Top 50 Cover Songs from Movies

From Aimee Mann to Wilco, these are the songs that didn't remain the same


    Say Anything has “In Your Eyes”, Goodfellas has “Layla”, Apocalypse Now has “The End”, and Fight Club has “Where Is My Mind”. These are established truths. But a cover song in a movie is different. It can actually elevate the drama — ascribing meaning and sentiment to the music being played. All of a sudden this song that we’re pretty sure we’ve heard before is chewing the scenery and the actors fade into the background.

    All too often, the cover song is tailor-made for the movie itself. If you recall the ’90s, countless covers were contributed to movies just to fulfill some bureaucratic record contract quota, which is why you saw all kind of questionable punkska, and nu metal covers padding out these soundtracks and bands’ setlists. Ahead, you’ll find songs that (mostly) go beyond contractual obligations and, with the movie, help to carve out a nice little niche for each other in the pop culture canon.

    Keep in mind that there are essentially three kinds of cover songs in this list: songs the movie desperately needed, songs the movie helped make, and songs that transcended the movie altogether. For instance, Hole song might be the only redeemable part of a film, an Eagles song made into a rumba might define scene, and a Neil Diamond cover might just become the quintessential version of the song. So, grab your headphones, heat up some popcorn, and relish these 50 covers.

    50. “The Ballad of Peter Pumpkinhead”

    Dumb and Dumber (1994)


    Performed By: Crash Test Dummies

    Originally By: XTC

    “Peter Pumpkinhead came to town/ Spreading wisdom and cash around,” or so the story tells us. Fans of classic Farrelly Brothers comedy Dumb and Dumber know that dimwitted Harry Dunne and Lloyd Christmas also came to Aspen dropping Benjamins. As far as wisdom, eh, they’ll have to write you an IOU. However, one thing we do know for sure is the filmmakers were wise to invite the cover-friendly Crash Test Dummies along for arguably the stupidest road trip in film history. They chop a verse from XTC’s original hit from two years prior, but keep the song’s ironic spirit intact. Most memorably, backup Dummies vocalist Ellen Reid sings lead – with Brad Roberts’ three-testicle baritone surfacing on choruses — and absolutely smashes it. There was such hope for the single that Jeff Daniels even reprised his role as Harry in the music video, which relates Peter’s story. Whether it’s XTC or CTD, it’s fair to say that we like this song a lot. –Matt Melis

    49. “Desolation Row”

    Watchmen (2009)

    Performed By: My Chemical Romance

    Originally By: Bob Dylan

    In a film full of musical choices both pitch-perfect (“The Times They Are A Changin'” over the world-setting prologue) and highly suspect (slow humping to Leonard Cohen!), My Chemical Romance’s cover of another Dylan classic sits somewhere squarely between the two. Yet for whatever you might have to say about Zach Snyder’s interpretation of the medium-defining graphic novel, it’s hard to say that the furious opening riffs of this modern update aren’t immensely satisfying over the final image of Rorschach’s journal, waiting to destroy the false new social order that the titular group of heroes chose to leave in their wake. –Dominick Suzanne-Mayer

    48. “Mustang Sally”

    The Commitments (1991)

    Performed By: The Commitments

    Originally By: Mack Rice

    Before there was Sing Street, there was The Commitments. Back in 1991, Alan Parker’s Irish-British-American musical comedy was one of the hippest movies around. For nearly two hours, you could escape overseas and hang out with larger-than-life characters like Deco Cuffe, Outspan Foster, or Jimmy Rabbitte as they got their shit together to create great music. They were a total mess, but that’s what made their story so intriguing. They were a bunch of local losers trying their darnedest to be, as Rabbitte later says, “the hardest-workin’ band in the world.” That “try” fuels their Robert Palmer-esque cover of “Mustang Sally”, a bluesy culmination of all their sweat, energy, and emotion, the likes of which are led by Andrew Strong’s Kentucky bourbon-glazed vocals and Glen Hansard’s silver licks. Ah, who are we kidding, this movie’s still hip as hell. –Michael Roffman

    47. “Any Major Dude Will Tell You”

    Me, Myself, & Irene (2000)


    Performed By: Wilco

    Originally By: Steely Dan

    Packed with ’90s radio mainstays – from Third Eye Blind to Hootie & The Blowfish – the soundtrack to Me, Myself & Irene seems no different from any other early Farrelly Brothers movie. But like the film itself, there’s a disarming pathos beneath the surface, mainly in the form of eight–count ’em, eight–Steely Dan covers. Unsurprisingly, Wilco best pulls off the Dan’s sugar-coated subversiveness with their take on “Any Major Dude Will Tell You”, most likely due to their own experience with burying weird-ass lyrics beneath laid back arrangements. The flirting organs of Leroy Bach and the late Jay Bennett allow lines like “Have you ever seen a squonk’s tears?” to go down like honey. It’s a lawnchair gem that would fit in on any of the band’s last three albums. –Dan Caffrey

    46. “Sweet Child o’ Mine”

    Big Daddy (1999)

    Performed By: Sheryl Crow

    Originally By: Guns N’ Roses

    Big Daddy is hardly a movie. Have you watched it recently? The whole thing plays out like an extended music video; or rather, a string of vignettes taped together by popular FM hits from that era and the years prior. It’s a direct bi-product of the TRL Generation, and there isn’t a single frame of the film that suggests it’s anywhere but 1999. All things considered, there are a few gems on the soundtrack — from Garbage’s “When I Grow Up” to Big Audio Dynamite’s “Rush — but the most memorable takeaway is Sheryl Crow’s inspired cover of Guns N’ Roses’ “Sweet Child o’ Mine”. Gone is any trace of the song ever being a hard rock anthem and in its place is a sunny country ballad that fits snugly in Crow’s oeuvre. Today, she sings it better than Axl Rose and we’re okay with that. –Michael Roffman

