"Maleficent: Mistress of Evil" Soundtrack Lyrics

"Maleficent: Mistress of Evil (Original Motion Picture Soundtrack)" – Album Guide to Tracks and Key Scenes

Overview

What does a sequel score do when the first film already has a near-classic soundtrack? Maleficent: Mistress of Evil (Original Motion Picture Soundtrack) answers by doubling down on theme density and worldbuilding. Geoff Zanelli inherits James Newton Howard’s musical universe and then stretches it over a bigger canvas: new kingdoms, a hidden race of Dark Fey, and a full-on war between iron and magic.

The album runs just over 70 minutes and is mostly orchestral score, with Bebe Rexha’s empowerment anthem “You Can’t Stop the Girl” closing the program. Zanelli brings back key motifs from Howard’s 2014 score — Maleficent’s four-note idea, the curse material, Aurora’s lyrical theme — but adds at least half a dozen new identities: the Dark Fey, Queen Ingrith, Ulstead’s militaristic machine, plus several action and suspense cells that glue set-pieces together. The result is a score that feels immediately familiar if you know the first film, yet clearly belongs to a more aggressive, political story.

In the film, the music has to juggle intimate mother–daughter scenes and large-scale siege warfare. It does this by leaning on strong thematic shapes rather than wallpaper texture. “Mistress of Evil” and “All He Wanted Was Peace” handle the courtly intrigue between Ulstead and the Moors; “We’re Dark Fey” and “The Dance of the Fey” build a sonic identity for Maleficent’s people; “Your Majesty, They’re Coming from the Sea” and “Protecting Our Kind” take over once the conflict erupts into an all-out assault on the castle. The score shifts from sly comedy to horror-tinged suspense to sweeping tragedy without losing its core vocabulary.

Stylistically, this is big-budget symphonic fantasy with some pointed twists. The base is a 108-piece orchestra recorded at Abbey Road, with choir used as colour rather than constant blast. For the Dark Fey, Zanelli layers in non-Western woodwinds, plucked strings and an armory of drums, avoiding metallic percussion to underline their vulnerability to iron. Queen Ingrith’s material, in contrast, leans on dulcimer and hard, metallic attacks. The pop single stands apart — glossy, contemporary, beat-driven — but its orchestral film mix helps it sit next to the score rather than feeling bolted on.

How It Was Made

Disney brought Geoff Zanelli onto Mistress of Evil in May 2019, reuniting him with director Joachim Rønning after Pirates of the Caribbean: Dead Men Tell No Tales. He replaced James Newton Howard but was explicitly asked to keep the musical continuity of the world while expanding it for a story that is “larger, darker and about a clash of cultures as much as a family feud.” Zanelli and Rønning agreed early that the score should stay orchestral and thematic, in the lineage of classic Disney fantasy scores rather than hybrid, heavily electronic sound design.

Recording took place at Abbey Road Studios in London with a 108-piece orchestra and choir. Zanelli deliberately separated the sonic identities of the factions: Ulstead gets bright brass, metallic percussion and dulcimer, while the Dark Fey are scored with indigenous instruments and a huge battery of around 80 different drums. He avoided metal in their cues entirely, a conceptual rule tied to the lore that iron kills their kind. For Maleficent herself he reused Howard’s four-note idea but reshaped it, sometimes folding it into march-like material, sometimes stretching it into something more reflective.

The album, produced by Zanelli and released by Walt Disney Records on 18 October 2019, includes 22 score tracks plus the film mix of “You Can’t Stop the Girl”. The score covers about 69 of the roughly 105 minutes of music written for the film, so some cues — including parts of the Ulstead banquet and finale — exist only in the movie. The song arrived earlier as a standalone single, then dropped into the end credits with an added orchestral and choral layer arranged to match the film’s sound world.

Tracks & Scenes

Here are the key cues and how they line up with the story, plus the major song and some notable trailer-only music.

"Mistress of Evil" — Geoff Zanelli
Where it plays: The cue opens the album as a compact suite and reappears over parts of the end titles. In the film, its material is associated with Maleficent’s public image — the way Ulstead’s court sees her as a threat. You hear it over logo and prologue material and again as the credits weave in thematic recaps.
Why it matters: This is the sequel’s mission statement. It binds Howard’s old motifs to Zanelli’s new ones, sketching Maleficent, Aurora, Ingrith and the Dark Fey within a minute and a half, so the later score feels like variations on an idea, not a random collection of cues.

