HOOK (1991) – Complete Score Analysis (2000)

(Please note that this article was written in 2000 and therefore does not reflect the official expanded edition or the newly compiled complete cue list)


(February, 2000)

Special thanks to:
Shaun Rutheford, Derrik King, Ricard L. Befan, Scott Hanson, Michael Mattesino,
Jimmy Spanos, Yiannis Zambelis
without whose resources, this article could not have been successfully written.


Steven Spielberg states on the Epic label CD-release of John Williams’ score to Hook“Because of enormous pressure brought about by an early December ‘91 release for our latest collaboration, HOOK, John began to write the score even before he saw the completed film. His only clue … was the screenplay and the first 5 reels of edited film.” This statement is not entirely true. In actuality, John Williams began work on the score to Hook before the film was begun, even if he didn’t know it.

In 1985, Steven Spielberg took it upon himself to produce a stage musical based on J.M. Barrie’s timeless classic “Peter Pan.” Naturally, it would be John Williams, Spielberg’s longtime collaborator of Jaws and Indiana Jones fame, who supplied the songs and the musical underscore. With his own frequent collaborator Leslie Bricusse (Home AloneSuperman) supplying the lyrics, Williams composed nine songs and all of the themes before the production was ultimately scrapped. It is unknown whether or not any recordings still exist from this time, or how many themes were specifically composed.

Fortunately, Williams was given the opportunity to revisit and expand his musical ideas on a whole new scale in 1991, when Spielberg’s fantasies about the ultimate “Peter Pan” turned into the film Hook. Four writers and Spielberg himself joined forces determined to tell the tale of a grown-up Peter Pan and his powerful rediscovery of the meaning of childhood. The film featured the acting talents of Robin Williams as Pan, Julia Roberts as Tinkerbell, and Bob Hoskins as Mr. Smee. The singular Dustin Hoffman provided a sneering, sinister performance in the title role. Two of the songs Williams had (presumably) composed for the original play, “We Don’t Wanna Grow Up” and “When You’re Alone” made it into the film. The others, including “Childhood,” did not. One can only speculate.

At over two hours in length, showcasing fantastic visuals and a storybook atmosphere, the film demanded Williams’ considerable talents to the fullest. Williams responded with a score that saturates the picture with an unprecedented array of memorable themes and colorful, dynamic orchestration. Hardly a moment passes without musical underscore — in the end, the volume of music composed actually exceeds the length of the film. Williams dominates the narrative. The viewer is compelled to believe that it is Williams music that is causing Pan to soar; Williams that inflates Hook’s pompous swagger; Williams that carries us away to Never-Never-Land. It is one of Williams’ greatest triumphs. In technique and diversity it represents the apex of his musical career. The maestro has never been finer. This is the examination of a masterpiece.


Perhaps it was the amount of time Williams devoted to the project. Or perhaps it was the range and diversity of the film. Whatever it was, Williams gave “Hook” more than a dozen new themes and several major motifs. To the best of my knowledge, this is more than any other picture in the history of film (with the possible exception of full-scale musicals) — including Williams’ own “Return of the Jedi.”

In (rough) order of appearance, we have:

– The PROLOGUE theme: a magical, buoyant piece of adventure, originally composed for the film’s trailer, based around intervals in a natural minor scale.

– “WE DON’T WANNA GROW UP” — the first of two songs actually sung in the film. This was probably composed for Spielberg’s original stage-play, as during a play is where it made its first and only appearance in the film.

– A jazz motif used for Banning’s work-driven world, used only once in the film towards the beginning.

– Often following a introductory motif on bells, a touching theme for GRANNY WENDY (when in England) that is blown up to grandiose proportions to represent NEVERLAND. The theme begins with a repeating, reassuring sequence of a descending third, followed by an interval of a fourth. In the second statement, the interval progressively becomes a fifth. The entire motif is elevated finally by an extended, mutable phrase, creating a warm, enveloping atmosphere.

– “WHEN YOU’RE ALONE” — this is the second of two songs actually sung in the film. It makes its first non-vocal appearance early on, and is often used for the children. Probably originally composed for the stage-musical.

– A secondary HOOK theme, which is used to represent Hook’s presence (i.e.. Hook’s portrait, ship or dastardly hand at work) which is often used in conjunction with Hook’s primary theme as a sort of counterpoint. Variations of this theme appear throughout the film. Like Hook’s primary theme, it follows a very lilting, unstable pattern, which allows it to be extended, compressed or played upon in many variations.

– A lumbering theme for the PIRATES, with an innate “Yo-ho-ho” quality to it. This theme ranges from darkly suggestive to frenetic action, depending on its use. Three seven-note variations followed by a lilting resolution that shares the swagger of Hook’s theme.

– A warm theme for the FAMILY. A seven-note phrase, followed by a five-note phrase, resolved with a four-note phrase. As with most Williams themes, the final phrase is mutable, and put through several variations in the score. This theme bears a striking similarity to the family theme Williams wrote for “Home Alone,” so it is just as well it is not overused in the score.

– A Tchaikovsky-esque theme employed for TINKERBELL, most often performed on the bells, also reminiscent of a bell-motif Williams’ employed in “Home Alone.”

– A spirited jig for Peter’s arrival in Pirate Town.

– HOOK’s primary theme: an intriguingly complex piece of work. Often martial, it exudes evil, much like “Darth Vader’s Theme” from The Empire Strikes Back. But whereas Vader’s theme is brutal and direct, there is something waywardly sinister about Hook’s theme. Unpredictable and performed in variable rhythms, the melody is always evasive, as if courting several minor keys at the same time. Like a cobra, it sways back and forth: sometimes deadly, sometimes pompous, and at other times deceptively whimsical and seductive — uncannily mirroring Hook’s own seduction of Jack in the film.

– Hook’s march also doubles as music for SMEE when it is required. Smee has no theme of his own … probably due to the fact that Hook’s theme was so flexible that Williams felt a whole new element would be too much for the mix. Symbolically, it reflects Smee’s utter dependence on his Captain. Some have suggested that the marchis Smee’s theme, leaving Hook with his secondary theme, but the musical evidence suggests otherwise — this theme continues to represent Hook well after Smee’s disappearance from the film.