    45. “Did You Ever See A Dream Walking”

    Lady in White (1988)

    Performed By: Bing Crosby

    Originally By: Art Jarret

    Many scary movies associate their ghost or murderer with a popular song. A Stir Of Echoes had “Paint It Black”, Halloween II used “Mr. Sandman”, and you can guess what tune popped up in Jeepers Creepers. But the most unnerving instance of musical terror belongs to Lady In White, a little-seen, coming-of-age/horror tale starring an adolescent Lukas Haas. I won’t spoil exactly how the song comes into play here, but opting for Bing Crosby’s take of “Did You Ever See A Dream Walking?” over Art Jarrett’s initial version was a smart move on the filmmaker’s part. Whereas Jarrett’s rendition seems like the logical choice with its tinny, melancholy tone, Uncle Bing’s fireside baritone is downright cheery, providing eerie juxtaposition to the events onscreen. –Dan Caffrey 

    44. “Easy”

    Baby Driver (2017)


    Performed By: Sky Ferreira

    Originally By: The Commodores

    For all of the killer tracks on display throughout Edgar Wright’s exercise in kickass songs and flawless action choreography, it’s one of the sweetest songs that also ends up mattering most. Baby might have a lot of mixes, but it’s the golden-edged tape with “Mom” scrawled on the site that he’d put his life in danger to recover: a lilting take on “Easy” by his deceased mother (ahem, Sky Ferreira). Not everything goes the way Baby would hope by film’s end, but through it all, he’s still easy like Sunday morning. –Dominick Suzanne-Mayer

    43. “Such Great Heights”

    Garden State (2004)

    Performed By:  Iron & Wine

    Originally By: The Postal Service

    The already-precious “Such Great Heights” is made rice-paper fragile by Sam Beam for the one soundtrack that had youths everywhere confusing privileged disaffection with clinical depression. Nevertheless, the whisper of Beam on the wind turns a bubbly digi-love song into an intimate ballad. This isn’t the one that will “change your life”, but it’s now the marquee song for visiting your childhood home, staring at the artifacts of your past, and thinking about how it all used to be so goddamn simple. –Jeremy D. Larson

    42. “Gold Dust Woman”

    The Crow: City of Angels (1996)

    Performed By: Hole

    Originally By: Fleetwood Mac

    Look, there never should have been a sequel to The Crow. But, you can’t argue that City of Angels director Tim Pope didn’t at least try to do something different with James O’Barr’s gothic graphic novel. His grimy 1996 sequel turns Los Angeles into a bone-dry, urine-colored shithole, a far cry from the stormy, slippery Detroit that Alex Proyas conceived of two years prior. Still, the similarities were obvious, especially the sequel’s attempt to capture the magic of its predecessor’s soundtrack, and to its credit, the film comes dangerously close. PJ Harvey, Iggy Pop, Deftones, White Zombie, Bush, and Filter all contribute admirable tracks, though the real standout was Hole’s cover of Fleetwood Mac’s “Gold Dust Woman”. Coming off of Live Through This, Courtney Love brings her fuck you attitude front and center, turning the classic rock hit into a grunge-y stomper. Purists be damned, but it’s exactly the type of song you want to hear if you’re avenging the death of your son on All Saints’ Day. –Michael Roffman


    41. “Degenerated”

    Airheads (1994)

    Performed By: The Lone Rangers

    Originally By: Reagan Youth

    Sometimes a song makes a movie. And sometimes a song is the movie. Just imagine an Airheads where Chazz, Rex, and Pip spin their Long Rangers demo on air for all the guppies listening to Ian the Shark and it actually is just Pip farting on a snare drum. Even Milo would have to agree the three (not to mention the movie) would each look like half a butt puppet (so, um, one and a half butt puppets). Luckily, the film’s creative team opted to re-record “Degenerated”, an early ‘80s punk song by hardcore band Reagan Youth. No, that’s White Zombie, not Pip and Rex, backing Brendan Fraser on vocals, but the results are some first-class mid-‘90s “powerslop” (not that we like to label things) that could pass as a legit demo and, more importantly, get heads banging. While the song turned out well for both Airheads and The Lone Rangers, you gotta wonder if Kayla will ever catch on that Chazz totally didn’t write this for her. –Matt Melis

    40. “Against All Odds”

    Wicker Park (2004)

    Performed By: The Postal Service

    Originally By: Phil Collins

    Wicker Park was a mind-numbing, self-important blowhard of a romance film, with none of the depth or nuance it thought it was portraying. This sort of over-the-top melodrama doesn’t work in film. Two places it does work? In Phil Collins’ songs and in Ben Gibbard’s vocal delivery. Both of these environments are made better by unabashed melodrama, and it’s why The Postal Service’s fractured cover of the Collins song “Against All Odds” is an All-Time Best Breakup in the Pouring Rain song. Jimmy Tamborello is the perfect choice to reinterpret Collins work for the ’00s, as his sense of arrangement is at once an homage, an update, and a reinterpretation. Wicker Park may have been nigh unwatchable, but the pocket soap opera of “Against All Odds” was and remains listenable. –Chris Bosman

    39. “Please Send Me Someone To Love”

    Philadelphia (1993)

