Man
        4. Flippant
        5. Flowers in Heaven
      2. Side B
        1. Freedom
        2. Guardians
        3. Landing
        4. Leela
      3. Side C (commentary)
        1. New Pacific
        2. New Pacific (reprise)
        3. Rapture
        4. Rushing
      4. Side D
        1. Splash (Marathon)
        2. Swirls
        3. What About Bob?
    4. Track Metadata
  3. For More Information
  4. Credits
  5. Acknowledgements
  6. Index of Images
  7. Endnotes
See You Starside cover

Steam Workshop Introduction (2025)

Over the years, a metric ton of people have faithfully remade Marathon’s soundtrack with modern instruments. This is not one of those remakes. I’d already made two sets of faithful stereo remixes, one with the original audio and one with a new arrangement with the original instruments, so I wasn’t interested in fidelity to the original soundtrack. I approached this with quite the opposite goal: to make something that sounded entirely unlike anything anyone had done with Marathon’s music. So where it felt appropriate, I wrote new parts, mashed songs up, rearranged them in completely different genres, and changed their moods. My biggest influences were:

I want to be very clear: I emphatically do not recommend using this for a first playthrough. You should use the original soundtrack or the aforementioned stereo remixes. A second, third, fourth playthrough? Sure. But these versions of the songs substantially transform the game’s atmosphere, which is one of its most unique qualities and deserves to be experienced firsthand on a first playthrough.

I packaged this as a plugin that makes the game play FLAC files. I left the track assignments intact on most levels; the sole exception is Welcome to the Revolution…. I’ve always hated that level’s choice of Swirls. Given that level’s story, Swirls is probably the single least suitable choice from the soundtrack. The music shouldn’t feel mournful; it should feel triumphant and badass. I changed it to Rushing.

The PDF included with this folder features detailed commentary on every song on the album from around the time I wrote it (reproduced with light amendments below). For what it’s worth, I eventually plan to update this album with higher-quality synthesizer voices – I’ve just been busy with several other projects. I may release a few on Steam Workshop relatively soon.

One final note: I mastered this album with an unusually large amount of dynamic range, especially for a game soundtrack – as the ‘track metadata’ section below reveals, this album scores DR13 in foobar2000’s TT Dynamic Range meter plugin, and there’s an over 20-decibel shift between the loudest and quietest portions of ‘New Pacific (reprise)’ (the track with the largest shift in dynamics). You may want to increase the game’s music volume to well above normal – 120% or even 150% might be sensible values for it.

Enjoy!

Aaron Freed
Tallahassee, FL
2025-04-11 (revised 2025-05-11)

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Original Liner Notes (2023)

With light amendments for the 2025 Steam Workshop release. Fundamental changes to meaning are written in [spring-green, bracketed italics] and conclude with ‘—2025 Aaron’. Passages of text featuring endnotes are written with dotted underlines; on computers, hovering your cursor over such passages will display previews of their contents (although, by necessity, they will be missing amenities like line breaks or hyperlinks).

Artwork from See You Starside liner notes, page 2

Album Overview

On 2022-12-05, I began (arguably) my third set of remixes of Marathon’s soundtrack⁽¹⁾, this time in GarageBand, which is surprisingly powerful for free software. My initial plan was to do simple remixes that merely replaced the familiar instruments with retro synth voices, but as I grew more familiar with GarageBand’s feature set, my ambitions grew considerably in scope. This is now much closer to an arranged album than a remix album, with considerable amounts of new material: many tracks more than double their originals’ length. However, I mostly observed two rules:

  1. use each existing melody at least once in its original track;
  2. don’t change existing melodies.

I broke these only once: the pitch bend in Aliens Again simply didn’t fit my arrangement.

Overall, I think retro synths match Marathon’s ‘used future’ aesthetic nicely, so you’ll hear plenty of Mellotron samples, synth voices that sound like the Moog and CS-80 synthesizers (even if they’re not directly derived from them), and samples of classic Roland drum machines (the CR-78, TR-606, TR-707, TR-808, and TR-909). My production is very dense and uses tons of reverb (I was born in the ’80s, in case you couldn’t tell from the album’s sound) but very little dynamic range compression, to the extent that listeners probably won’t be able to tell where I’ve used it (only one track here even scores as low as DR11). There’s also more cowbell.