– A lovely, wordless choral motif for the MERMAIDS — possibly suggested by elements of the Neverland theme.

– A broad theme for REMEMBERING CHILDHOOD: a repeating variation of two notes followed by a swiftly wandering link to another series of longer tones. Williams successfully combines the gentle unfolding of memory with the captivating innocence of childhood.

– A pumping locomotive motif was composed for RUFIO and his initial acrobatics — a deliberate series of successively shorter intervals compromising an octave, and variations. Not used in the film.

– An energetic scherzo for the Lost Boys CHASE, primarily revolving around a seven-note figure, mostly consisting of eighth-notes.

– PAN’S THEME — a carefully developed pastorale that passionately escalates to near-religious proportions, with full choir. Two variations appear in the film, both revolving around Peter Banning’s transformation into first the person and then the spirit of Peter Pan.

– The BANQUET theme for the Lost Boys, also used during the “Ultimate War” sequence as a bustling action motif, the melody is always in harmony with the perfect intervals — the fifth and the octave. Significant variations intertwined throughout the feast scenes.

– A swashbuckling, adventurous FLYING theme that literally carries several key sequences. The theme follows a pattern of several quick notes followed by one longer, soaring note, giving the illusion of momentum and thrust.


A note on the cue titles: when possible, cue titles have been preserved from the original soundtrack release. The remaining cues were taken from the unofficial bootleg releases, or invented by the author.


01. Prologue [1:29]
02. “We Don’t Wanna Grow Up” [1:49]
03. Banning Back Home [2:21]
04. Granny Wendy [2:01]
05. The Nursery [1:05]
06. The Beginning of Fairies [1:31]
07. Jack in Charge [0:53]
08. By Hook Or By Crook [1:55]
09. Hook-Napped [2:04]
10. No More Happy Thoughts [0:51]
11. The Stories Are True [2:19]
12. The Arrival of Tink and the Flight to Neverland [5:50]
13. Pirate Town [2:08]
14. Presenting the Hook [1:33]
15. Captain James T. Hook [2:35]
16. A Shadow of Peter Pan [4:58]
17. Tinkerbell’s Deal [2:39]
18. Mermaids [1:12]
19. The Nevertree [3:18]
20. Rufio [1:02]
21. The Lost Boy Chase [3:59]
22. The Face of Pan [2:18]
23. Hook’s Lament [2:11]
24. Smee’s Plan [1:40]
25. Pick ‘Em Up! [2:21]
26. The Lesson [3:02]
27. The Banquet [3:19]
28. The Never-Feast [3:47]
29. “When You’re Alone” [4:22]
30. The Museum [3:57]
31. “Take Me Out to the Ball-Game” [1:31]
32. Remembering Childhood [13:07]
33. You Are the Pan [1:25]
34. Big Thoughts [2:16]
35. The Ultimate War [17:36]
36. No More Hook [1:02]
37. Farewell Neverland [6:15]
38. Finale [4:19]
39. End Credits [5:58]

PrologueWhile the actual film is without prologue, the first piece of music moviegoers were exposed to was the music specifically composed for the trailer. Mysterious and adventurous, the PROLOGUE theme is performed on the French horn following an introduction of shimmering strings. The crescendo builds to a heraldic trumpet call that leads into the sweeping introduction of the FLYING theme in the strings. A series of horn licks announce a reprise of the flying theme in the brass, which transmutes into a low-brass passage recalling the prologue theme. Finally the flying theme is passed, fanfare-fashion, from the strings to the brass, rounding off with the traditional Williams punch — complete with cymbal-crash.

“We Don’t Wanna Grow Up”Dissonant piano notes lead us into the actual film before dropping into a trill — a passage very reminiscent of Camille Saint-Seans’Carnival of the Animals. This is followed by a simple yet evocative rendition of Tinkerbell’s theme as the camera fades in to the enchanted faces of small children. They are, appropriately, viewing a stage production of “Peter Pan” — very likely the one Spielberg originally envisioned. Peter Banning and his wife Moira are in the audience with their young son Jack. Maggie, their daughter, is on the stage. Here Williams inserts the song “We Don’t Wanna Grow Up,” performed by a children’s choir with piano accompaniment.

Banning Back HomeThe film cuts away to scenes of Peter Banning at work interspliced with scenes of his son’s baseball game. Williams takes the opportunity to show off his jazz background with a low-key piece that revolves around piano, percussion and bass-guitar. The modern style of music clashes with the rest of the score somewhat uncomfortably. This is not to its detraction, as Spielberg is, as he does so well (and so often), contrasting the pressures and confusion of adulthood with the innocence and magic of childhood. The piano solo is performed by Mike Lang.

Granny Wendy: The Banning family’s plane ride to London is one of very few scenes in the film without music, as are the subsequent scenes when the family arrives at the house of Granny Wendy. As the elderly matron appears, trilling bells and a floating harp underscore the first appearance of WENDY’S THEME on solo flute. Later in the film this theme will be blown up to fantastic proportions for Neverland, but while in England it belongs to Wendy — an appropriate duality. Variations of this theme carry the rest of the scene until the final unsettling note accompanying the line, “So, Peter … you’ve become a pirate.”

The NurseryErie strains follow Peter up the stairs as he approaches the old nursery. The atmosphere is a foreboding one as Peter’s eyes are drawn first to the pirate-ship picture window, and then to a sinister portrait of Hook himself. Atop a mystical underscore, we are first introduced to the secondary theme for HOOK; the one most often used to indicate his presence.

The Beginning of Fairies: Later, after an unscored scene in which Peter the frustrated businessman lashes out at his family, we return to the nursery. Wendy tells Maggie the story of the beginning of fairies, accompanied by a reprise of her theme.