"Poachers on the Moors" — Geoff Zanelli
Where it plays: Early in the film, during the night-time sequence where human poachers sneak into the Moors to capture tiny fairies and sell their wings. The cue follows the stealthy approach through reeds, the sudden intervention of Maleficent, and the panicked retreat of the surviving man toward Ulstead’s border.
Why it matters: This scene sets up the propaganda war against the Moors, and the music carefully balances horror and sympathy. Low strings and dulcimer trace the human greed, while the Dark Fey percussion hints that someone else — not the poachers — will eventually pay for this incursion.

"What Is Going on Here?" — Geoff Zanelli
Where it plays: Around the engagement reveal and Maleficent’s initial attempts to process Aurora’s news. We move from the quiet intimacy of Aurora accepting Phillip’s proposal to Maleficent trying, and failing, to look pleased. The cue continues into preparations for dinner at Ulstead, with Diaval stuck in the middle.
Why it matters: Zanelli uses this as a playful character piece. Aurora’s theme blossoms in bright strings, then keeps tripping over little comic figures as the adults realise what the marriage implies politically. It is one of the few places where the score can breathe and be genuinely light.

"Etiquette Lessons" — Geoff Zanelli
Where it plays: The comic run-up to the castle dinner: Aurora and Diaval attempt to train Maleficent to smile, make small talk and avoid threatening the in-laws. She practises fake greetings, rehearses her “I’m happy for you” lines, and then lets her mask slip as soon as they look away.
Why it matters: Musically this is a cousin to the Tinker Bell scores: fast, sparkling woodwinds and strings, with Maleficent’s four-note pattern smuggled in as a joke whenever she forces a grin. It humanises her before the film throws her into a much harsher situation.

"Ulstead" — Geoff Zanelli
Where it plays: The sequence where Maleficent, Aurora and Diaval travel to Prince Phillip’s homeland and see Ulstead’s imposing stone castle for the first time. The cue covers the arrival at the harbour, the long walk through courtyards and the first glimpses of Queen Ingrith’s carefully staged hospitality.
Why it matters: This is the musical signature of Ulstead: bright, slightly cold harmonies, with metallic percussion and dulcimer giving the place a hard, industrial sheen. Underneath, Zanelli threads fragments of Howard’s curse motif, telegraphing that something under all this pageantry is deeply wrong.

"All He Wanted Was Peace" — Geoff Zanelli
Where it plays: After the disastrous dinner, when King John collapses, Ingrith blames Maleficent and Aurora chooses to stay in Ulstead. The cue travels through hospital-chamber whispers, Ingrith’s private scheming and Aurora’s attempt to believe that the marriage can still bring peace.
Why it matters: The title quotes the king, but the music belongs to the women. Ingrith’s theme wraps itself around the old curse material, while Aurora’s motif tries to assert itself and repeatedly loses ground. It’s a good example of the score using thematic counterpoint to show who is really in control.

"We’re Dark Fey" — Geoff Zanelli
Where it plays: After Maleficent is shot with an iron bullet and falls into the sea, she’s rescued and wakes up in the hidden mountain sanctuary of the Dark Fey. The cue runs over wide shots of the cavern, the realisation that there are dozens of winged beings like her, and Conall and Borra explaining their history.
Why it matters: This is the anthem for Maleficent’s people. Tribal drums and exotic winds replace the usual orchestral shimmer. The melody is noble but uneasy, reflecting a culture that has survived persecution but hasn’t yet agreed on peace versus revenge.

"Pinto's Recon Mission" — Geoff Zanelli
Where it plays: A lighter reconnaissance sequence in the middle of the film, when the tiny hedgehog-like creature Pinto sneaks into Ulstead to gather intelligence. He scurries through corridors, dodges guards and overhears hints of Ingrith’s plan to massacre the Moors’ guests at the wedding.
Why it matters: It’s a short track, but it shows how the score can pivot from heavy themes to pure sneak-and-scamper fun without losing its identity. The rhythmic motif that later drives the battle cues appears here in miniature.