My biggest influences here probably fall mostly into two categories:

  1. Japanese game composers like Nobuo Uematsu (Final Fantasy series, Chrono Trigger, etc.), Yasunori Mitsuda (Chrono Trigger, Chrono Cross, etc.), Koji Kondo (Mario series, Zelda series, etc.), Hiroki Kikuta (Mana series, Soukaigi, etc.), Kenji Yamamoto, and Minako Hamano (Metroid series); and
  2. ’70s progressive rock bands like Genesis, Magma, King Crimson, Yes, Rush, and Pink Floyd.

Other influences include Godspeed You! Black Emperor (crescendi are a core part of my style) and Phil Collins. A few tracks also bear a metal influence, though not as many as you’d expect from my last.fm; more obliquely, I think Windir probably influenced my love of arpeggiation.⁽²⁾

Marathon’s OST has been surprisingly popular for remixes given how relatively small its community is. I think there are at least two reasons for this. The first is that the music is extremely memorable and works very effectively, especially given its simplicity. That’s the second reason: it offers ample space for arrangers to add their own stamps. I hadn’t done that to my satisfaction before, certainly not to an extent that I felt matched my abilities as an arranger, and it’s been extremely satisfying to do.

Many of these tracks will also be used in Eternal X 1.3⁽³⁾, a massive mod for Aleph One (the open-source game engine based on Marathon 2) that continues the Marathon trilogy’s story. I’m one of Eternal’s lead developers, and at least one specific choice I made for these was a consequence of Eternal’s story, as I’ll explain.

[My original installation instructions are only of historical interest for Steam Workshop users.⁽⁴⁾ —2025 Aaron]

Bungie has released Marathon in its entirety for free, but it’s still copyrighted. The soundtrack is likely © & ℗ 1994 by either Bungie or Seropian himself.⁽⁵⁾ Since I wrote so many new segments for this, I consider it fair to credit myself as co-composer. Some tracks have additional composers; I list them below. In turn, this release is CC-BY-NC-ND 4.0; you may distribute the unchanged album for non-commercial purposes. In particular:

  1. Please distribute lossless formats (e.g., FLAC, Apple Lossless, Monkey’s Audio) so people can make lossy encodes in their preferred formats/bitrates and not be constrained to existing encodes that don’t match their preferences.⁽⁶⁾ You may distribute the Vorbis version in this folder if you also distribute the FLAC. [Since Aleph One now supports FLAC, the Steam Workshop version just uses that. —2025 Aaron]
  2. Please include an unedited version of this file when you distribute it. Additionally, should you for some reason put it on a torrent site, please link to my discography page in the torrent description. (And if you do, let me know – I want to know what people think!)

My discography page contains hours of additional free music. But be sensible: my music is free, but I haven’t waived all my rights. If you wish to use these (or anything not explicitly released as CC-BY-NC-SA – i.e., hellpak tracks, anything older than 2021) for your projects, please ask.

I declared this version of the album finished on 2023-02-04, but I plan to make alternate versions of these mixes. I also must note that the running time of 78:17 is equivalent to 77 minutes and 77 seconds, which is intentional. My commentary on each individual track follows.

Enjoy!

Aaron Freed
Sarasota, FL
2023-02-04

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Artwork from See You Starside liner notes, page 4

Track List & Credits in Brief

Side A 22:33 Side C 18:17

¹featuring Trey J. Anderson

Composed by Alexander Seropian & Aaron Freed, plus:

¹Trey J. Anderson, Geddy Lee, Neil Peart, & Johann Sebastian Bach
²Phil Collins
³Vince Guaraldi
wowbobwow
Thomas Barth

Created in GarageBand 10.4.6, Dec 2022-Jan 2023. Mastered in iZotope RX 9 Standard.