    Performed By: Sade

    Originally By: Percy Mayfield

    By the time Sade released this loping R&B version of “Please Send Me Someone To Love” in ‘93, it had been too long. A great update of Percy Mayfield’s 1950 ballad hadn’t been done since a ’57 take by the Moonglows. Sure, Sade’s cover isn’t necessarily the standout on this soundtrack, considering the Springsteen opener “Streets of Philadelphia”. But god damn if these vocals aren’t worth a press of the repeat button. At her subtlest troughs here, Sade can be buried by the swat of a brush on a snare drum. It almost turns the song’s original yearning sentiment around, making her sound resigned, to the point she’s accepted there’s no one worth her time. –Dale Eisinger

    38. “Everybody’s Talkin”

    Midnight Cowboy (1969)

    Performed By: Harry Nilsson

    Originally By: Fred Neil

    By 1967, Harry Nilsson had written dozens of excellent pop songs that were under-appreciated or totally ignored by commercial audiences. It wasn’t until his cover of Fred Neil’s “Everybody’s Talkin’” was chosen as the theme song to Midnight Cowboy that Nilsson became a household name. His graceful voice suits the song’s melody, and the way he mimes a harmonica during the wordless refrain is signature Nilsson. –Jon Hadusek

    37. “Superstar”

    Juno (2007)


    Performed By: Sonic Youth

    Originally By: The Carpenters

    Sonic Youth contributed a soft cover of The Carpenters’ “Superstar” for Juno, which was a little shift from the textured white noise they’ve been known to produce over the past 30 years. Compare Thurston Moore’s rasp to the clarity of Karen Carpenter’s belt on the original. This is the introduction to Sonic Youth for both Juno and many real-life teenagers who are watching Juno. Juno and the soon-to-be adoptive father of her child, Mark, share a moment while the bass-heady “Superstar” is cranked up to full ear-shattering volume, reminiscent of many of our own first experiences listening to Thurston and Kim. I assume Mark and Juno later went out and bought Goo, as did everyone who saw this movie. –Paula Mejia

    36. “Hotel California”

    The Big Lebowski (1998)

    Performed By: The Gipsy Kings

    Originally By: The Eagles

    An unusual thing about The Big Lebowski is that its protagonist, The Dude, (or El Duderino if you’re not into the whole brevity thing) explicitly voices his own unwavering hatred for The Eagles. So it’s fitting that Jesus Quintana, one of the film’s more colorful villains (and known pederast), is introduced with a high-tempo, bilingual, flamenco version of “Hotel California”. The Gipsy Kings’ take on the sometimes lovely, often bizarre trappings of an inescapable Los Angeles lifestyle sets the tone for The Dude’s off-kilter odyssey through La La Land. The movie’s hero may have never located his missing rug, but the Coen Brothers managed to find the perfect tune to enlighten their audience of the strange journey that lies ahead. Then again, well, you know, that’s just like, uh, my opinion, man. –Dan Pfleegor

    35. “Love Will Tear Us Apart”

    The Time Traveller’s Wife (2009)

    Performed By: Broken Social Scene

    Originally By: Joy Division

    Some may have seen The Time Traveler’s Wife in the theater (hi mom), while others might have needed a 102-degree fever and a suspended Netflix account (cough), but either way, it’s totally not weird to point out the emotion involved when the time traveling guy lands at his own wedding just in time to dance with Rachel McAdams. Combining this with the realization that Broken Social Scene is the wedding band, and it’s all enough to make any guy spill his Campbell’s Chunky. Covering Joy Division’s “Love Will Tear Us Apart” makes partial sense (really, it was time traveling that was tearing love apart and Ween never wrote that song), but BSS deliver it as a heart-on-their-sleeve piano ballad that stands on its own merits, complete with horns, strings, and Kevin Drew’s spot-on Dracula impression. Let’s agree, though, that Broken Social Scene is the only wedding band ever allowed to play “Love Will Tear Us Apart”, at least if you want to receive your full night’s pay. –Philip Cosores

    34. “Mrs. Robinson”

    Wayne’s World 2 (1993)


    Performed By: The Lemonheads

    Originally By: Simon & Garfunkel

    Simon & Garfunkel’s version in The Graduate is about as iconic as a song/movie relationship can get. And though it became one of The Lemonheads’ few alternative radio hits, the 1992 cover of “Mrs. Robinson” may be best remembered for its role in Wayne’s World 2. In the movie, both versions are featured side by side in a climax that spoofs The Graduate, with The Lemonheads’ take somehow standing up to a former No. 1 single and Record of the Year Grammy winner. The song does little to change the original’s core, and is surprisingly tasteful in its addition of crunchy distortion, up-tempo rock drumming, and occasional loose guitar noodling. Decades later, the song is as much a part of The Lemonheads’ legacy as Evan Dando’s greasy hair, but many will simply remember it as the moment where Wayne and Cassandra live happily ever after. –Philip Cosores

    33. “Don’t Let Me Be Misunderstood”

    Kill Bill Vol. 1 (2003)

    Performed By: Santa Esmarelda

    Originally By: The Animals

    The Latin backbone of The Animals’ version made it ripe for disco-fying by Santa Esmeralda, but only Tarantino could use those claps and horns to build Hattori-Hanzo-sharp tension for a Samurai sword fight. Sure, the soundtrack version is a full 10 minutes, but those two used during that final showdown between The Bride and O-Ren Ishii are enough to get the blood pumping through your aorta. –Ben Kaye

    32. “Hey Jude”

    The Royal Tenenbams (2001)

    Performed By: Mutato Muzika Orchestra

    Originally By: The Beatles

    If Alec Baldwin’s stoic narration doesn’t pull you into Wes Anderson’s star-studded signature film, the Mutato Muzika Orchestra’s (of L.A.’s Mutato Muzika music production company, with which the director frequently works) largely instrumental take on The Beatles’ 1968 ballad is sure to do the job. The aesthetic and cast of characters is so absorbing that the sheer awesomeness of the song’s presence in this sequence doesn’t fully materialize until the “na-na-na na”s of this orchestral take on the Lennon-McCartney gem finally erupt, easily extracting emotion, despite only using two of the song’s actual lyrics: “Hey Jude”. –Amanda Koellner