Jack in ChargePeter entrusts his son with his pocket-watch as the adults prepare to leave for a dinner in Granny Wendy’s honor. The touching moment is scored with the first (non-vocal) appearance of “When You’re Alone.” The music returns to Wendy’s theme as she implores the night-lights to protect the sleeping children.

By Hook Or By Crook: The dinner scene is unscored. But back at the house, over low, tremulo strings, the dog begins to bark what sounds very much like “Hook.” We hear a slow version of the PROLOGUE theme on horn — it’s first appearance in the actual film — which is repeated by similar-sounding variations on the secondary Hook theme in the woodwinds, then stronger on horn. The camera moves from a model pirate-ship to the actual nursery. The music continues to build deliberately and with ferocity as the Hook-shaped latch at the window twists open and the mobiles spin. The night-lights are extinguished. At last, with an alarming brass trill, the blankets fly into the air and the children scream. The music cuts to low, terrible bass movements as Wendy, at the banquet, seems to hear their cries.

Hook-Napped: The subsequent interlude as the Banning’s return to the house is deadly silent. As they notice and follow the deep gouge running across the door and up the wall, the music starts up again with a series of tense, bustling strings revolving around a four-note sequence. We hear the prologue theme again. The four-note sequence, accompanied by sporadic musical pronouncements that include the secondary Hook theme, forms the body of the rest of this cue, through the moment when they find the kidnap note and realize who the kidnapper claims to be. The cue fades out with a solitary minor chord on the organ.

No More Happy Thoughts: The bells that introduced us to Granny Wendy return. This time they precede the FAMILY theme, as the family gathers with the knowledge that the police can do nothing. “Lost,” proclaims the elderly Toodles. “No more happy thoughts.”

The Stories Are True: Once again, we hear the familiar bell-introduction at Granny Wendy’s bedside. This time it is followed by a slightly unsettling variation on her theme. She is preparing to tell Peter about the reality of Neverland. When he does not believe her, she shows him a picture of Pan from the book. Interestingly enough, Williams chose to score this revelation with a dark arrangement of the PIRATE theme — possibly a hint of the dangers ahead. The theme is performed by a wordless male chorus, and the second note is inverted. This renders the theme strikingly like the Emperor’s theme from Return of the Jedi, and there is little doubt that Williams was aware of the similarity and exploited it. The secondary Hook theme ends the cue with a foreboding note.

The Arrival of Tink and the Flight to Neverland: A melancholy (but not tedious) passage plays as Peter drinks his misery away in the nursery. As he walks towards the window, he notices a star growing larger and moving towards him. The point of light darts inside the room, and the orchestra joins it as it flits and flutters eccentrically about. It is Tinkerbell, who outmaneuvers Peter’s futile attempts to “swat” her. As Peter realizes the nature of his assailant, we hear the first formal presentation of TINKERBELL’s theme in its entirety (including the middle passage — this is similar to the version that appears in the end credits.) A comic-dramatic passage follows underscoring Tinkerbell’s “death” scene. Then, without warning, swift, darting music containing pizzicato strings and suggestions of Tink’s theme expertly builds tension, until finally the piece swells into a brief but passionate version of the Neverland theme as Tink spirits Peter across the sky and into another world.

Pirate Town: One of the major conceptual themes running throughout Spielberg’s Neverland is time. Williams effectively transforms the orchestra into a ticking, tocking clock for several key scenes, right up to the pulsing climax of the film. In the first twenty seconds of this cue that clock is musically wound, as Peter peeks through the sheets to find himself staring at the madly spinning clock locked between the massive jaws of a towering, thirty-foot stuffed crocodile — Hook’s ex-nemesis. A spirited jig is introduced for the Pirate Town as Peter explores. The jig quickly becomes a frantic action cue revolving around the pirate theme first introduced in “The Stories Are True.”

Presenting the Hook: Evading the pirate band with a little help from Tink, Peter disguises himself, lurching along to a definitive presentation of the pirate theme. Enter Mr. Smee, who has just retrieved Hook’s shiny and sharpened new hook from the smithy. Here HOOK’S MARCH is introduced, modulating and repeating four times, growing in intensity and complexity as Smee leads a parade of pirates, rhythmically chanting “Hook, Hook!” up onto the deck of the Jolly Roger. Peter is swept along in the chaos.

Captain James T. Hook: A suspenseful timpani and snare-drum roll provide a melodramatic chill as Hook makes his grand entrance. Hook’s theme is played on a lone trumpet as his hook moves onto the screen, twitching as it “conducts” the pirates in their chant. Hook turns and we see his face for the first time, accompanied by a chilling statement of his secondary theme. The subsequent passage jumps effortlessly between the three piratical themes as Hook preens and pontificates before his lackeys. In the film, the music fades to silence until Hook descends the staircase to the deck with regal musical accompaniment; but Williams originally recalled the four-note swirling motif from “Hook-Napped” to bridge the gap. The music is suspenseful and terrible as Hook descends to single out one of his crew for betting against him and sentence him to torture.

A Shadow of Peter Pan: Another statement of Hook’s secondary theme plays as Jack and Maggie are hoisted from below deck, trapped in a large net. A desperate rendition of the Neverland theme follows them up and Peter reveals himself. More of the same follows in a terse initial dialogue between Peter and a very confused Hook. An eerie version of the pirate theme plays softly on the high strings as Hook realizes that his “great and worthy opponent” is now an overweight, middle-aged lawyer. Angry, Hook challenges Peter to fly up and touch his children and he may depart freely. The music almost becomes a statement of the flying theme (which will be introduced later in the film), but as Peter currently lacks the ability, Williams fails to follow through on the theme’s development. It is a subtle, yet brilliant, stroke on Williams’ part. As Peter struggles to climb and reach his children, Williams pulls several major themes into emotional play, including the prologue theme, building to an intense rendition of the Neverland theme that falls short as Peter fails. Most of this cue was cut from the film.