A1. Aliens Again 4:20 C1. New Pacific 3:40
A2. Chomber 3:55 C2. New Pacific (reprise) 4:50
A3. Fat Man¹ 4:36 C3. Rapture 4:30
A4. Flippant 3:16 C4. Rushing 5:17
A5. Flowers in Heaven² 6:26
Side B 18:41 Side D 18:46
B1. Freedom³ 5:16 D1. Splash (Marathon) 5:22
B2. Guardians 3:20 D2. Swirls 5:05
B3. Landing 5:00 D3. What About Bob? 8:19
B4. Leela 5:05 Total 78:17

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Track-by-Track Commentary

I intentionally paced this album as if it were a ’70s or ’80s double album. I doubt there’ll ever be enough interest in it for a vinyl pressing, but I imagined its quadrants as LP sides. Listeners thus may find it helpful to think of these tracks in the context of their respective ‘sides’, which I’ve labelled correspondingly.

Side A (22:33)

A1. Aliens Again (4:20)

I put off quantizing this one for a long time because I figured the pitch-bending would be a pain in the ass to correct. And it was. And then I didn’t use it. This is, in fact, the only time I allowed myself to break the core restrictions I set for myself with this album:

  1. I can add counterpoints to, embellish, expand upon, or otherwise extend existing melodies in their original tracks, but can’t change them;
  2. all melodies must appear at least once in their original tracks.

I allowed myself this exception because the pitch bend didn’t fit in any voice I tried, and this arrangement was too good to abandon. It wound up far jazzier than I planned when I began it, which worked a lot better than I’d have expected. A fantastic opening track. And it’s appropriate that jazz fusion is the result of what was effectively the remixing equivalent of improvisation.

Incidentally, this track also incorporates melodies from Chomber, Freedom, and Leela. Get used to this: I typically interwove as many melodies from other tracks as I could – I think it lends cohesion to the album.

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A2. Chomber (3:55)

A very complicated mix. It’s 60% longer than the original due to a new organ solo. I also added parts from other tracks that get quite convoluted. Chomber is conspicuously in 𝟕
𝟒
. Over this, I added a slight variant of the riff from Leela, which uses 5-bar phrases of 𝟔
𝟖
. Thus, a 7-against-6 polyrhythm runs throughout the track; this is an extremely rare rhythm in Western popular music, and it’s incredibly disorienting. I wouldn’t want it any other way. (This mix appears on Eternal’s Enantiodromia, the level immediately before Leela first appears in Eternal, so it’s also subtle foreshadowing.) I also added extensive arpeggiation and a bass line based on Freedom.

Those sufficiently familiar with Roland drum machines may notice that I mixed drum samples from the CR-78 (kick, hi-hat, cymbal) and TR-808 (snare, cowbell, toms) in the first half of the track, then TR-808 (cowbell) and TR-909 (kick, snare, toms, hi-hat, cymbal) in the second. The CR-78 had the sound I wanted for the first half… mostly. It didn’t have quite the snare sound I wanted, and it’s missing a cowbell, both of which the TR-808 had. As the CR-78 was otherwise closer to what I wanted, I took some artistic license.

When the drums switch over from primarily CR-78 to primarily TR-909, the gated reverb jumps to thunderous levels. I spent hours adjusting the instrument levels and EQ to get the balance exactly right on as many sound setups as I could, and about half the reason was to perfect the kick sound. The result is satisfying, though; a listener has compared this to Super Metroid’s soundtrack, so I’d say I did something right.

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A3. Fat Man (ft. Trey J. Anderson) (4:36)

Another track that’s been compared to Super Metroid’s soundtrack. This is this album’s only direct collaboration: Trey J. Anderson did the intro and helped me clear up some issues I was having getting a satisfying mix (the drums briefly dropping out was also his idea).

I’m very happy with this song’s pacing: after Trey’s gorgeous intro, I spend a while building up the intensity in a manner reminiscent of Godspeed You! Black Emperor, and if anything, the quiet segment almost feels more intense because of how ominous it is. But of course, the song’s pièce de résistance is the organ solo.

I used the original solo’s first 14 bars verbatim, but I wrote most of the last 28. Most – the last bar repeats the original ending, and I also briefly quote Bach’s Toccata and Fugue in D minor, BWV 565, and Rush’s YYZ. Twice. This in turn nods to Mastodon’s The Last Baron, which does the exact same thing with the exact same riff, as if to say, ‘Did we stutter?’ As for the Bach quote, it’s brief and easy to miss because it’s so fast and distorted; one of the diminished passages is an almost verbatim quote, albeit transposed down a whole step.

