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Undertale Soundtrack Analysis (HUGE @%&#! SPOILERS)

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So.... Undertale is kind of a masterpiece, and needless to say, I was blown away by the complexity of the soundtrack.


In addition to a ton of memorable and unique character themes, the Undertale soundtrack makes admirable use of leitmotivic development and foreshadowing and even some musical misdirection.  It also features some very subtle and clever allusions to to other soundtracks.  I thought perhaps we could take a crack at unpacking some of the themes, how they're constructed, what they're trying to say, how they change as the plot progresses, etc.


This is impossible to do without massive spoilers, so probably nobody who hasn't finished the game should be reading any of this.


To kick it off, I'll start with ONE small thing I thought was wonderful: The song you hear at the Game Over screen is a statement of Asgore's theme (I'm pretty sure it's Asgore's theme anyway, though there are probably many many ways to interpret it), and it's also Asgore's voice urging you to stay determined and try again.  This would hint at the tragedy of his story, the ambivalence of his role as both "end boss" and "needs your help desperately" IF you knew from the beginning what the theme meant.  But the it doesn't get formally introduced until the final battle with him and this creates tremendous build-up and anticipation.  It also gives you a lot to pay attention to and ponder during the second playthrough.  The theme itself is in dorian mode which makes it sound simultaneously mysterious, heart-breaking, and uplifting.


What are some things that struck you about this game's music?  What important themes can you identify and how are they used?

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The first and third themes of the pacifist route final boss, "Hopes and Dreams" and "SAVE the World," prominently include Flowey's theme, "Your Best Friend"1. In the final phase, as you touch Asriel's soul and he regains his emotions and himself, Flowey's theme goes away and the music switches to "His Theme," which the title basically asserts is Asriel's true theme. The music box version "Memory" playing in the cutscene right after reinforces this.
The neutral route final boss theme "Finale" includes both Flowey's and Asriel's motives in the same song, which is sly as hell.

1: In both songs, "Your Best Friend" is also set as a countermelody to the main theme seen in "Once Upon a Time" et al., which is possibly worth commenting on in its own right.

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The neutral route final boss theme "Finale" includes both Flowey's and Asriel's motives in the same song, which is sly as hell.


Oh that's wicked. I did not notice that; I think I don't yet have Flowey's theme in my brain really.  It doesn't get hammered into you during the game like some of the others.  Come to think of it, a catalogue of themes would be good to have in identifying and referencing significant usage.  They have something like that started here, but it's not complete and I'm not convinced they have all of them right.


I've made two other observations, both with question marks at the end.


1) The theme that plays at Waterfall includes a slow and morose version of the Ruins theme, which makes me think it doesn't correspond specifically to Ruins or Waterfall, but something else.  Is this theme used anywhere else, and what does it mean?


2) The B theme of the battle with Asgore has a version of the A theme of the battle with Toriel in different meter.  Does THIS theme appear anywhere else and what does IT mean?

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1) The theme that plays at Waterfall includes a slow and morose version of the Ruins theme, which makes me think it doesn't correspond specifically to Ruins or Waterfall, but something else.  Is this theme used anywhere else, and what does it mean?

It's also present in Undyne's amped up themes "NGAHHH!!" and "Spear of Justice," and I think the other Waterfall overworld theme "Quiet Water" is supposed to be a loose version of it too.

Given most of its uses are for Waterfall maps and a character who lives there, it makes the most sense to me as a general theme for the area, and I'm not really sure there's a deeper meaning behind it being in "Ruins" too. I'm definitely open to theories, but I'm willing to buy it's there just because Toby likes how it sounds.


2) The B theme of the battle with Asgore has a version of the A theme of the battle with Toriel in different meter.  Does THIS theme appear anywhere else and what does IT mean?

I believe this is only present in "Heartache" and "ASGORE." Since Toriel and Asgore were married, I think the meaning is pretty direct here.

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I believe this is only present in "Heartache" and "ASGORE." Since Toriel and Asgore were married, I think the meaning is pretty direct here.


That could be it, but it doesn't seem to me like something that benefits from musical highlighting.  So I started thinking more about what Toriel and Asgore have in common.  They're both magic goat-rabbits, they both use fire magic, they were once married, and they both really REALLY don't want to fight you.  Could this theme somehow correspond to an aversion to violence?  Of all the main characters that you fight in the game, these two are definitely the most peaceful in personality, but compelled to use force for various reasons.  Or maybe it's a theme of regret or extreme ambivalence.  The lower ostinato part sounds kinda shuffly... indecisive, and I could easily hear the upper line as a howl of protest.  Maybe I'm reaching too much but as meticulously-crafted as some of this soundtrack is, I want to believe that this, too, has some subtext to it.