Tinkerbell’s Deal: With subtlety and grace, Williams captures perfectly Peter’s tragic failure. An irate, disgusted Hook orders them all killed. But before the order can be executed, Tinkerbell swoops in to confront Hook, bargaining for three days to whip Pan into shape so that Hook can have his vaunted “ultimate war.” Williams does something very interesting with the music here. While the theme is Tink’s, the orchestration, with it’s sniveling low woodwinds and trumpet asides, is distinctly Hook’s. Very appropriate considering what is happening in the film, and yet another illustration of Williams’ keen awareness of the subtext of what he is scoring. Hook makes the deal, informing his men over a subdued regal fanfare. But before Peter can be released, he is accidentally knocked overboard by an overly zealous pirate, cutting short a final triumphant performance of the Neverland theme.

Mermaids: Peter is rescued by a trio of mermaids, whose passionate kisses give Peter the oxygen he needs to breathe. In a traditional Williams move, the underwater scene is scored with a simple yet beautiful wordless choral passage. While melodic, the flow of the music does not conform to any specific theme, although there are vague hints of the Neverland theme. The music fades the mermaids have delivered Peter to the towering, island tree that is the home of the lost boys.

The Nevertree: Bustling strings and brass accompany Peter’s first slipping and stumbling trek across the Nevertree. Peter’s gets a brief glimpse of the entire island from his vantage point, and we are treated to a brief statement of a new theme for CHILDHOOD and memory. But before the theme can be developed, Peter slips and it fades away. The horn tries to start the theme up again (Peter grasping at his memory) performing the first two notes three times without success. The moment is yanked away as Peter steps in a rope trap, that, amid jerking strings, yanks him upside down face-to-face with Tinkerbell’s tiny house. Tinkerbell’s theme plays briefly, and she darts about waking the Lost Boys and cutting Peter down. All this amid more fluttery, bird-like music, with some perfunctory fanfares for the awaking boys. The music fades to primitive “tribal” percussion as they surround and approach the intruder. We hear a brief statement of the Neverland theme.

Rufio: The music accompanying the introduction of the Lost Boy Rufio was cut from the film, probably because the existing music could not be satisfactorily shortened when the scene was edited. This is unfortunate, because Williams composed a thrilling, pumping locomotive motif, complete with train-sound effects, for Rufio and his modified skateboard. After some brief acrobatics, Rufio approaches Peter, sword drawn. The music is tense, with more “tribal” drums, leading to a crescendo.

Lost Boys Chase: An energetic scherzo based around a seven-note figure accompanies the subsequent chase. The music, however, is non-threatening. With brief moments of levity in the strings and horns, some wonderful pizzicato playing, and plenty of fun variations, it’s no surprise that Williams later adapted this cue into a longer concert suite. Tense strings under the Neverland theme on flute, followed by a Timpani crescendo play as Rufio ends the chase to confront the impostor “Pan.”

Note: there is a vamping drum beat that plays in the film during the brief basketball segment of this cue. Of little consequence, it has been omitted from both official and unofficial releases. It does, however, appear briefly in the concert version of the chase, found on the Williams on Williams compilation (see Part V).

The Face of Pan: This cue, while relatively short, represents some of the most haunting and gorgeous music Williams has ever composed, and was tragically left off of the original soundtrack album. A touching pastorale, it accompanies the Lost Boys realization that there is a young child hidden beneath the layers of unhappy man. It begins simply, with soft strings and guitar. Soon a flute joins in with the main theme, which moves to the strings. The final impassioned statement is joined by a full, wordless choir, adding a dimension of religious proportions to the scene. Williams later extended this cue into a fully developed suite.

Hook’s Lament: A solo horn playing Hook’s secondary theme ushers us back to the Jolly Roger. Hook has become depressed about the possibility of forever lacking a worthy adversary — a villain lost without a hero. Williams takes the opportunity to establish a musical pattern based around Hook’s march. He will use the pattern three times in the film: first, leading up to Hook’s sinister plan for the children, the execution of said plan during the “school,” and the consummation of the plan at the museum. Each time, the pattern will grow less comical and more sinister. But for now it begins in the form of a whimsical humoresque, leading into a grimly mock-serious play between Hook’s themes.

Smee’s Plan: Having prevented his Captain from committing melodramatic suicide, Smee hatches a plan. While Pan trains, they will concentrate on turning the children to the “dark side of the force” as it were. They will be made to love Hook, and that will be the ultimate revenge. Though low-key, this is probably the longest (and most basic) single development of Hook’s theme.

Pick ‘Em Up!: The Lost Boys are determined to help whip Pan back into shape — and to make him remember how to fly. The former succeeds. The latter does not. The music is onomatopoeic, bouncing along as Peter jogs, laughing and twittering at him, and very evocative of the living jungle that surrounds him. One recurring four-note motif can be heard, as well as the Neverland theme. At the end, when Peter is launched from a giant slingshot, we can almost hear the flying theme in the trumpets. But Peter merely falls, and the orchestra follows suit. He can not find his happy thought, and therefore can not fly.

Note: In the film, this cue begins with a boot-camp chant by the Lost Boys. Technically source music, the chant does not appear on any current release.

The Lesson: Hook turns schoolmaster to teach Jack and Maggie “why parents hate their children.” This is the first variation on the pattern introduced in “Hook’s Lament.” At first disarmingly light, the whining strings introduce a serious element. Hook’s march appears in a wheedling, sniveling fashion on high reeds. The pattern repeats. During Hook’s insidious denouncement of “love,” the music turns chilling and dissonant. The strings move with a deliberate malaise reminiscent of Bernard Herrmann’s score to Psycho. This stark passage stands out against the melodic unity of the rest of the score, further enhancing the forlorn and disturbing tone of the scene. The strings rise up again in desperate urgency as Maggie flunks Hook’s test, and he orders her dragged away so that he might concentrate on Jack. “Neverland makes you forget! Run home Jack!” Maggie cries. The cue ends with a final statement of Hook’s secondary theme.