The arrangement also incorporates modified Leela and Freedom riffs (again). And, of course, more cowbell. (You can chalk up the solo’s 42-bar length as another Hitchhiker’s Guide to the Galaxy reference.)

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A4. Flippant (3:16)

I think this was the second track I arranged in a style I found satisfying; only Freedom was earlier. I knew I’d want to use a persistent echo from the outset, since I did the same thing with the drums on my 1997 QuickTime mix and found it very catchy and satisfying. This and Freedom established most of this album’s defining characteristics: complex arrangements, lots of arpeggiation, lots of Mellotron, lots of reverb.

I was already happy with this track, but on a subsequent revision, I more than doubled its length and added more instruments, including closing guitar and flute solos that quote several other tracks from the OST, and now I’m even happier with it. The solos feel like they’ve always been there; naturally, I’m thrilled with them.

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A5. Flowers in Heaven (6:26)⁽⁷⁾

I consciously conceived this track as the end of the album’s ‘A-side’. This track is also what truly convinced me of the sheer beauty of GarageBand/Logic’s orchestra voices. The arrangement might sound complicated… but it’s even more complicated than it sounds. Each note of the orchestral backing is played by three different voices: in one channel I’ve got tremolo strings, in the other channel legato strings, and in the centre the standard string section. Furthermore, each note is played by a different instrument – so, contrabass, cello, viola, and violin. Fading in and out on top of that is a synth voice I think of as the CS-80. It isn’t, but that’s what it reminds me of. This is a monophonic synthesizer voice, so each note of this part is a separate instrument track as well.

This song’s main drum machine pattern is very blatantly stolen from the song that taught everyone what gated reverb was in the first place (In the Air Tonight, of course). Then again, the pattern was apparently taken from a Roland CR-78 demo, but nonetheless, I give Phil Collins an acknowledgement since I very definitely did steal that drum fill from him. I doubt I even need to tell you what drum fill it was – you’ve already guessed.

This track’s mood is also indebted to Thomas Barth (Tobacco)’s moody take, though I didn’t directly take any of his melodic or harmonic ideas. There’s a sort of, well, moody feeling to both Thomas’ mix and mine: they both feel like a foggy Saturday morning. This version gets quite heavy in the middle before subsiding, but paradoxically never really loses its chill. I don’t know how I pulled that off, and I’m not sure I could do it again if asked.

I hadn’t planned for the ambient outro to go on for as long as it did, but I had the CS-80-like voice and the synthesized string segment and couldn’t decide which arrangement I liked more, so I decided to use both. This also loops seamlessly in-game, but it just fades out on the album release. [Naturally, the Steam Workshop version uses the in-game mix, hence its reduced runtime of 5:52. —2025 Aaron]

This is one of my favourite tracks on the album (after What About Bob?, plus perhaps Leela and what I’ve termed the Pfhor trilogy); it’s so ethereal you might just float away. It’s been compared both to Final Fantasy music and to the works of Tangerine Dream, and I can’t imagine receiving higher compliments… besides this one from PC Gamer writer Dominic Tarason (in a Twitter thread on Eternal, no less):

If classic Doom modders are the old-school chrome, skulls and hotrods metal scene, then Marathon modders are beardy technical prog rockers famed for their 12-minute solos in incomprehensible time signatures.

Every word of this seems completely accurate except for ‘beardy’.

One last note: while this side is a lot longer than the others, this song’s quiet ending would enable its grooves to be spaced closer together without raising the noise floor, thus improving the rest of the side’s fidelity. While all sides have some such quiet passages, Side A’s are by far the longest – around two minutes of Fat Man are quieter or barely louder than the ending of Flowers in Heaven.

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Artwork from See You Starside liner notes, page 7

Side B (18:41)

B1. Freedom (5:16)

Freedom was the style codifier for this entire album: it taught me how powerful GarageBand’s arpeggiation is. In fact, its main melody came from arpeggiation; it was so catchy that I decided to run with it. This was the first arrangement I was happy with, and although I’ve since expanded it a lot, the only changes I’ve really made have been lengthening it, adding more instrument tracks, and adding reverb.

This arrangement is far more complicated than the original’s bass-and-drums setup, so I elected for it to build steadily in complexity after I introduce its main elements at the start. It ends with guitar and flute solos that each briefly quote a jazz standard – see if you can pick it out. I’m very pleased with this mix, especially its sound.