    31. “Don’t Let It Bring You Down”

    American Beauty (1999)

    Performed By: Annie Lennox

    Originally By: Neil Young

    Annie Lennox turns Neil Young’s cathartic song into a seductive slow-burn — perfect for American Beauty’s equally seductive climax during which 16-year-old Angela Hayes and 42-year-old Lester Burnham finally embrace. The down side: After watching this scene, “Don’t Let It Bring You Down” will forever remind you of Kevin Spacey committing statutory rape. –Jon Hadusek

    30. “Kids in America”

    Clueless (1995)

    Performed By: The Muffs

    Originally By: Kim Wilde

    With 1995’s Clueless, Amy Heckerling connected with a whole new generation, one that undoubtedly grew up with her previous teenage masterpiece, 1982’s Fast Times at Ridgemont High. So, in a tongue-in-cheek move, the veteran filmmaker forged a bridge between the two eras by placing The Muffs’ bratty cover of Kim Wilde’s 1981 pop hit “Kids in America” over the opening credits of her Alicia Silverstone-fronted blockbuster. It’s as if she was subtly saying, “Yes, things are louder and snootier, but it’s all just the same ol’ song and dance.” She wasn’t buggin’, and although Jennifer Jason Leigh didn’t have a computerized closet, and Judge Reinhold is no Paul Rudd, the differences between the two teen comedies often boil down to distortion. Kids grow up, become adults, have new kids, rinse and repeat. Hey, some of those kids are even named after famous singers of the past who now do infomercials! –Michael Roffman

    29. “Ladytron”

    Velvet Goldmine (1998)

    Performed By: Venus In Furs (Thom Yorke, Jonny Greenwood, David Gray, Bernard Butler, and Andy Mackay)

    Originally By: Roxy Music

    An opulent love letter to David Bowie, Brian Eno, and the entire glam era, Velvet Goldmine features too many great covers to list. But it’s hard to argue with Thom Yorke doing his best Bryan Ferry impression (half an octave below his Radiohead range) as wild ’60s sex flares up in a million colors onscreen. A gem amid a stellar soundtrack, “Ladytron” ushers Bowie analog Brian Slade into his marriage, his music career, and his lipstick-smeared legacy. –Sasha Geffen

    28. “Immigrant Song”

    Girl With the Dragon Tattoo (2011)


    Performed By: Karen O

    Originally By: Led Zeppelin

    A Hollywood remake of a Swedish film that opens with an American cover of a British song could have created a wormhole the likes of which threatened the delicate. But fortunately here, the end of the world was avoided as David Fincher’s title credit sequence for The Girl With The Dragon Tattoo simply harkens back to his early days as a music video director. Trent Reznor and Atticus Ross’s Grammy-winning score finds Karen O channeling her inner Robert Plant by wailing about Viking warriors departing the snowy Nordic terrain in search of new lands and fresh pillage. Any motion picture that centers around multiple, violent, rape sequences is not intended for the squeamish, so a kick in the teeth like this industrialized version of “Immigrant Song” is a clever way to ensure an early exit by the theatre’s more sensitive viewers. –Dan Pfleegor

    27. “Crying” (Llorando)

    Mulholland Drive (2001)

    Performed By: Rebekah Del Rio

    Originally By: Roy Orbison

    If there’s one moment that resonates in David Lynch’s notoriously obtuse Mulholland Drive, it’s the chilling scene at Club Silencio. Translated into Spanish and run through Rebekah Del Rio’s powerful pipes, the Roy Orbison classic “Crying” is almost unrecognizable, surfacing just in time to funnel the film from one nightmare into another. Lynch’s placement transforms the song from a simple lovelorn ballad to an emblem of Hollywood’s haunted underbelly—and the troubling artifice of art-making itself. “This is all…a tape-recording.” –Sasha Geffen

    26. “Angel Eyes”

    Leaving Las Vegas (1995)

    Performed By: Sting

    Originally By: Ella Fitzgerald (jazz standard)

    Laid to wax countless times since Herb Jeffries first recorded it in 1947, the jazz standard “Angel Eyes” always sways with loungy introspection, no matter who’s singing it. Sting’s version from Leaving Las Vegas is no different, but also darkens the nightclub with a more sinister arrangement made all the more sinister by the content of the film, which centers around a beaten down screenwriter embarking on a mission to drink himself to death. The drone of a cello haunts a black screen before the credits even begin. From the opening shot of a strung out Nicolas Cage overstocking his shopping cart with booze to his ultimate fate nearly two hours later, the final lyric of “excuse me while I disappear” takes on a disturbingly literal meaning. –Dan Caffrey


    25. “Emotional Rescue”

    A Bigger Splash (2016)

    Performed By: St. Vincent

    Originally By: The Rolling Stones

    Only the sultriest music need apply to a Luca Guadagnino, so it’s appropriate that Annie Clark would cover a Rolling Stones song that ends up being integral to the core of A Bigger Splash, which begins as hedonistic and sexy and ends in a fugue of violence, confusion, and broken promises. Who better to capture the virile swagger of the Stones, and update it for a new era? –Dominick Suzanne-Mayer

    24. “Dark Eyes”

    I’m Not There (2007)

    Performed By: Calexico (feat. Iron & Wine)