The Banquet: A gentle reprise of the Neverland theme brings us to the Lost Boys dinner-table. The feast is brought out, and Williams launches into a stately dinner march. Unfortunately for Peter, it is a never-feast — the food is only accessible through the use of imagination, which he lacks. As the Lost Boys dine away in apparent pantomime, Williams takes the march through a series of variations, including a brief tuba solo for the character of Thud Butt. The music fades to almost nothing as Rufio and a disgruntled Peter engage in a battle of wits.

The Never-Feast: In his verbal assault on Rufio, Peter regains something inside of himself, and in a magical instant, the banquet becomes visible in all of it’s splendor. Holiday bells and the Neverland theme accompany a long sweeping shot of the feast. The banquet theme continues, building to a glorious conclusion dominated by the brass. But immediately thereafter, a jealous Rufio tosses a large coconut at the parading Pan. Acting on pure instinct, Peter snatches a sword and slices the projectile. The tone changes instantly. The first haunting strains of the flying theme are heard over eerie strings as the reality of who Peter is sinks in.

“When You’re Alone”: The theme to “When You’re Alone” plays softly over a brief scene in which Thud Butt returns Toodles’ lost marbles to Peter. Thud Butt tells Peter that his own happy thought is his mother. The music swells, and across the bay, Maggie’s voice can be heard as she sings the lullaby her mother taught her. All of the pirates are spellbound; even Hook himself seems slightly affected before he turns away. The song ends, and the music settles into one last refrain as all of Neverland goes to sleep.

Note: To accommodate the complete presentation of the song, the album versions of this cue are longer than what ended up in the final film.

The Museum: Dawn, and the camera is fixed on Hook’s sleeping face. The only audible sound is the ticking of the watch entrusted to Jack by his father. In an instant, Hook’s eyes snap open, and the orchestra literally becomes a ticking, tocking clock. In a waking madness, Hook is convinced the crocodile has come for him from beyond the grave. His march is superimposed over the orchestral “clock” as he prepares to hook the offending instrument. Smee, however, pops to the rescue, as this will have the undesired side-effect of skewering Jack as well.

The clock motif stops, and an incredibly pompous statement of the march picks up as Hook, Smee and Jack parade to the Clock Museum — a moratorium of smashed and broken clocks. Here follows the second variation on the “seduction” pattern. The ticking motif wells up again as Jack mischievously winds a clock. Hook destroys it, and proceeds to goad Jack into giving in to his anger at his father’s failures and violently smashing his watch. This is the most terrible and deliberately evil of all the statements of Hook’s theme, as Jack completely rejects his parentage. “Make time stand still, laddie,” Hook sneers. After the anger dies down, Jack begins to cry, and we hear “When You’re Alone.” But it is Hook doing the comforting, and the theme fails to resolve on the tonic. Instead, the last note metamorphoses into Hook’s theme as Hook presents Jack with his missing baseball. Jack takes it, and the seduction is complete.

“Take Me Out to the Ball-Game”: (American traditional) Source music, performed on the traditional circus-organ; not found in any release of the score.

Remembering Childhood: This lengthy cue begins after Peter has infiltrated Pirate Town to steal Hook’s hook as a test of pride and courage. He is distracted, however, by the fact that Hook is throwing a baseball game in honor of his son. The music begins with “When You’re Alone” when the pirates, unable to spell, begin chanting “Run home, Jack!” instead of “Home Run, Jack!” Hook corrects the error and the music intensifies, building to an enormous climax as Jack wallops the baseball into the sky. “When You’re Alone” is here presented as a triumphant celebratory piece … but it is Hook’s victory, and Peter is left out. The Neverland theme follows Peter back to the Nevertree, where he makes a vain, desperate attempt to fly. Looking into the water, he catches a glimpse of his former self … just before he is struck on the head by his son’s descending baseball.

The jolt jars Peter. The following passage is almost entirely constructed around the childhood theme as Peter follows his shadow to the original tree house built for Wendy, Michael and John. Tink is waiting, and the music fades briefly to her theme. Surrounded by his past, Peter finally begins to remember. Between the Neverland and childhood themes, the music is lyrical and moving as Peter recalls the story of life. He stops when he realizes that the moment of his children’s birth was the most important moment in his life. Williams is at his best form here, creating a lengthy and unbroken cue of pure magic.

Peter has regained his happy thought, and finds himself hovering above the ground. After a moment of alarm, he takes the thought and flies with it. Magically reanimated, he bursts through the trees and into the sky. A heraldic statement of the Neverland theme launches the cue into an unrestrained, complete statement of the flying theme for the first time. The music is pure joy as Peter soars through the sky, and we hear triumphant refrains of both music from the prologue and the Neverland theme.

You Are the Pan: Peter descends amidst the amazed Lost Boys. A humbled Rufio presents him with the Pan sword, and they proceed to crow triumphantly. The music here returns to the impassioned and spiritual vein from “The Face of Pan.” In the former, Peter was revealed as the person of Pan. Here, he is likewise revealed in spirit. The choir returns in full-force, in concert with a magnificent soaring horn solo.

Big Thoughts: It is evening of the second day. Caught up in his return to Pan-hood, Peter has forgotten his quest. A lovesick Tink, also drawn to the past, accidentally wishes herself human-sized, in a frenetic piece of scoring. Romantic music accompanies her as she gives Peter a heartfelt kiss. But the contact draws Peter’s thoughts back to his family, prompting the “remembering childhood” theme. A sad Tink returns to her normal size with a flutter.

The Ultimate War: What follows is almost twenty minutes of constant, driven music: a lengthy, yet never boring or repetitive action cue interspersed with brief interludes. It is the type of exhilarating scoring that Williams perfected with the Indiana Jones films. We begin with a percussion-heavy rendition of the flying theme as the Lost Boys suit up and prepare from battle. The cue fades to an ominous harpsichord trill as Hook prepares to award Jack with his first earring. A minor version of the flying theme announces Peter’s presence, followed by a triumphant fanfare. The scoring in the following “war” sequences is often non-thematic, filled with fanciful stylings that hearken back to such musical giants as Korngold and Rozsa. The music effortlessly jumps from snippets of one theme to snatches of the next; Hook’s theme and the flying theme appearing more frequently than the rest. Even the banquet theme makes a surprise appearance as a rallying march for the Lost Boys.