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B2. Guardians (3:20)

This is my least favourite track on the OST – the ostinato is cool, but overall, the arrangement feels unfinished, and the track feels a bit misplaced. Perhaps worst of all, it doesn’t feel like it goes anywhere, and it really should. Perhaps unsurprisingly, it took me a while to find an approach I liked. The drums were the breakthrough – once I settled on adding those, it didn’t take me too long to come up with additional segments I liked. I’m quite satisfied with the result. The drum part and Iron Maiden-style galloping bass improve the track without radically changing its feeling; then I bring in increasingly many (synthesized) guitars for the NWOBHM/power metal climax this song always felt like it needed to deliver the payoff it always deserved.

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B3. Landing (5:00)

This is without a doubt the heaviest track on the album – it’s somewhere between doom metal and (instrumental) symphonic black metal. And, of course, it appears on the first level. I’d long wanted a black metal version of this track, and no one had gotten around to making one, so I took the advice of Hermes Conrad’s grandmother: ‘If you want a box hurled into the sun, you got to do it yourself.’ (God rest her zombie bones.)

Naturally, I extended the track by adding new melodies to it. The part from 3:20-4:00 is my own melodic invention. The part from 4:00 to the end is a melody by fellow Eternal composer wowbobwow that he’s used in his versions of Landing and Splash; I put it in my Landing to add further continuity to Eternal’s soundtrack.

One especially memorable part of the original is the pitch-bend. Since I removed the pitch-bend from Aliens Again, this is the only pitch-bend left in the entire album, and I wanted to make it count. GarageBand did something weird to the pitch-bend of one of the synth voices I’ve got doubled up with the guitars. Meanwhile, the tremolo violins I have as a third voice weren’t pitch-bent at all. I liked the effect this created – the segment is even more dissonant and unsettling as a result – so I left it as it is. I think it’s even more memorable this way.

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B4. Leela (5:05)

I initially wasn’t sure if I liked where I’d taken this track, but it’s grown on me with repeated listening and is now one of my favourites on the album. It’s earned comparisons to Metroid Prime and Halo: Combat Evolved’s OSTs, which again feels incredibly flattering.

I began with an approach that was again heavily indebted to Thomas Barth’s remix – even more so than Flowers in Heaven, as I used some melodic and rhythmic elements of his remix as launch points for mine, but the only remaining aspects of his remix are the Gregorian chant track (based on a string part from his mix) and the cymbal part. I repeat the Mellotron melody from the opening segment twice later; I think this adds some spice. Overall, this song’s harmonies wound up a lot stranger than I expected them to, but in a good way.

A word about pacing is in order as well. As I mentioned, I arranged this album with the mindset that it was a ’70s progressive rock album recorded in the ’80s, so I inevitably couldn’t help thinking about how it would’ve been split across vinyl sides. Owing to the track lengths, for most of the time I worked on this album, it worked out best for Leela to end side B and New Pacific to start side C; this informed how I paced them both. You may notice a lengthy ebb and flow to this track: it crescendoes for a couple minutes, decrescendoes for about thirty seconds, crescendoes for a couple more minutes, then spends about a minute in diminuendo. This was a deliberate decision to mimic the flow of a double LP – side B would inevitably have a lengthy coda.

New Pacific, of course, takes a while to build back up to the same intensity, if indeed it ever does – indeed, all three of the Pfhor ship songs take a while to build in intensity, despite having a tremolo-picked distorted guitar for a lot of their melodies. They’re just very spacey, moody songs. I think Leela, meanwhile, has some of my most effective uses of dynamics on this entire album, which is probably a big part of why I like it so much.

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Artwork from See You Starside liner notes, page 9

Side C (18:17)

The pace slowed at the end of Leela; now it’s time to build it gradually back up. The first three tracks rank among my favourites from the whole game, and I wanted them to have a unique atmosphere – just as they had in the OST. Thus, I went for an extremely spacious mix with a ton of lush synth arpeggiation and even more reverb than I used on the rest of the album… and overlying the whole thing, a tremolo-picked distorted guitar that sounds like it belongs in a black metal song.

