Orchestrated and Conducted by: Tim Williams Additional Arrangements: Eldad Guetta, Matt Robertson

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2 And finally, this question: The mystery of whose story it will be, of who draws the curtain, of who sets the stage. Who is it that chooses our steps in the dance, who drives us mad, lashes us with whips and crowns us with victory when we survive the impossible? Who is it that does all these things? To all of the many incredibly talented people who have worked so tirelessly to make Sucker Punch a reality, thank you. And to Richard Bach, your inspiration touches me sometimes even when I m not aware of it. You have all the weapons you need. Now fight. Zack Snyder 2

3 Soundtrack Album Producers: Zack Snyder, Deborah Snyder, Marius de Vries and Tyler Bates Additional Production: Matt Robertson Soundtrack Mixed by: Andy Bradfield Executive Album Producer: Darren Higman Executive In Charge Of Music for Warner Bros. Pictures: Paul Broucek Executive In Charge Of Music for WaterTower: Jason Linn Score Recorded and Mixed by: Gustavo Borner Assistant Engineer: Nicholai Baxter Pro Tools Engineer: Justin Moshkevich Songs Recorded by: Gustavo Borner, Nicholai Baxter, Marius de Vries, Matt Robertson, Eldad Guetta, Robert Carranza Vocal Recording Engineers: Nicholai Baxter, Tom Bailey, Patrick MacDougall, Rob Stefanson, Bill Malina Orchestrated and Conducted by: Tim Williams Additional Arrangements: Eldad Guetta, Matt Robertson Music Librarian: Ross deroche Orchestra Contractor: Gina Zimmitti Choir Contractor: Sally Stevens (LA Film Chorale) Music Editor: Darrell Hall Supervising Copyist: Ross deroche Music Programming: Marius de Vries, Tyler Bates, Matt Robertson, Eldad Guetta, Pete Davis, Wolfgang Matthes, Dieter Hartmann, Brian Cachia, Ben de Vries, Ron Spider Entwhistle Mastered by: Kevin Metcalfe at Soundmasters Album Business Affairs: Lisa Margolis Album Clearances: Margaret Yen Art Direction: Sandeep Sriram Soundtrack Coordination: Kari Miazek 3

4 Featured Musicians: Marius de Vries - keyboards, guitar Tyler Bates electric guitar, guitarviol, bass Matt Robertson - guitar, bass, keyboards Eldad Guetta - guitar, keyboards Pete Davis - keyboards Brian Cachia drums and percussion Gary Novak drums Joey Waronker drums Chris Chaney bass Justin Meldal-Johnsen bass Cass Lewis - bass Carla Azar - drums Ace - guitar Sussan Deyhim - additional vocals Alexys Schwartz - additional vocals Angelyna Martinez - additional vocals Anna Nystrom - additional vocals Special Thanks to: Alan Horn, Jeff Robinov, Greg Silverman, Chris De Faria, Dan Fellman, Sue Kroll, Veronika Kwan-Rubinek, Blair Rich, Thomas Tull, Jon Jashni, Bill Fay, Wesley Coller, Mark Cavell Thanks to: Paul Allen, Peter Axelrad, Steve Barton, Christine Bergren, Derek Birkett, Eleanor Brody, Lyndon Campbell, Trevor Christie, Celeste Coller, Jan Craft, Melissa Crow, Wendy Crowley, Felicity de Vries, Carri Deist, Spencer Douglas, Dave Dysart, Susie Elson, Stacy Fass, David Field, Richard Fowkes, Esther Friedman, Suzanne Fritz, Bob Fukuyama, Kerrylyn Genetive, Dominic Griffin, T.J. Griffin, Mike Horner, Bill Hoy, Paul Johannes, Leigh Johnson, Ernie Johnston, Joe Kara, Kevin Kertes, Brian Lambert, Ny Lee, Pamela Lillig, Darnetha Lincoln M Baye, Kris Little, Frank Liwall, Tom Marr-Johnson, Oscar Mazzola, Diane McKain, Clare McKinney, Lori Miyakawa, Genevieve Morris, Melissa Remenarich-Aperlo, Sam Schwartz, Amy Shmaltz, Susannah Scott, Rishi Shah, John Stanford, John Tempereau, Bobby Thornburg, Jenna Voorhees, Gary Walker, Raymond Walden, John F.X. Walsh, Andrea Wertheim, James Wyllie, Robert Zick 4