On the original soundtrack album, the music cuts off somewhere around the eight-minute mark. In the film, however, the music continues fast and furious. With their tricks and gadgets, the Lost Boys manage to outwit the pirate horde, which surrenders and flees. “When You’re Alone” makes a brief appearance as Peter rushes to rescue Maggie from captivity. Rufio, meanwhile, engages Hook in mortal combat. Peter arrives just in time to watch helplessly as Rufio is slain. The dying youth’s last wish is that he had a father like Peter, and Williams scores the scene tenderly. The music turns deadly as Peter prepares to face the murderous Hook — but he is dissuaded from further bloodshed by his children, and departs the scene with a exultant performance of the Neverland theme, complete with celebratory fanfares and bells.

It is only through threatening Peter’s future generations that Hook gets the contest he has been so desperately seeking. The prologue theme announces the return to battle, and the dynamic action of the first half of “The Ultimate War” returns, again prominently featuring the flying theme and Hook’s march. Pan is pinned, and there is a brief moment of musical doubt. But the Neverland theme reassures Peter of his strength as surely as his children, and he springs back to action.

Here the time motif returns in full force. Hook falls, and when Peter offers to help him up, Hook uses the opportunity to slash back. But as he lunges, the surrounding Lost Boys whip out ticking, tocking, jangling timepieces. The Neverland theme expertly mimics a cuckoo call (another brilliant touch), and once more Williams transforms the orchestra into an inexorable juggernaught of a clock. “James Hook is afraid of time,” Peter quips, “ticking away.” It is too much for Hook, and he collapses. A swish of Peter’s sword sends Hook’s wig soaring and landing atop the head of the Lost Boy named Too Small. This comic aside is scored with an appropriately comic juxtaposition of Hook’s theme.

Hook deserves to die, but Peter shows mercy for the sake of his children. To the warm strains of “When You’re Alone,” he turns to depart. But Hook has one last trick up his sleeve — a dagger, to be precise. As “When You’re Alone” reaches it’s apex, Hook lunges. In a flash, the orchestra is transformed back into the clock, slicing beneath slashing strings for the brandished knife (An unquestionable homage to Bernard Herrmann’s Psycho.) Peter is pinned against the enormous crocodile clock.

But Tink diverts Hook’s final blow, and Peter lodges the hook deep in the belly of the towering croc. The tower shakes apart, angling down at a helpless Hook. Hook’s secondary theme is called out over crashing rhythmic chords … even if we were unfamiliar with story conventions, or unaware that this is the logical point at which to end things, Williams’ music lets us know irrefutably and irrevocably that Hook’s time is up! With a final tragic statement of Hook’s main theme, the tower falls, and the “ultimate war” is at an end.

No More Hook: The film features an interesting variation on the banquet theme as the Lost Boys march around the fallen croc before Peter realizes he has to leave. The Neverland theme returns as he approaches his children, and Tinkerbell’s theme plays as she sprinkles them with fairy dust. This short cue does not appear in any release, legitimate or otherwise.

An alternate cue is available, however. Williams composed a beautiful, almost two-minute long reprise of the “remembering childhood” theme that fits this scene. Some sources have identified this cue as “exit music,” but this is unlikely, given that Williams did compose a lengthy end-credits suite in traditional Williams form. So this music remains a mystery. But whether or not it was composed as exit music, for a conjectural intermission, or for the original cut of the film, the cue fits here nicely.

Farewell Neverland: A soft rendition of “When You’re Alone” leads into a lengthy refrain of the childhood theme as Peter sends his children home ahead of him with Tinkerbell. Turning to the Lost Boys, he entrusts the title of Pan to the valiant Thud Butt before his final farewell. Back at the house, Moira is asleep in the nursery when her children return to their beds. Wendy enters. As the children reunite with their mother, a wordless chorus joins the orchestra for a passage of pure emotion. The passage is not thematic, but does recall the “Face of Pan” in orchestration and tone.

Finale: Outside, Peter awakens (courtesy of a street-sweeper bearing an uncanny resemblance to Smee) on the pavement surrounding a statue of Pan. Alone once more, he is visited by Tinkerbell, who says her final good-bye. The final statement of her theme fades away, leaving a solitary flute. As Peter returns home to his waiting wife and children, Williams calls up a lengthy refrain of the family theme (last heard in “No More Happy Thoughts”). For the reunion with Granny Wendy, the music segues into her theme, from here on jumping back and forth between “When You’re Alone” and the family theme. The finale leaves the family standing together out on the balcony, and so it is a grand statement of the family theme that closes the film before a segue into …

End Credits: The End Credits, in typical Williams fashion, is a straightforward statement of some of the major themes from the film. It begins with the Neverland theme in its complete form, then segues to the “Lost Boys Chase” music. This, in turn, fades to Tinkerbell’s theme (a similar arrangement to that in “Tink’s Arrival.”) This is followed by a reprise of the family theme, with touches of Wendy’s theme. And so the credits come full circle, ending in the same fashion as the film.


In a film demanding as much music as Hook, there are bound to be alternate cues. Many have probably never been released in any form — however some of them made it onto the bootleg releases.

The first of these is an alternate for The Stories Are True. While the second half following the introduction of the chorus is virtually identical, the beginning is significantly lighter in tone. Instead of the darker version of Wendy’s theme, the bell-motif used to introduce it is extended over the scene.

At least two alternate cues exist for The Arrival of Tink and the Flight to Neverland. The general shape of these cues are identical to the final film version. The chief difference is in the orchestration. One version seems to rely more heavily on the violins, and the middle passage where Tinkerbell falls “ill” is either scored differently or missing altogether. The second version is closer to the final version, especially in the first half, but arrangements in the “Flight to Neverland” portion still differ.

There are also two alternate takes for The Never-Feast, likewise virtually identical to the final version. There are some mildly different orchestrations, most noticeably in the percussion.