"It Is Love That Will Heal You" — Geoff Zanelli
Where it plays: Conversations about what kind of future is possible. Conall tries to convince Maleficent that love, not war, will heal the rift between humans and Dark Fey; Aurora clings to the idea that her wedding can bridge both worlds.
Why it matters: This is the score’s moral thesis, in musical form. Aurora’s theme and the Dark Fey melody intertwine over restrained strings, hinting at a peace that the film deliberately puts off until after painful losses.

"The Dance of the Fey" — Geoff Zanelli
Where it plays: A mid-film ritual in the Dark Fey refuge. Maleficent watches other winged fey swoop, dive and play in the updrafts while drums mark out a communal pattern. For a moment, she sees what a home among her own people could look like.
Why it matters: The cue gives the Dark Fey theme a celebratory arrangement — less warlike, more communal. It’s the positive counterweight to their later slaughter in the skies above Ulstead.

"Back to the Moors" — Geoff Zanelli
Where it plays: As forces start to move toward the inevitable confrontation. Aurora realises Ingrith’s intentions and tries to warn her people; the Dark Fey prepare for battle; Maleficent is pulled between her loyalty to the Moors and the new tribe she has discovered.
Why it matters: The track knits together several ideas — Moors pastoral material, Dark Fey percussion, Ingrith’s sharper accents — to show that all the story threads are converging on the same battlefield.

"Our Fight Begins Now!" — Geoff Zanelli
Where it plays: When Borra rallies the Dark Fey to attack Ulstead’s fortress before Ingrith can finish her genocide. Wings unfurl, horns sound, and the flock peels off toward the castle in a sweeping aerial formation.
Why it matters: This is the war-music switch. The Dark Fey theme grows teeth, backed by massive drums. It captures the terrible excitement of a people finally refusing to run — and the risk that they’re flying into a trap.

"Your Majesty, They're Coming from the Sea" — Geoff Zanelli
Where it plays: In Ulstead, as scouts report the incoming Dark Fey and the queen moves her troops and secret weapons into position. Soldiers scramble along the castle walls, anti-air ballistas are loaded, and Lickspittle’s deadly crimson powder is brought to the chapel.
Why it matters: This is pure siege suspense. Metallic percussion and dulcimer hammer home how industrial Ulstead’s war machine is, in contrast to the organic wing beats you heard in the Dark Fey cues.

"Protecting Our Kind" — Geoff Zanelli
Where it plays: During the main assault on the castle, cutting between the Dark Fey being mowed down in the air, Maleficent trying to break the defenses, and the massacre in the chapel as the crimson powder is unleashed on trapped fairies. Flittle’s sacrifice to block the organ happens under this umbrella.
Why it matters: Zanelli layers tragedy over action: choral lines and harmonies keep reminding you that this is an attempted extermination, not a faceless battle. The track title is literal — everyone in this sequence is fighting to protect someone.

"Maleficent Returns" — Geoff Zanelli
Where it plays: After Maleficent has apparently died and then resurrected in Phoenix form. She erupts back into the battle, scattering Ulstead’s forces, turning the tide for the Dark Fey, and homing in on Ingrith.
Why it matters: The old Maleficent “evil” motif returns in full battle mode, now repurposed for righteous fury. It’s one of the score’s big cathartic payoffs — a villain motif rebranded as the sound of a godmother finally done with restraint.

"The Phoenix" — Geoff Zanelli
Where it plays: The transformation sequence itself and the emotional fallout. Aurora’s tears revive Maleficent, who rises as a blazing phoenix, saves Aurora from falling, and chooses mercy instead of outright execution for Ingrith.
Why it matters: Reviewers often single this cue out as a highlight. The four-note Maleficent idea is stretched into a soaring, almost religious statement, with choir supporting a sense of rebirth rather than dread.

"Time to Come Home" — Geoff Zanelli
Where it plays: The epilogue and rolling end credits. Aurora and Phillip’s wedding, the peace between Ulstead and the Moors, Maleficent’s decision to fly off with the Dark Fey while promising to return for a future christening — all of this sits inside this long, reflective cue before the pop song takes over.
Why it matters: It’s the real finale of the score: a summing-up that lets all the main themes resolve in something like equilibrium. If you want a single track that feels like “the whole film in miniature”, this is it.