In all probability, though, this is the most chilled-out symphonic black metal you’ll ever hear, if it even qualifies as such. Atmospheric black metal always gave me similar feelings to the Pfhor ship music; the latter is spacier, but they have the same kind of eerie, otherworldly melodies. The cavernous reverb also feels fitting, because:

  1. again, Pfhor ship, and
  2. many of the best-known second-wave black metal albums were recorded in the Grieg Memorial Hall largely because of its resonant natural reverb.

These tracks have similar chord progressions, and I’d never heard anyone bother to explore the full implications of that before, so I took the liberty of interweaving their melodies – and some new melodies I wrote – to an unprecedented extent. Thus, melodies from New Pacific (both original and new) show up in New Pacific (reprise), and melodies from New Pacific (reprise) show up in Rapture (adapted to fit the latter’s 𝟑
𝟒
rhythm). This gave me an opportunity to do something that I feel is frequently underutilized in much of today’s progressive music: progressing the musical themes I’m working with. This may or may not be the origin of the genre’s name, but ’70s progressive rock excelled at it, and it seems sadly neglected today. If we consider these three tracks as a single work, their harmonic motifs evolve over their running time in a way that feels a lot more unified than we’d get from the ‘simply stick a bunch of shorter tracks together’ approach.

Likewise, I’m very pleased with their pacing. All three of these are comparatively slow songs with few notes compared to almost any other track on this album. I’ve added some notes to my versions, but most of this is arpeggiation, and the arpeggiation is just texture – or, if you will, atmosphere. This is ironic in a sense, since for long stretches of these songs, the arpeggiation is the only sound – in other words, it’s a representation of space. This feels commonplace in old sci-fi soundtracks and genuinely underused today.

More broadly, I’m satisfied with how these tracks slow down the album’s pacing without causing it to feel boring (hopefully). It isn’t always important to play a lot of notes – in fact, sometimes it’s important not to. The old cli­ché about jazz being about the notes they don’t play is a cliché because there’s truth to it. One of my favourite anecdotes about King Crimson concerns the gorgeous live improvisation Trio from their classic Starless and Bible Black (1974). The whole band is credited for its songwriting, yet drummer Bill Bruford doesn’t play a single note on it. So why is he given a songwriting credit? Because his bandmates credited him with ‘admirable restraint’: his decision not to play on it allowed it to reach a state it wouldn’t have attained otherwise.

I could name dozens of similar anecdotes across music history. Miles Davis knew he couldn’t possibly play as fast as Dizzy Gillespie, so he made a virtue of playing slow. David Gilmour did the same thing for rock guitar. Of course, Davis and Pink Floyd are far more famous than most of their peers now, including Gillespie. Likewise, while Ringo Starr and Charlie Watts may not have been the flashiest drummers of all time, they’ve earned immense respect from fellow drummers (for instance, Phil Collins lists both among his favourites).

I’m not saying shredding is bad – there’s a time and place for it. But knowing the time and place is important.

Of course, these arrangements certainly aren’t simple, especially if you count the tremolo-picked guitar as a rapid-fire string of notes rather than an instrumental technique for stretching out a single note (the guitar would fade away more quickly without it). However, I think the album is much more effective because these three tracks slow down its pacing. In fact, they’re three of my favourites on it.

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C1. New Pacific (3:40)

This track has the most gradual build-up of the Pfhor Trilogy – naturally, as it opens the album’s second half, and it’s the first Pfhor ship track a player hears in Marathon. The new theme I wrote (deliberately) bears a striking resemblance to Splash (Marathon). You’ll hear it again. Bonus: one of the synth voices in this track reminds me of the synth near the end of Marvin Gaye’s Mercy Mercy Me (The Ecology).

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C2. New Pacific (reprise) (4:50)

I’m extremely pleased that I found a way to work the New Pacific theme in almost verbatim. It’s called New Pacific (reprise) for a reason, right? I’m also quite satisfied with how I managed to interweave the different themes; the harmonies become more complex and (hopefully) intriguing as the piece progresses.