    Originally By: Roxy Music

    Out of the 38 Bob Dylan covers on the I’m Not There soundtrack, “Dark Eyes” stands out for its total transformation from the original. Back in ’85, Dylan included this little mystery on Empire Burlesque, his album with all that glossy ’80s production. But “Dark Eyes” is all acoustic guitar and harmonica, sitting in the last spot on the album, just asking to get swept under the rug. Fortunately, Tuscon’s eclectic Americana makers, Calexico, support Iron & Wine to create a unique and (frighteningly) entrancing version. It’s uncommon to out-do Dylan, but these boys manage to bring forth the romance and beauty and feelings that got misplaced under the production of the original Empire Burlesque version.  –Erin Manning

    23. “Nature Boy”

    Moulin Rouge! (2001)

    Performed By: David Bowie and Massive Attack

    Originally By: Nat King Cole (jazz standard)

    Originally an enchanting jazz standard made famous by Nat King Cole in 1948, “Nature Boy” was rearranged by David Bowie into a sweeping, spectral opening number for Moulin Rouge, which was later remixed by Massive Attack for soundtrack inclusion as well. Bowie croons as profoundly as Cole on his version, but opts for a more suspenseful approach, howling, “The greatest thing you’ll ever learn is just to love, and be loved in return.” But John Leguizamo sings it in the movie (as little Toulousse L’autrec), amidst Montmartre derelicts and a deteriorating Absinthe advertisement, giving viewers a glimpse of the doomed romances and emotional torture to come. Massive Attack’s remix of Bowie’s version is the perfect follow-up to such a dismal scene, with its industrial guitar drones and atmospheric swells. Bowie’s intro and Massive Attack’s outro allows “Nature Boy” not only to set the stage, but also re-emphasize the underlying theme of Moulin Rouge. –Erin Manning

    22. “Road Runner”

    Not Fade Away (2012)


    Performed By: The Sex Pistols

    Originally By:  Bo Diddly

    The quiet ’60s milieu of David Chase’s cinematic debut was divisive enough without the film’s final scene, which involved a secondary character walking on camera and breaking the fourth wall before Go-Go dancing to the Sex Pistols’ incoherent cover of Road Runner, Bo Diddley’s ode to fast love. The sloppy chords barely hold together and Johnny Rotten forgets 75% of the words –something he isn’t shy about admitting on the recording. But the distance between the two versions drives home the film’s theme of how rock ‘n’ roll (and pretty much everything else for that matter) rapidly changes from generation to generation while somehow always saying the same. –Dan Caffrey

    21. “Number of the Beast”

    Spun (2002)

    Performed By: Matt Sweeney (Djali Zwan)

    Originally By:  Iron Maiden

    The most shocking thing Jonas Akerlund achieved in his 2002 film Spun, was proof that “Number of the Beast” could have been a great Eagles song. Without the black cloaks and grandfather clocks, we’re at Hotel California – for real. During the opening credits, Jason Schwartzman, whose drug name is “Spider Mike”, drives his rusty Volvo through a shit hole desert town. The doubtfully sung phrase “I have the power to make my evil take its course” stands out just as the ill-fated methamphetamine dealer parks outside of a dilapidated motel. “You may check-in, but you may never leave”. This acoustic version of Iron Maiden’s metal anthem highlights the desperation at play. The film’s version, by Djali Zwan, is acoustic, comprehensible, and less camp. The doom fantasy of white-haired skeletons dangling Satan figurines is replaced with actual foreboding of death. This is just the kind of coy reversal one would expect from the film’s arranger, Billy Corgan. The frontman-in-a-cage has always had a knack for dark comedy. –Sarah Grant


    20. “My Funny Valentine”

    Waiting To Exhale (1995)

    Performed By: Chaka Kahn

    Originally By: Jazz standard

    Waiting To Exhale can get pretty soapy, but those oh-so-timeless themes of love, pain, loss, and courage among group of strong-ass of women manage to keep the thing afloat. In reality, it’s one of those films that’s now overshadowed by its remarkable soundtrack. It features almost every major female R&B singer of the ’90s Whitney Houston, TLC, Brandy, SWV, Toni Braxton singing songs written and produced by Babyface … except one. Chaka Kahn’s version of “My Funny Valentine” reaffirms her as the godmother of the young titans on the rest of the soundtrack. Countless renditions have been made of the jazz standard, but Kahn’s Cristal and candles version turns a song about loving a buck-ugly guy into baby-making music. –Jeremy D. Larson

    19. “Dead Souls”

    The Crow (1994)

    Performed By: Nine Inch Nails

    Originally By:  Joy Division

    Nobody should ever cover Joy Division, simply because few voices can mirror the tone that the late Ian Curtis exhibited; it’s a specific authority over fatigue, distress, and absolution. But that’s exactly what has always separated the Nine Inch Nails frontman from his surrounding peers, and for his take on the JD classic, Trent Reznor kicked up the distortion, amplified the bass, and turned a bleak rumination into a blockbuster anthem. It’s not the best song on the landmark soundtrack to 1994’s The Crow — that honor goes to The Cure’s heartfelt “Burn” — but it’s the most enduring one of them all. –Michael Roffman

    18. “Everybody Needs Somebody to Love”

    The Blues Brothers (1980)

    Performed By: The Blues Brothers

    Originally By: Solomon Burke

    With Illinois’ finest waiting in the audience to cuff ‘em, The Blues Brothers – Jake (John Belushi) and Elwood (Dan Aykroyd) – have one chance to win over the Palace Hotel Ballroom crowd and save the orphanage. It’s this swinging, uptempo rendition of one of Solomon Burke’s most lasting numbers that helps them land a contract with one of the biggest record companies on the eastern seaboard. Belushi’s voice was never anything to write home about, but he belts out the vocals and flips about stage as the sort of charismatic frontman he’d really always been. Akroyd delivers the straight-man routine as only he can, complete with a fast-talking intro that hearkens to the original, and unleashes harmonica skills that warrant keeping his instrument in a handcuffed briefcase. Bigger than the original in every way, the song was released as a U.K. single in 1989, peaking at No. 12; in contrast, Burke’s own rendition only hit No. 58 in the US. Of course, he wasn’t on a mission from God. –Ben Kaye