"You Can’t Stop the Girl" — Bebe Rexha
Where it plays: End credits and marketing. The film mix plays after the score in the closing scroll; an edited version features in promotional spots. The music video, separate from the film, puts Rexha and a group of runners into a loose visual metaphor for resilience.
Why it matters: The song reframes the story into an overt empowerment anthem: lyrics about silencing, resistance and truth mirror Maleficent and Aurora’s arcs. Zanelli’s orchestral overdubs in the film mix keep it connected to the score’s sonic world.

Trailer and promo music
Where it plays: The first teaser famously uses a dark, trailerised cover of Donovan’s “Season of the Witch” rather than anything from the score, while later marketing leans on “Darkness” by XVI feat. Haunts and additional library cues. These pieces back the aggressive, horror-leaning cut of the marketing.
Why it matters: None of this material appears on the official album, but it helped define the public image of the sequel as darker, witchier and more confrontational than the relatively intimate first film.

Notes & Trivia

• The soundtrack album contains 23 tracks: 22 pieces of score plus the film mix of “You Can’t Stop the Girl”.
• Zanelli recorded with a 108-piece orchestra at Abbey Road, mirroring the large-scale, old-school approach of the first Maleficent score.
• He reuses multiple James Newton Howard themes from the 2014 film but reassigns them — the old curse motif becomes part of Queen Ingrith’s musical identity, for example.
• The Dark Fey music uses tribal drums and non-orchestral winds; Zanelli avoided metallic instruments in those cues to respect the characters’ vulnerability to iron.
• “Hello, Beastie!” is a sly nod to the line from Pirates of the Caribbean, another franchise Zanelli has scored.
• The album was released digitally only by Disney; collectors still complain about the lack of a lossless, physical edition.
• “You Can’t Stop the Girl” credits the writers of Harvey Danger’s “Flagpole Sitta” because of melodic overlap in the chorus.
• Several substantial cues from the Ulstead banquet and the final battle remain unreleased in full, existing only in the film mix.

Music–Story Links

The sequel’s story is about perspective: who gets to define “evil”. The score picks that up by letting the same four-note Maleficent cell mean different things depending on who is listening. In Ulstead material it behaves like a menace tag, folded into Ingrith’s schemes. Among the Dark Fey, the same idea turns up in noble, hymn-like brass, as if reclaiming her image for her own people.

Zanelli also tightens the relationship between the old curse motif and the new queen. When John collapses at the dinner, the harmony and choral writing echo the original christening cue from the first film, nudging the audience toward the wrong conclusion that Maleficent is responsible. Later, as Ingrith’s genocidal intent is revealed, that same material shifts onto her theme, showing who the true “mistress of evil” is without any character needing to explain it.

Aurora’s music bridges worlds. Her theme leans more toward the first film’s lyrical style, and Zanelli often writes it in cleaner, less harmonically twisted lines. When she moves through Ulstead trying to soften its edges, you hear her melody over the harsher metallic timbres. In scenes where she returns to the Moors or connects with Maleficent, the same tune is supported by harps, choir and woodwinds, implying that she is one person everywhere — it’s the environment that changes.

The Dark Fey material tells its own little story across the album: introduction and awe in “We’re Dark Fey”, communal life in “The Dance of the Fey”, mobilisation in “Our Fight Begins Now!”, devastation in “Protecting Our Kind”, and survival in “Time to Come Home”. If you listen in sequence, you can follow their arc even without the film.

Reception & Quotes

Among soundtrack reviewers, Maleficent: Mistress of Evil was generally praised as a smart continuation of the musical world James Newton Howard built, with some going as far as calling it an improvement in consistency and thematic development. Critics highlighted the Dark Fey material, the clever use of the old curse motif for Queen Ingrith, and the sheer amount of melodic content in a modern fantasy score.

Filmtracks, Movie Wave, MovieMusicUK and Soundtrack World all noted how closely Zanelli channels Howard’s style while adding his own colours. Some reviewers regretted missing cues on the album and the lack of a CD release, but very few had complaints about the music itself. The score performed respectably on digital soundtrack charts in the US and UK.