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Oh, you asked for it.  This is definitely one of my favorite aspects of the game--let's make a master list.  Track by track, here we go!




1.  Once Upon a Time:  Main theme of Undertale, can be split into three sections: 00:00 (theme A), :30 (theme B), and 1:00 (theme C).  Nice one, Toby.

2.  Start menu:  Theme A from Once Upon a time.  Instrumentation fleshes out more depending on how many character's you've met/saved.

3.  Your Best Friend:  Flowey's theme.  Title contains massive spoilers.

4.  Fallen Down:  Not much to say yet, other than it comes back later (like most of these).

5.  Ruins:  The melody of this is based on a recurring theme I have yet to figure out the identity of.  Let's call it "Adventure Theme".

6.  Uwa!! So Temperate♫:  Joystick Config music.  Changes depending on season.  Not related to any other tracks other than the other seasons of the same theme.

7.  Anticipation: Foundation of battle theme.  When slowed down a lot, this is what is played at SPOILERS OMG SPOILERS: areas during the genocide run after killing everything

8.  Unnecessary Tension: Perhaps one of the few tracks that doesn't come back later?  But maybe it does...

9.  Enemy Approaching: Primary battle theme.  Believe it or not, this is the same melody as "Dogsong", "Temmie Village" and "Tem Shop".

10.  Ghost Fight: First time hearing this music, which is always associated with the spookier characters--ghosts and spiders.  Let's call this "ghost theme."

11.  Determination:  Determination theme.  Heard in Asgore's battle theme as well.

12.  Home: Themes A and B of "Once Upon a Time".  Aww.

13.  Home (Music Box): Who turned off the lights?

14.  Heartache: Opening motif is Toriel's theme.  It's heard in Asgore's theme--if you had any speculation about their relationship, this should clear it up.

15.  sans.  Sans's theme, which is also heard in the track "Song That Might Play When You Fight Sans", which I actually have yet to hear in the game itself.

16.  Nyeh Heh Heh!: Papyrus' theme.  Obviously also heard in Bonetrousle, as well as a bit in Song That Might Play When You Fight Sans.

17.  Snowy:  And thus begins the Snow area themes.  This opening melody is new, but is brought back in bits and pieces in "Snowdin Town" and "Shop"

18. Uwa!! So Holiday♫: See the other one.  Winter time!

19.  Dogbass: Don't think you ever hear this again, though it's reminiscent of the ghost music.  Hmm...

20.  Another track that I don't think comes back.  Hmm!

21.  Dogsong:  Yes, believe it or not, this is the melody from the Battle Theme.

22.  Snowdin Town: First section of the track is more or less original, but similar in texture/contour to Snowy.  Second section is a little more obviously from Snowy.  I think the section around one minute in is the first you ever hear this material, but this comes back in Shop, and.... Hopes and Dreams.  I think it's intended to be a variation on Theme B from Once Upon a Time.

23.  Very similar to the music of Snowdin town.  Opening melody similar in structure as opening of Snowdin, but not quite the same.  Second section same sort of variation of Theme B from Once Upon a Time.

24.  Bonetrousle: More Papyrus!

25.  Dating Start!: Shop music, in an anime dating sim style.

26.  Dating Tense: I don't think this has much connection with anything else... EXCEPT there is an accompaniment that comes in near the end which contains almost the correct pitch content to be Undyne's theme.  Forshadowing?

27.  Dating Fight!: Dating Start, but with some kick.

28.  Premonition: Mostly ambiance I think.  Can't place this progression anywhere else.

29.  Danger Mystery.  More ambiance.

30.  Undyne:  This six-note pattern is her theme.  It comes back!  Not sure about the melody that comes in though--I don't think I've heard that anywhere else.

31.  Waterfall:  Here's that "adventure" motif again!  So the opening glock pattern will come back later too.  But yeah, the melody that plays through this is basically the same as what plays in Ruins.

32.  Run!:  Piano motif made of Undyne's theme, which I guess makes sense because she plays piano.

33.  Quiet Water:  More "adventure" motif.

34.  Memory.  The first time we hear "His" theme.  and SPOILERS SPOILERS SPOILERS BY HIS THEME WE MEAN ASRIEL'S THEME

35.  Bird That Carries You Over A Disproportionately Small Gap: We haven't even met her yet, but this is Alphys' theme!  What could it mean?!