5 the hollywood studio symphony Violins: Belinda Broughton CM, Darius Campo - P2, Armen Anassian, Jackie Brand, Eve Butler, Caroline Campbell, Roberto Cani, Kevin Connolly, Joel Derouin, Bruce Dukov, Julie Gigante, Neel Hammond, Tami Hatwan, Lily Ho Chen, Sharon Jackson, Maia Jasper, Natalie Leggett, Phil Levy, Eun Mee Ahn, Grace Oh, Sid Page, Joel Pargman, Searmi Park, Radu Pieptea, Carol Pool, Mark Robertson, Julie Rogers, Sarah Thornblade, Roger Wilkie, Yelena Yegoryan Violas: Rob Brophy, Brian Dembow, Thomas Diener, Andrew Duckles, Alma Fernandez, Matt Funes, Keith Greene, Shawn Mann, Kate Reddish, Dave Walther Celli: Giovanna Clayton, Paul Cohen, Steve Erdody, Vanessa Freebairn Smith, Trevor Handy, Dennis Karmazyn, Armen Ksajikian, Tim Landauer, Victor Lawrence, Steve Richards, Cecilia Tsan Basses: Drew Dembowski, Steve Dress, Chris Kollgaard, Ed Meares, Bruce Morgenthaler, Sue Ranney, Mike Valerio, Ian Walker Flutes: Heather Clarke, Dan Higgins Clarinet: Stuart Clark Bassoons: Rose Corrigan, Ken Munday Saxophones: Dan Higgins, Greg Huckins, Bill Liston, Frank Macchia Tubax: Greg Huckins French Horns: Mark Adams, Steve Becknell, Dan Kelley, Jenny Kim, Jim Thatcher, Phil Yao Trumpets: Rick Baptist, Marissa Benedict, Dan Fornero, Larry Hall Trombones: Steve Holtman, Alex Iles, Alan Kaplan, Bill Reichenbach, Phil Teele Tubas: Ross Deroche, Doug Tornquist Percussion: Alan Estes, Dan Greco, Bob Zimmitti Timpani: Wade Culbreath Piano/Celeste: Randy Kerber Accordion: Frank Marocco & 2011 WaterTower Music, 4000 Warner Blvd., Burbank, CA Motion Picture Artwork 2011 Warner Bros. Entertainment Inc. Motion Picture Photography 2011 Warner Bros. Entertainment Inc. and Legendary Pictures. All rights reserved. 5