“A melodically complex and satisfying tapestry… smart, cohesive, and accomplished from start to end.”
Filmtracks review

“Zanelli has done an impressive job reworking Howard’s music and adding a few new colours of his own.”
Movie Wave review

“Existing themes are integrated very well, and his new material is wonderful to listen to as well.”
Soundtrack World review

“Once Howard wasn’t re-signed, this was the best result fans could have hoped for.”
Summary of critical consensus

Interesting Facts

• The soundtrack album clocks in at about 1:11:57 — almost the same length as the first Maleficent album despite a shorter album selection from the film’s full score.
• Zanelli reportedly wrote more than 100 minutes of music; only about two-thirds appears on the Walt Disney Records release.
• Dark Fey cues were built with around 80 different drums to match the visual emphasis on wingbeats and aerial combat.
• The dulcimer that colours Ulstead’s theme is mixed quite prominently; some reviewers joked you could “hear the iron” in its timbre.
• Because Maleficent is allergic to iron, Zanelli’s choice to ban metal from Dark Fey cues is one of the more literal examples of worldbuilding through orchestration.
• There is an “official soundtrack” playlist on streaming services that mixes score tracks with unrelated pop songs for marketing purposes, separate from the actual album.
• “You Can’t Stop the Girl” is jointly branded by Warner Records and Walt Disney Records, reflecting Rexha’s existing label deal.
• A third Maleficent film is in development; if it happens, it will need to decide whether to keep Zanelli’s expanded theme set or hand the world back to another composer.

Technical Info

• Album title: Maleficent: Mistress of Evil (Original Motion Picture Soundtrack)
• Film: Maleficent: Mistress of Evil (2019)
• Year of release: 2019 (album released 18 October 2019)
• Type: Film score with one pop song (end-credits single)
• Composer / producer: Geoff Zanelli
• Theme song performer: Bebe Rexha — “You Can’t Stop the Girl” (film mix)
• Primary artist credit: Geoff Zanelli (score), Bebe Rexha (track 23)
• Label: Walt Disney Records (album); Warner Records and Walt Disney Records (single)
• Recording: 2019, Abbey Road Studios, London — large orchestra and choir
• Running time: ~1:11:57 (23 tracks)
• Key cues on album: “Mistress of Evil”, “Poachers on the Moors”, “What Is Going on Here?”, “Ulstead”, “Etiquette Lessons”, “We’re Dark Fey”, “The Dance of the Fey”, “Our Fight Begins Now!”, “Your Majesty, They’re Coming from the Sea”, “Protecting Our Kind”, “Maleficent Returns”, “The Phoenix”, “Time to Come Home”, “You Can’t Stop the Girl”
• Music style: Orchestral fantasy with choral support, ethnic percussion, non-Western winds and dulcimer for specific factions
• Availability: Digital/streaming worldwide; no standard physical CD release from Disney as of now
• Chart notes: Reached the Billboard Soundtrack Albums chart and the Official UK Soundtrack Albums chart in 2019.

Canonical Entities & Relations

Questions & Answers

Who composed the score for Maleficent: Mistress of Evil?

The sequel’s score is by Geoff Zanelli, who takes over from James Newton Howard but reuses and develops several of Howard’s original themes.

How much music is on the official soundtrack album?

The Walt Disney Records album features 23 tracks — 22 score cues and the film mix of Bebe Rexha’s “You Can’t Stop the Girl” — running just over 71 minutes.

Is “You Can’t Stop the Girl” actually used in the film?

Yes. The song is heard over the end credits in a film-specific mix with added orchestral and choral layers, and it was also used heavily in marketing.

Does the sequel reuse themes from the first Maleficent score?

It does. Maleficent’s four-note motif, the curse material and Aurora’s theme all return, sometimes reassigned to new characters like Queen Ingrith.

What are the must-hear tracks if I only sample a few?

Good entry points are “Mistress of Evil”, “Poachers on the Moors”, “We’re Dark Fey”, “Your Majesty, They’re Coming from the Sea”, “The Phoenix” and “Time to Come Home”.

Sources: official soundtrack and film credits; Maleficent: Mistress of Evil soundtrack and film articles; Disney and Fandom soundtrack pages; album listings on major streaming services; score reviews from Filmtracks, Movie Wave, MovieMusicUK and Soundtrack World; reporting on Bebe Rexha’s “You Can’t Stop the Girl” and trailer music (including “Season of the Witch” and “Darkness”); and scene summaries and transcripts used to align cues with specific moments.

November, 15th 2025