One version of When You’re Alone excises the vocal portion, leaving the music for Peter’s conversation with Thud Butt segueing directly to the “Goodnight Neverland!” portion at the end.

There is also a quasi-alternate for Big Thoughts. Possibly different orchestration, the cue also features a slightly extended ending, with a few flourishes not contained in the film.

Finally, see Part III for a discussion regarding a potential alternate cue for No More Hook.

(And Where To Find Them)

A lengthy suite for concert band can be found on the United States Army Field Band and Soldiers’ Chorus CD (1997). At over eleven minutes long, it is a superb recording with a flawless performance. It begins with the “Prologue” (including the flying theme), segues to Wendy’s theme and continues with “Presenting the Hook,” “The Banquet,” and an instrumental arrangement of “When You’re Alone,” featuring a trumpet solo. The piece then segues to a portion of “The Ultimate War” which bursts triumphantly into the family theme. The first five notes of the Neverland theme end the suite.

A shorter, more conventional suite can be found on The Great Fantasy Adventure Album CD (Erich Kunzel, Cincinnati Pops Orchestra, 1994) The suite is basically comprised of the standard “Prologue” divided by exerpts from “The Ultimate War.” The performance is somewhat below tempo, and the cuts will be rather obvious to a listener familiar with the score. Other than that, the recording is fine.

A purely instrumental version of “When You’re Alone” can be found on the John Williams … The Dream Goes On CD (Andrew Lane, Orlando Pops Orchestra, 1996).

The biggest treasure in this area by far is the wonderful selection of concert adaptations that can be found on the CD compilation Williams on Williams — The Classic Spielberg Scores (John Williams, The Boston Pops Orchestra, 1995). This disc is a must-have for any true fan of Williams, Hook, or even film-music in general. Out of fifteen tracks, five are from Hook. “Flight to Neverland” combines the prologue with the flying theme and an extended version of the Neverland theme. “Smee’s Plan” runs almost three times longer than it’s album counterpart, featuring several unique variations on Hook’s theme, including a brief but irresistible full-blown statement in the brass. “The Lost Boys’ Ballet” is an exciting version of “The Lost Boy Chase” from the album, complete with a short previously unreleased percussion part (see Part III) and a new ending. “The Face of Pan” beautifully expands and enhances the cue of the same name from the film — and is the only official release of this theme, the only regret being that the spectacular chorus is omitted. The disc rounds off with “The Banquet,” an inspired arrangement that includes “The Never-feast” and a brand-new finale.


1991 — EPIC SOUNDTRAX EK 48888

01. Prologue (1:29)
02. We Don’t Wanna Grow Up (1:51)
03. Banning Back Home (2:22)
04. Granny Wendy (2:57)
05. Hook-Napped (3:56)
06. The Arrival of Tink and the Flight to Neverland (5:55)
07. Presenting the Hook (2:59)
08. From Mermaids to Lost Boys (4:24)
09. The Lost Boy Chase (3:32)
10. Smee’s Plan (1:44)
11. The Banquet (3:08)
12. The Never-Feast (4:40)
13. Remembering Childhood (11:02)
14. You Are the Pan (3:59)
15. When You’re Alone (3:14)
16. The Ultimate War (7:53)
17. Farewell Neverland (10:17)

A generous 75 minutes, this official release features most of the highlights of the score. Unfortunately, almost as much music was omitted as was left on — more, if you include alternate cues. “The Ultimate War,” in particular, is missing over ten minutes of fantastic music. Notes: the track “Granny Wendy” opens with the beginning of “No More Happy Thoughts.” “Hook-Napped” includes the cue “By Hook or By Crook,” but in reverse of the film order. Williams, as he is wont to do, probably felt that the resequencing made for a better album experience. “Farewell Neverland” includes the Finale, but not the End Credits.

The film order of the tracks on this release is: 1, 2, 3, 4 [part 2], 5 [part 2], 5 [part 1], 4 [part 1], 6, 7, 8, 9, 10, 11, 12, 15, 13, 14, 16, 17


DISC 1 (68:50)

01. Prologue (1:30)
02. Banning Back Home (2:18)
03. Granny Wendy (0:53)
04. Granny Wendy II (2:02)
05. Peter Visits His Old Room (1:00)
06. Grandma’s Tale (1:34)
07. Granny Wendy III (1:03)
08. Hook Attacks (1:58)
09. The Children Were Screaming (2:04)
10. No More Happy Thoughts (2:00)
11. Peter, Don’t You Know Who You Are? (1:15)
12. The Appearance Of Tink (3:31)
13. Flight To Neverland (2:32)
14. Flight To Neverland II (1:31)
15. Flight To Neverland III (0:40)
16. What A Nightmare! (0:21)
17. Pirate Town (1:04)
18. Get Those Shoes! (0:49)
19. Hook’s March (1:33)
20. Hook’s March (reprise) (1:35)
21. Captain James T. Hook (2:40)
22. A Shadow Of Peter Pan (2:12)
23. Three Days (2:39)
24. The Mermaid’s Kiss (1:13)
25. Neverland!!! (2:03)
26. Boys Wake Up (1:15)
27. The Lost Boys Chase (3:31)
28. There You Are (2:41)
29. I Hate Peter Pan (2:14)
30. Smee’s Plan (1:40)
31. Learn How To Fly (1:17)
32. Lost Boys Lesson (1:22)
33. No Little Children Love Me! (3:03)
34. The Banquet (3:21)
35. Neverfeast (3:04)
36. What’s Your Happy Thought? (1:42)
37. Goodnight Neverland (1:40)

DISC 2 (71:17)