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C3. Rapture (4:30)

This feels in some respects like the slowest of the trilogy, but incidentally, it has the same tempo as New Pacific (reprise). (Much to my shock, New Pacific is in fact the fastest of the trilogy.) I certainly added more to its running time than I added to its two predecessors, and I think it paid off. As Rapture progresses, I introduce steadily louder drum machines, a counterpoint to the main melody, a recapitulation of the main melody from New Pacific (reprise) (modified, of course, to fit the 𝟑
𝟒
meter), and heavier instrumentation.

This triptych is one of my favourite segments on the OST – alongside Reginald Dujour’s utterly bonkers level design, it really helps give the Pfhor ship a unique feeling in the game, somehow wondrous and creepy all at once. It’s one of my favourite segments of this album as well – blending lush synthesizer music with a tremolo-picked guitar straight out of a black metal track worked even better than I’d hoped it would. Of the three, Rapture is my favourite, and for the entire album, I think it’s only behind What About Bob?.

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C4. Rushing (5:17)

This more than doubles its original’s running time – I made two completely different mixes, couldn’t decide which I preferred, and decided to use both. The first is a metal version. Since I can’t play guitar worth a damn, all the guitars are synthesized. The tone still turned out tolerable; it’s not perfect, and if I get some better guitar synths (or someone offers to play guitar parts), I’ll replace them. But for a game soundtrack, they’re fine.

The second (which I made first, and which amusingly is louder than the metal version) is what I call the ‘future disco’ version. Rushing already felt a bit disco to me, so I just leaned into it. (I unironically think disco is underrated: Stayin’ Alive, Dancing Queen, Lowdown, Get Lucky, Good Times, Disco Inferno, Heart of Glass, I Will Survive, Theme from Shaft, Love Train, Don’t Stop ’til You Get Enough – they all slap, and I could go on.)

In fact, I didn’t even stop at two mixes; I wound up making a third orchestral mix, but three versions of this track in a row proved to be too many, so naturally, the only thing for it was to turn this into a remix project of its own, as if there weren’t already disproportionately many Marathon remixes. I’ve tentatively named this project Violins Again, which is of course a feeble pun on Aliens Again.

Naturally, this track contains yet another reference to the Freedom bass line. I think this might’ve been the first time I did that – if not, it was close to it.

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Artwork from See You Starside liner notes, page 12

Side D (18:46)

D1. Splash (Marathon) (5:24)

I didn’t start this in earnest until I’d finished satisfactory drafts of all the others – since it’s used on the final level of the game, it’s mandatory for it to be a fitting encapsulation of the other tracks’ styles, and while I obviously had an idea of how I wanted my remixes to sound, I knew I couldn’t know all the musical characteristics I’d use ahead of time. Overall, I think this does a reasonable job summing up this album’s musical aesthetics. It’s missing the jazz and blues influence on some tracks, but it’s got Mellotron, orchestral sounds, crunchy guitars, synthesizers, tons of arpeggiation and reverb, and a bangin’ drum track. It has two differences from the others, though: first, the drums aren’t mostly Roland drum machine samples; second, it’s the only one I shortened – I always thought reprising the main melody after the French horn part was a mistake, so I didn’t.

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D2. Swirls (5:05)

I hadn’t planned to use arpeggiation or drums on this track, but on a lark, I tried using both sparingly in the second half and liked how they sounded. The original is straight 𝟒
𝟒
, but the arpeggiation and drums give it a waltz feeling, which is an interesting change. I also added a counterpoint to the main melody. As for the opening half, I realised after finishing it that it’s basically a rewrite of Yasunori Mitsuda’s Chrono Cross track Prisoners of Fate, but hey, if you’re gonna steal, steal from the best, right?

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D3. What About Bob? (8:19)

It feels appropriate for the last track to be the longest – and this length is deliberate: any long-term Marathon fan worth their salt knows the significance of Eight Nineteen. This was always one of my favourites on the OST. I wrote lengthy guitar and organ solos for it (which I subsequently repeated over the original string part). This track always felt vaguely Japanese to me, for some reason, which I played up in my new parts (along with some classical, jazz, and rock influence). This is almost certainly my favourite track on the album.