    17. “A Fifth of Beethoven”

    Saturday Night Fever (1977)


    Performed By: Walter Murphy

    Originally By:  Ludwig Van Beethoven

    It’s easy to get lost in The Bee Gees’ many soul-searching, feet-tapping numbers behind Saturday Night Fever, though none are more adventurous than Walter Murphy’s sweaty disco instrumental, “A 5th of Beethoven”. At the insistence of his record company, the track was credited to The Big Apple Band, but Murphy’s responsible for every layer of instrumentation here — and there’s a ton. Most notably is the foggy, squonking organ notes that strut underneath Beethoven’s thunderous strings. It was a juggernaut hit in the Seventies, and it remains a go-to classic today. Though, to be fair, it’s impossible to listen to without mirroring Travolta’s trademark dance moves. –Michael Roffman

    16. “I’m Not There”

    I’m Not There (2007)

    Performed By: Sonic Youth

    Originally By: Bob Dylan

    Is there no modern band more suited to personifying the schizophrenic, refracted multiple personalities attributed to Bob Dylan in I’m Not There? Like the film’s collapsing singularity of Dylan proxies, Sonic Youth too has rotated around identifiable characteristics while toying with all of the logical extremes of those characteristics. Which, strangely, makes it wholly appropriate that they decided on a rather straight-forward cover of the song that gave the film its name. The move implies, whether Thurston Moore & co. or Bob Dylan, that you are who you are, and there’s a community to be created in accepting that. For all the angles from which you could view Dylan or Sonic Youth, it’s the face-to-face view presented in their simple, honorable cover of “I’m Not There” that is the most attractive. –Chris Bosman

    15. “Wish You Were Here”

    Lords of Dogtown (2005)

    Performed By: Sparklehorse

    Originally By: Pink Floyd

    Prior to his 2010 suicide, Mark Linkous’ indie outfit Sparklehorse garnered its volley of supporters and admirers — from film auteur David Lynch to beat songwriter Tom Waits. For their 1998 cover of Pink Floyd’s “Wish You Were Here”, however, Linkous nabbed fellow friend and past tour-mate Thom Yorke, who appropriately handled the tragic piece of music. The thick low-end of strings and piano torment the heart as Linkous channels a whiplashed Roger Waters. Later used in Catherine Hardwicke’s Lords of Dogtown, the patchy film adaptation of the much better Dogtown and Z-Boys, the funereal cover in hindsight feels more like a tribute to the film’s late Heath Ledger rather than a mood piece for skateboarders. So, yeah, it’s a depressing seven minutes. –Michael Roffman

    14. “Everybody’s Got to Learn Sometime”

    Eternal Sunshine of the Spotless Mind (2004)


    Performed By: Beck

    Originally By: The Korgis

    Britpop has a knack for transforming loneliness into solid tunes you can hum along with, and The Korgis’ hit “Everybody’s Gotta Learn Sometime” does just that. Beck chillingly covered the single for Eternal Sunshine of the Spotless Mind, in a particularly wrenching scene where Jim Carrey stumbles quiet and alone along a snow-covered beach. Hearkening a lover to “change your heart/ look around you”, Beck’s busted howl makes for a sparse cover of The Korgis’ synthy original. With orchestral arrangements, an acoustic frame, and a traditional experimental bridge, Beck’s cover tears at the emotional strings Eternal Sunshine presents — loss and being quietly caught in a love that’s doomed to fail. –Paula Mejia

    13. “March from A Clockwork Orange”

    A Clockwork Orange (1971)

    Performed By: Wendy Carlos

    Originally By: Ludwig Van Beethoven

    You know a bad man when he’s on a first name basis with “the old Ludwig van.” Film’s favorite teenage totalitarian, Alex, from Stanley Kubrick’s 1971 film A Clockwork Orange was obsessed with Beethoven’s Ninth Symphony. After a night of a bit of the old “ultra violence”, Alex and his pet boa constrictor settled in for some “gorgeosity made flesh”. Beethoven’s Ninth conjured violent visions from the troubled imagination (a woman hanged, bombs exploding). Composer Wendy Carlos was similarly enduring turbulence in her private life, as she underwent sexual reassignment treatment around the same time the film was being made. Her experimental rendition of Beethoven’s Ninth utilized a prototype of the vocoder called a “spectrum follower”. The device allowed a variety of instrumental sounds to be layered on top of one other. Carlos manipulated them to sound like actual human voices, feeling that the robotic simulation of Beethoven’s chorale finale paralleled the end of the film, when Alex’s proclivity for music is systematically wiped away with his humanity. –Sarah Grant


    12. “Nowhere Man”

    I Am Sam (2001)


    Performed By: Paul Westerberg

    Originally By: The Beatles

    A post-Replacements Paul Westerberg seems the logical choice for this barely-there, ruminating commission. He vanished after his critical and commercial solo flops in the ‘90s, but needed something to keep him afloat. Westerberg once said he saw more money from this one song than from the entire Replacements Twin/Tone catalog. “Nowhere Man” likely reached more people as well, appearing in the Oscar-winning film at the behest of Sean Penn, just months before Westerberg’s first album in three years dropped on the then pop-punk soaked Vagrant Records. Stripping the towering harmonies of the Beatles’ original highlights the isolationist tack of the lyrics, while trilled flutes, a bright trumpet, and slow strings deep in the mix put Westerberg straight up front, sounding weary, ravaged by cigar smoke, and aching for his next act — comeback. –Dale Eisinger