6 1) SWEET DREAMS (ARE MADE OF THIS) Written by Annie Lennox and David Stewart. Published by Universal Music - MGB Songs on behalf of Universal Music Publ. MGB Ltd. (ASCAP). Produced by Marius de Vries and Tyler Bates. Performed by Emily Browning Warner Bros. Pictures. 2) ARMY OF ME (SUCKER PUNCH REMIX) Written by Björk Guðmundsdóttir and Graham Massey. Published by Universal PolyGram Int. Publishing, Inc./Perfect Songs Ltd. (PRS) Remix and Edit of Army Of Me Björk - Featuring Skunk Anansie version by Marius de Vries and Tyler Bates. Performed by Björk featuring Skunk Anansie. Courtesy of Elektra Entertainment Group/One Little Indian/Wellhart/Polydor Ltd (UK). Elektra Entertainment Group/One Little Indian/Wellhart/Polydor Ltd (UK). 3) WHITE RABBIT Written by Grace Slick. Published by Irving Music, Inc. on behalf of Copperpenny Music (BMI). Produced by Marius de Vries and Tyler Bates. Performed by Emiliana Torrini Warner Bros. Pictures. 4) I WANT IT ALL / WE WILL ROCK YOU MASH-UP I Want It All written by Queen. Published by Beechwood Music Corp. (BMI). We Will Rock You written by Brian Harold May. Published by Beechwood Music Corp. (BMI). Mashup Produced by Marius de Vries and Tyler Bates. Performed by Queen with Armageddon aka Geddy. Courtesy of Hollywood Records and Queen Productions Limited Hollywood Records, Inc. and Queen Productions Limited 5) SEARCH AND DESTROY Written by Iggy Pop and James Williamson. Published by Screen Gems-EMI Music Inc. (BMI). BUG MUSIC (BMI) and STRAIT JAMES MUSIC (BMI) administered by Bug. Produced by Marius de Vries and Tyler Bates. Performed by Skunk Anansie. Skunk Anansie appears courtesy of Boogooyamma Ltd Warner Bros. Pictures. 6) TOMORROW NEVER KNOWS Written by John Lennon and Paul McCartney. Published by Sony/ATV Tunes LLC (ASCAP). Produced by Marius de Vries and Tyler Bates. Performed by Alison Mosshart and Carla Azar. Alison Mosshart appears courtesy of Domino Recording Co Domino Recording Co. 7) WHERE IS MY MIND? Written by Charles Thompson. Published by Songs Of Universal, Inc. on behalf of Rice And Beans Music (BMI). Produced by Marius de Vries and Tyler Bates. Performed by Yoav featuring Emily Browning. Yoav appears courtesy of You Are Here Music Warner Bros. Pictures. 8) ASLEEP Written by Johnny Marr and Steven Morrissey. Published by Universal - PolyGram Int. Publ., Inc. on behalf of Marr Songs Ltd. (ASCAP). WB Music Corp. (ASCAP) o/b/o Artemis Muziekuitgeverij B.V. Produced by Marius de Vries and Tyler Bates. Performed by Emily Browning Warner Bros. Pictures. 9) LOVE IS THE DRUG Written by Bryan Ferry and Andrew Mackay. Published by Universal Music MGB Songs on behalf of E.G. Music Ltd. (ASCAP). Produced by Marius de Vries and Tyler Bates. Performed by Carla Gugino and Oscar Isaac Warner Bros. Pictures. 6

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8 ORIGINAL MOTION PICTURE SOUNDTRACK 1. SWEET DREAMS (ARE MADE OF THIS) Emily Browning (5:19) 2. ARMY OF ME (SUCKER PUNCH REMIX) Björk featuring Skunk Anansie (6:53) 3. WHITE RABBIT Emiliana Torrini ( 5:07) 4. I WANT IT ALL / WE WILL ROCK YOU MASH-UP Queen with Armageddon aka Geddy (5:08) 5. SEARCH AND DESTROY Skunk Anansie (4:24) 6. TOMORROW NEVER KNOWS Alison Mosshart and Carla Azar (7:37) 7. WHERE IS MY MIND? Yoav featuring Emily Browning (6:19) 8. ASLEEP Emily Browning (4:20) 9. LOVE IS THE DRUG Carla Gugino and Oscar Isaac (4:13) Soundtrack Album Producers: Zack Snyder, Deborah Snyder, Marius de Vries and Tyler Bates Additional Production: Matt Robertson Soundtrack Mixed by: Andy Bradfield Executive Album Producer: Darren Higman Executive In Charge Of Music for Warner Bros. Pictures: Paul Broucek Executive In Charge Of Music for WaterTower: Jason Linn & 2011 WaterTower Music, 4000 Warner Blvd., Burbank, CA Motion Picture Artwork 2011 Warner Bros. Entertainment Inc. Motion Picture Photography 2011 Warner Bros. Entertainment Inc. and Legendary Pictures. All rights reserved. 8