01. Is That the Clock? (4:00)
02. Remembering Childhood (part 1) (2:48)
03. Peter’s Tree House (2:33)
04. Remembering Childhood (part 2) (5:40)
05. Pan’s Back! (2:38)
06. You Are The Pan (1:21)
07. The Ultimate War (19:52)
08. Farewell Neverland (part 1) (2:24)
09. Farewell Neverland (part 2) (3:40)
10. Farewell Neverland (part 3) (4:19)
11. End Credits (5:58)
12. Neverfeast (Alternate) (2:58)
13. Peter And Tink (2:16)
14. Boat Ride (Unused) (1:02)
15. Boat Ride (Part 2) (Unused) (3:01)
16. Hook Is Dead (Unused) (1:39)
17. We Don’t Want To Grow Up (1:49)
18. When You’re Alone (3:19)

This unofficial release has several disadvantages. Foremost among these is the terrible sound quality. The sound is muddled, with lots of tape hiss and the occasional pop and crackle. In addition, the sequencing is imperfect and several track names are erroneous, as detailed below:

On the first disc, “Granny Wendy I” is actually the beginning of the alternate “The Stories Are True”; “Granny Wendy III” is supposed to be “No More Happy Thoughts”; and “No More Happy Thoughts” is really “Jack in Charge” followed by the first half of “The Stories are True” (see Part III). Hook’s march is repeated for some reason, and the two songs are displaced to the end of the second disc (not everyone has a problem with this.) In addition, the film version of “The Never-feast” is not included. Also, alternate cues of the “Flight to Neverland” are inserted into the body of the score, causing a slightly disjointed listening experience.

On the second disc, “Boat Ride (part 1)” is actually the unused cue “Rufio,” and “Boat Ride (part 2)” is the unused music from “A Shadow of Peter Pan” (see Part III). Whoever originally made up the track titles was probably guessing (not that they can be blamed for failing to realize this, as neither cue is actually in the film.)

This version of the score has its perks, though. For one thing, the cues are nicely isolated from one another. Not only does this allow for easy access, but it reveals many opening/closing notes and flourishes that were lost in the mixing process. For another, this is the ONLY release to include the complete “Ultimate War” sequence, and is worth having for this reason alone, despite the poor sound quality (although die-hard audiophiles may disagree on this point.)


DISC 1 (73 minutes approx.)

01. Prologue (1:29)
02. Banning Back Home (2:21)
03. Granny Wendy * (2:01)
04. The Nursery * (1:05)
05. Wendy Tells Bedroom Stories * (1:31)
06. The Watch * (0:53)
07. The Dog Barks Hook * (1:55)
08. Hook-Napped (3:55)
09. The Police Leaves (0:51)
10. Wendy Tells Peter the Truth * (2:19)
11. Tinkerbell Arrives-Flight to Neverland (5:50)
12. Presenting the Hook * (3:41)
13. Pirates! * (2:35)
14. Peter Fails the Hook Test * (7:35)
15. Mermaids (1:12)
16. Home of the Lost Boys * (3:58)
17. The Lost Boy Chase (3:26)
18. You Are Peter * (2:18)
19. Hook’s Blues * (2:11)
20. Smee’s Plan (1:40)
21. Pan is Challenged * (1:15)
22. Hook Gives the Children Lessons * (3:02)
23. The Banquet (3:19)
24. The Never Feast * (6:06)
Hook’s Madness * (3:57)

DISC 2 (71 minutes approx.)

01. Remembering Childhood/You Are the Pan (14:32) **
02. Tinkerbell Big!/Final Battle * (9:54)
03. Death of the Lost Boy * (2:21)
04. Return home/Finale/End credits * (16:03)
05. Exit Music (cut from film) * (1:38)
06. Wendy Tells Peter the Truth (alternate) * (2:18)
07. Tinkerbell Arrives/Flight to Neverland (unused) * (5:19)
08. Tinkerbell Arrives/Flight to Neverland (2nd unused) * (5:27)
09. The Never Feast (unused) * (6:03)
10. The Never Feast (final film version) * (8:07) [includes “When You’re Alone”]

* Previously Unreleased
** Includes 2:25 min. of previously unreleased material

Unlike the previous bootleg release, this is an actual CD-pressing. It was released on the internet and by special retailers in December of 1999, selling out quickly. The sound quality is spectacular; worlds above that of its predecessor.

Still, this version is not without its shortcomings. For one thing, it claims to be the complete score, when large portions of “The Ultimate War” (including the last seven minutes) and several shorter cues (namely the basketball sequence from “The Lost Boy Chase,” the original “No More Hook” and the two source cues — see Part III) are missing. “We Don’t Wanna Grow Up!” is not included at all.

And while the sequencing is near-perfect, there are exceptions. On the first disc, “By Hook or By Crook,” (or “The Dog Barks Hook” on this release) is accidentally repeated following “Hook-napped.” And the film-versions of “The Never-feast” and “When You’re Alone” are moved to the end of the second disc. In addition, many of the cues are melded together. This last is not a problem, exactly, but we know from the first boot that this method cuts off several opening/closing notes. It also would have been nice to have cues like the end credits on a separate track.


What does the future hold for Hook? When asked about the viability of a legitimate expanded release, Michael Matessino, producer of the Star Wars: Special Edition (1997) soundtrack releases, as well as the complete Superman (1999) responded: “I’d love to do Hook. There’s a lot of unreleased music, plus tons of outtakes and alternates. It would be quite a job. The more successful these releases become, the more possibilities will open up.”

Time will tell. The entire score would certainly fit on two CDs, with room left for some alternates. To truly do Hook justice, however, would require three CDs, with all alternate and unused cues, and possibly even some of the concert works. The soundtrack fan who wants to see such a release happen can encourage it by supporting past and present expansions of Williams’ work, such as Raiders of the Lost ArkE.T.Close Encounters of the Third Kind, The Star Wars TrilogySuperman, and the forthcoming Jaws. With a record like that, there will inevitably be future expansions, and Hook is a prime candidate.

In the meantime, a good wave-editor, a CD-burner, and a lot of patience can produce an ideal (at least for now) version of this John Williams masterpiece. This guide is your ultimate resource.

John Takis is an English major at Michigan State University, where he has studied music and is currently specializing in film.

He can be reached at takisjoh@pilot.msu.edu for questions or comments