    11. “Hallelujah”

    Shrek (2001)

    Performed By: Rufus Wainwright

    Originally By: Leonard Cohen

    Long before Shrek became an endless fount of the dankest imaginable memes, it was a massive animated hit that saw Rufus Wainwright reinvent Leonard Cohen’s ballad as a sorrowful ode to the loss of an ogress. It’s strange to think that an early-aughts Dreamworks vehicle for Mike Myers ended up reinventing a classic and determining what would become the definitive version of “Hallelujah,” but we’re in a mad, beautiful world, people. Say it with us: Shrek is love. Shrek is life. –Dominick Suzanne-Mayer

    10. “Rebel Rebel”

    The Life Aquatic with Steve Zissou (2004)

    Performed By: Seu Jorge

    Originally By: David Bowie

    Wes Anderson is known almost as well for his Helvetica-imprinted film style as he is for curating careful playlists of dusty favorites, from Creation to The Velvet Underground. In The Life Aquatic with Steve Zissou, Anderson enlisted Seu Jorge to reimagine a host of David Bowie hits, including “Life on Mars” and the lovely “Rebel Rebel”, sung entirely in Portuguese. The plucks and hums sharply detour from the rock-steady Bowie original, but entirely fitting for the sun-drenched and strange journey of Steve, Team Zissou, and, of course, the interns. –Paula Mejia

    09. “Mad World”

    Donnie Darko (2001)

    Performed By: Gary Jules & Michael Andrews

    Originally By: Tears For Fears

    For all the world cares, Gary Jules has no other song than his cover of Tears for Fears’ “Mad World”. Which is just as well, because for all the world cares, Richard Kelly should have no other film than Donnie Darko. This is how the two — Kelly’s pulsing, twisting, pseudo-horrific and pseudo-scientific world of teen angst, and Jules’ gasping, desperate, proto-xx take on a track from an ’80s stalwart– remain connected. Not only do their aesthetics match along a variety of categories (dark, brooding, happy-being-sad, accidentally profound), but so does their respective relationships to their creator. “Mad World” and Darko endure as a pair of identical ghostly lighthouses, guiding ships of teen angst and stoned college philosophy to shore, and serving as signposts that remind us with brutal, cutting detail of the feelings to which we once clung. –Chris Bosman

    08. “Hard Sun”

    Into The Wild (2007)

    Performed By: Eddie Vedder & Corin Tucker

    Originally By: Indio

    Reclusive Canadian folkie Indio (a.k.a. Gordon Peterson) sued Eddie Vedder for his cover of “Hard Sun” for “altering key lyrics” and “erod[ing] the integrity of the composition”. A judge threw out the lawsuit, and it’s easy to see why. Aside from changing a handful of words in one couplet, Vedder’s version sounds almost exactly the same as Peterson’s: the tribal thump, the ascending strums, the earnest, rasp-tinged bellow. But the one key difference is an added backing harmony from Sleater-Kinney’s Corin Tucker. Her muscular vibrato strengthens the celestial nature of the song, lifting the audience and the spirit of Christopher McCandless out of the broken down bus at the end of Into The Wild – through the window, above the Alaskan pines, and onto somewhere greater. –Dan Caffrey

    07. “Hazy Shade Of Winter”

    Less Than Zero (1987)


    Performed By: The Bangles

    Originally By: Simon & Garfunkel

    Shades, fluffy hair, neon-lit pools, and Andrew McCarthy — Less Than Zero. In his polarizing faux autobiography-turned-psychedelic-thriller, Lunar Park, author Bret Easton Ellis expresses mild disgust at the 1987 film adaptation of his debut novel, which he catches late one night on cable. Spoiler: He comes around to actually enjoy it. That’s the strength of Marek Kanievska’s flashy film; what comes off as pop trash actually holds an implicit weight of emotional depth. The same could be said for its spearheading theme, The Bangles’ take on Simon and Garfunkel’s “Hazy Shade of Winter”. On the surface, the Rick Rubin-produced cover stinks of an obvious ’80s aping of a classic ’60s tune, with emotions pasteurized for flash and pizzaz. But that goddamn guitar riff, triple-layered cake of harmonies, and pinball percussion screams, “Disappear here.” –Michael Roffman

    06. “Song to the Siren”

    Lost Highway

    Performed By: This Mortal Coil (Elizabeth Fraser & Robin Guthrie of Cocteau Twins)

    Originally By: Tim Buckley

    “Song to the Siren” is as complex to unravel metaphorically as it is historically, and this cover of Tim Buckley’s best shined a light brighter on the late singer than even his son, Jeff, could. Scrapped from Buckley’s repertoire for a single lyric he didn’t even write, butchered by Pat Boone, and destined for the dustbin, 4AD head Ivo Watts-Russell pulled the song for a B-side to the debut This Mortal Coil single (it quickly became the A). “Song To The Siren” saw the Cocteau Twins’ Elizabeth Fraser and Robin Guthrie together for what became one of the most stirring tracks of the decade. Beyond the dream language and oddity of the movie’s modulated, sped-up-version, Lynch appears to put his faith in the push-pull relationship of the lyric. He tips his hand overwhelmingly to the theme of femme fatale—this song helps us understand the, at times, senseless Lost Highway as much as the images it scores. –Dale Eisinger

    05. “One”

    Magnolia (1999)

