While the Mann songs in Magnolia are extremely obvious in their placements, Brion's score is comparatively diminutive. Many major scenes were left unscored, including the famous and incredible one involving frogs raining from the sky. When it is employed, the score is mixed softly into the soundscape, especially compared to the songs, and Brion's work is dialed in and out without many synchronization points. Part of this strategy owes to how Brion wrote his music, the cues often long and maintaining consistent rhythmic formations that could be dropped in segments into scenes with fades at either end. The sense of motion in the score is its most memorable characteristic, Brion using cyclical structures like Philip Glass but with brighter tonal shades. If one word could describe its appeal, it would be "momentum." There is rarely a moment in the score that isn't conveying some distinctive feeling of inevitable forward movement. Given the beefy length of the cues, this rhythmic motion can continue for almost maddening periods of time, though most of the material is accessible enough to pass without much bother. The ensemble is distinctly classical, an orchestra providing a traditional environment that blurbs, bubbles, and sometimes stomps its way through highly recurrent phrasing. There are exceptions to this sound, notably the stylish diversion of "So Now Then" that seems to apply vibraphone, Hammond organ, and mandolin to break the hypnotic orchestral movements. Brion does write themes for the score, and they are meant to represent non-character concepts generally. All of his ideas are extremely convoluted, sinewy and distant, difficult to really grasp or remember. His main theme unfolds playfully on strings without easy enunciation in "A Little Library Music," turning even more spritely with woodwinds joining up-tempo fragments thereafter. The various phrases of the theme bounce along with lengthy rhythmic interludes, brass eventually carrying the meandering melody by "Going to a Show." Don't expect this theme to dominate the film, however. It bumbles at 4:11 into "Stanley/Frank/Linda's Breakdown" on woodwinds, the three-note phrases from its interlude occupying the middle of "Chance of Rain." The theme defines all of the suite-like "Magnolia" on celeste in a somewhat quirky, lurching form that is almost impossible to recall after the melody is done.

Outside of the totally elusive main theme for Magnolia, Brion explores a handful of other tunes. Again, however, none is memorable. A breakdown motif of sorts is partially a very slow deconstruction of the main theme, consolidating at 1:36 on high strings in "Jimmy's Breakdown." Reprised in similar form in "Stanley/Frank/Linda's Breakdown," the idea launches into a much lighter variant with the impulsive propulsion from the earlier "Showtime" cue, reaching for slight references to John Williams' rhythmic applications for woodwinds. The sparse breakdown theme extends out of misery to a form new melody in the middle of "Chance of Rain," its ascending figures transforming into an uplifting new idea in "So Now Then." Other ideas are largely confined to development in single cues, including the impressive "Showtime," which builds relentlessly throughout the long cue in undulating, ascending and descending lines. Its melody proper becomes full on brass at 2:22 with striking string slashes, later shifting between formations with different sections for the long cue. The underlying rhythm of this piece is always sustained to some minimal degree, at times bursting through with almost giddy excitement. A theme developed throughout "I've Got a Surprise for You Today" is a highly noble and cyclical brass anthem with deep bass string gravity. More source-like is the "WDKK theme" representing the "What Do Kids Know?" show on screen by supplying vintage big band jazz as its jingle. Sadly, Brion doesn't manage to make obvious connections between these ideas in his score. Nor are there dominant carry-overs of melodies from the songs into his work; Brion is credited with compositional co-credit on one song. Not only is there a disconnect between the songs and the score, but Brion's incidental music doesn't do much to define a narrative in and of itself. It's a stream-of-consciousness score, one that relies upon extremely obtuse melodic phrasing as means of emphasizing its propulsive rhythms or ambient emotional tone. While sometimes bleak, the score does really shine in "Showtime" and "So Now Then," those cues' spirited demeanor standing apart as highlights. None of the musical choices for this score is too surprising, because it's the songs that dominate the soundscape on screen. While the total lack of narrative development by Brion is a disappointment, he nails the emotional core of several individual scenes, even if his music is too lightly and sparingly applied. Annoyingly, the songs and score were released separately; a combined album was merited here.  ***   @Amazon.com: CD or Download