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Artwork from See You Starside liner notes, page 13

Track Metadata

Notes on table: Dynamic Range, Peak, Root Mean Square, Integrated/Short-Term/Momentary Loudness, and Loudness Range are all measured in some form of dB (decibels), though IL, STL, and ML use LUFS (Loudness Units Relative to Full Scale), and LR uses LU (Loudness Units). LU are relative and LUFS are absolute, but they’re otherwise the same as decibels. RMS and IL are two slightly different measurements of a piece’s overall loudness. Dynamic range measures how much dynamic range is preserved in the loudest parts of a track; loudness range measures how much the dynamics shift across a track (or album). Bitrate is measured in kilobits per second and simply measures how well the file compresses (smaller is more compressed).

# Track Time OST Diff DR Peak RMS IL STL ML LR BR
1. Aliens Again 4:20 2:08 +2:12 14 −0.10 −17.99 −17.96 −13.65 −11.56 8.10 758
2. Chomber 3:55 2:28 +1:27 14 −0.10 −17.60 −19.21 −14.49 −10.90 7.59 702
3. Fat Man (ft. Trey J. Anderson) 4:36 1:30 +3:06 13 −0.10 −17.47 −17.39 −12.57 −10.90 12.59 737
4. Flippant 3:16 1:20 +1:56 12 −0.10 −16.55 −17.36 −12.84 −11.56 11.29 739
5. Flowers in Heaven 6:26 2:41 +3:45 15 −0.10 −20.69 −21.25 −14.89 −12.30 11.92 730
6. Freedom 5:16 2:06 +3:10 15 −0.10 −16.45 −17.38 −14.80 −13.03 3.62 796
7. Guardians 3:20 1:37 +1:43 14 −0.10 −17.28 −17.39 −14.67 −12.67 9.99 787
8. Landing 5:00 3:15 +1:45 14 −0.10 −15.98 −16.78 −15.11 −12.71 2.25 722
9. Leela 5:05 3:31 +1:34 14 −0.10 −17.30 −17.95 −14.12 −12.68 7.36 722
10. New Pacific 3:40 1:37 +2:03 12 −0.10 −14.79 −14.47 −12.43 −10.83 13.47 764
11. New Pacific (reprise) 4:50 3:05 +1:45 12 −0.10 −15.92 −15.79 −12.78 −11.69 20.12 657
12. Rapture 4:30 1:46 +2:44 11 −0.10 −14.11 −14.12 −9.35 −7.40 18.40 692
13. Rushing 5:17 1:59 +3:18 13 −0.10 −15.83 −15.66 −12.39 −9.97 9.30 936
14. Splash (Marathon) 5:22 5:47 −0:25 13 −0.10 −15.30 −15.95 −10.99 −8.92 9.88 816
15. Swirls 5:05 2:30 +1:35 12 −0.10 −14.86 −16.14 −11.49 −10.99 5.65 712
16. What About Bob? 8:19 2:56 +5:23 13 −0.10 −15.78 −16.48 −12.06 −10.66 8.77 718
Total 78:17 40:16 +38:01 13 −0.10 −16.25 −16.70 −9.35 −7.40 12.05 751

foobar2000 1.6.6 / Dynamic Range Meter 1.1.1
log date: 2023-02-04 16:51:57
Analyzed: Aaron Freed / See You Starside: The Marathon Soundtrack Reimagined
Audio source: 44100Hz, stereo, 16-bit FLAC
Official DR value: DR13

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Artwork from See You Starside liner notes, page 14

For More Information

More information on some of my other projects:

A few of those projects include:

Games I’ve worked on include:

And here are some of my musical works (note that some of these remain works in progress):

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Artwork from See You Starside liner notes, page 15

Credits

Alexander Seropian:original compositions
Aaron Freed:arrangement, composition, mixing, mastering
Trey J. Anderson:arrangement, composition, mixing (on Fat Man)

Acknowledgements

Midjourney:for the album art⁽⁸⁾
khfiva:for part of the album art prompt
Sue Colvert & Donald Fabisiak:for piano/composition lessons
Apple:for GarageBand
Bradmatic, Roland, & Yamaha:for the sounds I copied
Johann Sebastian Bach, Vince Guaraldi, Phil Collins, Geddy Lee, Neil Peart, wowbobwow, & Thomas Barth:for the melodic/harmonic/rhythmic ideas I copied
Trey J. Anderson:for the lovely Fat Man intro & arrangement/mix ideas
Alexander Seropian:for the music
Bungie:for the games