    Performed By: Aimee Mann

    Originally By: Harry Nilsson

    They may not know it, but any director trying to depict loneliness onscreen owes a great deal to Harry Nilsson. Despite its sunny disposition, his signature cover of Fred Neil’s “Everybody’s Talkin'” served as the theme to Midnight Cowboy, and 30 years later, Aimee Mann somehow made his song “One” sound even emptier and more sterile than the Three Dog Night version that came before it. Mann raises the pitch of the opening organ plunks, keeps more space between the instrumentation, and, in a stroke of reverential genius, borrows lyrics from another Nilsson tune, “Together”, for the monotonal backing vocals at the end. “One” and Magnolia are tapestries of isolation, the song being the perfect introduction to a film about San Fernando Valley residents connected by their solitude. –Dan Caffrey

    04. “Thirteen”

    Thumbsucker (2005)


    Performed By: Elliott Smith

    Originally By: Big Star

    Somehow, Elliott Smith takes a song — Big Star’s “Thirteen” — that has been covered relentlessly since its 1972 release and is already treasured as a paradigm for young romance, and creates a version that words like “haunting” and “intimate” fall glaringly short of fully describing. Smith recorded the song for the film Thumbsucker, a mid-2000’s indie-drama that now is the equivalent of a deep cut from that cinematic period, and it was meant to be part of a soundtrack of cover songs performed by the musician. The project was unfinished at the time of Smith’s death, only “Thirteen” and an (also great) version of Cat Stevens’ “Trouble” to show. Had the project seen its end, we might have had to make a bigger list. But, a cleaner, studio version of “Thirteen” couldn’t have matched the effect of Smith’s voice dominating the spare guitar picks in a clearly one-take recording. Similar to Smith’s legacy, the imperfection is integral to what makes the song lovable. Still, “Thirteen” serves as a reminder of the limits that language faces in describing the human condition, and that we are lucky to have had people like Alex Chilton and Elliott Smith create art that does some justice to the joy and pain of being alive. –Philip Cosores

    03. “Girl You’ll Be A Woman Soon”

    Pulp Fiction (1994)

    Performed By: Urge Overkill

    Originally By: Neil Diamond

    It’s strange thinking back to an era when a legal adult waxing romantic over a pre-pubescent girl was considered not just acceptable, but worthy of climbing to the  No. 10 spot of the Billboard Top 200 list. Neil Diamond, the man, the myth, the avid Vladimir Nabokov reader, accomplished this Lolita-loving feat in 1967. But the song’s themes of forbidden romance and coming of age fit well within the 1994 Quentin Tarantino universe. One of Pulp Fiction’s most impactful vignettes finds Urge Overkill crooning this titillating diddy in the background as John Travolta and Uma Thurman wind down a night of dangerous flirtations and playful coy exchanges. The scene culminates with Travolta alone in front a bathroom mirror preparing himself to endure the wily charms of a femme fatale, while the vivacious Thurman, alone and kittenish, overdoses after mistaking a baggie of high-grade heroin for a bit of the devil’s dandruff. The duo’s on-screen liaison is off-limits and immodest but like the song’s protagonist and the object of his affection, the characters are left in waiting, never once getting a chance to cross the line, even after snorting a few. –Dan Pfleegor

    02. “Across the Universe”

    Pleasantville (1998)

    Performed By: Fiona Apple

    Originally By: The Beatles

    If you’re going to cover The Beatles, you need an edge. That’s never been a problem for Fiona Apple. From the very beginning, the singer-songwriter has been an inimitable force, jockeying around emotions with the naturalism of a boxer on the ropes. You never take a single word of hers for granted, namely because she never minces them. Every line, every pause, and every drag of hers tells a dozen stories, and that nuance is what makes “Across the Universe” so goddamn effective. It also helps, perhaps, that Pleasantville director Gary Ross plasters the song over the most poignant moment of his underrated drama. As characters say goodbye — to their would-be friends, would-be family, would-be town, and would-be ideals — Apple’s dreamy vocals embellish the scenery, adding one last color to a place that was so restrained by its own sterility. “Nothing’s gonna change my world,” she coos, a brilliant lyrical juxtaposition that adds so much depth to the film’s illustrated ending. Say, who did the original again?  –Michael Roffman

    01. “I Will Always Love You”

    The Bodyguard (1992)


    Performed By: Whitney Houston

    Originally By: Dolly Parton

    The final scene in The Bodyguard is real clunky. Whitney Houston saying goodbye to Kevin Costner outside of her plane plays out as this vague homage to Casablanca, which is especially underwhelming after an unfortunately tone-deaf movie. But just as Costner gives Houston the final goodbye, we hear Houston’s voice creep in on the soundtrack with that little whisper: “If I should stay/ I would only be in the way.” It’s no “Maybe not today, maybe not tomorrow, but soon and for the rest of your life,” but the a capella intro is still guaranteed to turn heads today.

    Perhaps even more today in the song’s twilight years, looking back at its 12 million records sold, after the requisite parodies have been forgotten, is there a song that can silence a room quite like “I Will Always Love You”. Houston’s unbelievable grip on her voice takes the 1974 version from Dolly Parton to an entire new dimension, aided in large part by That Key Change. But next time you spin it, listen to Houston define perfection; listen to how each chorus has a slightly different phrasing, building to the final one; listen to the control she has when she does those little flips in the third verse.

    It’s the “Stairway to Heaven” of pop songs: If you give it enough time between listens, it’ll hit you center mass. Like Jimi did to Bob, so too did Whitney do to Dolly — it’s Houston’s song now, and “I Will Always Love You” will be the one and only thing The Bodyguard will be remembered for.  –Jeremy D. Larson