36.  Dummy!  More ghost music, but a little more fleshed out than when we heard it in Napstablook's battle.

37.  Pathetic House: Same melody as Dummy! and Ghost Fight, just really boring.

38/39.  Spooktune and Spookwave: I guess kind of like the ghost fight music? Eh, I dunno.

40.  Ghouliday.  This is just jingle bells I can't make this stuff up

41.  Chill: Not sure what this progression is from.

42.  Thundersnail:  Also don't think this really comes back ever.  Toby said he apparently made the whole track out of one xylophone sample or something.

43.  Temmie Village: Once again, melody is based on the battle theme.  what the heck.

44.  hOI! same as above

45.  NGAHHH!!: Begins with Undyne's theme, which we know (just syncopated this time), and halfway through we get that adventure theme again!  I think it's interesting that Undyne is the only character that gets this theme, which otherwise is associated to environments of the game.

46.  Spear of Justice: Pretty much the same structure as above, just in a different key/orchestration.

47.  Ooo.  Oooooooooooooooo

48.  Alphys: Another three-part theme!  First part at :09, second at :32, and third at 1:01.  I'll describe them in the same "a" "b" and "c" terms I was using before.

49.  It's showtime!  Good ol' Mettaton.  He actually has a bunch of themes.  This opening one is like, his show's theme more than his own personal theme.

50.  Metal Crusher: I love this track.  Mettaton's main battle theme.  This one is also in two parts.

51.  Another Medium:  Opens up with the same motif as Waterfall, but then has (as far as I can tell) new melodic content.  I think there are basically two themes in this track: the one played on the flutey-sounding patch, and the one at :52

52.  Uwa!! So HEATS!!♫: Another one of these.  Summer time!

53.  Stronger Monsters:  I never encountered this track in the game.  I don't know!  I don't hear anything that I can associate to anyone else.

54.  Hotel: Theme A and B of "Once Upon a Time".

55.  Can You Really Call This A Hotel, I Didn't Receive A Mint On My Pillow Or Anything: Hotel with a little more spice!

56.  Confession: Those monsters really are in love.  Theme B of Once Upon a Time.

57.  Live Report: Mettaton's "show" theme, again.

58.  Death Report: Live Report, but awesome.  Same "show" theme, but then there's another theme at :25.  What is it?  Reminds me of Undyne..

59.  Spider Dance: More ghost music!

60.  Wrong Enemy?!:  Music of the Fan Troll.  I'm pretty sure there are zero relatable themes in this one.

61.  Oh! One True Love:  Toby's making fun of FF6.  The windowed screen says "Undertale: the Musical" during this.  This is a new melody, but comes back.

62.  Oh! Dungeon: Same melody as One True Love

63.  It's Raining Somewhere Else: I guess this is Sans' theme, even though I think it sounds like Toriel.  I guess they're similar? So sneaky.

64.  Core Approach: just the hotel music

65.  CORE:  This opening motif comes back in the battle you're about to have with Mettaton.  Then we get a nice dose of Another Medium, and both of it's themes.

66.  Last Episode!  Recognize this from Mettaton's battle music?

67.  Oh My... Comes from Core and Death from Glamour.

68.  Death by Glamour: we've heard this opening motif a few times now, thanks for getting us ready Toby.  Halfway through we get one of our motif's from Metal Crusher, and then we get the "show" theme!  God, this is a good track.

69.  For the Fans: "Oh! One True Love"

70.  Long Elevator: come on toby

71.  Undertale.  It's the title track of the album!  You get to hear the story of Asriel, which is why his theme is playing the whole time.  You also get Themes A and B from Once Upon a Time, as usual.

72.  Song That Might Play When You Fight Sans: I have yet to actually hear this in the game.  So the melody is based on "sans.", and then we get some Papyrus in there as well, near the end of the track.

73.  The Choice:  Very ambient, but the harmony is largely based on the harmony from Undertale

74.  Small shock:  More harmony from Undertale.

75.  Barrier: once again, come on toby

76.  Bergentrückung: A German literary archetype describing the trope of a human mysteriously vanishing from the human world.  Also basically Asgore's theme.

77.  ASGORE.  So we get Bergentrückung, and then we get Toriel's theme (and both parts of it!).  Then we get "Determination".  EDIT: ENDS WITH UNDYNE WHAT

78.  You Idiot:  Very ambient, but the notes of Omega Flowey's theme.

79.  Your Best Nightmare.  Man, what an incredible track.  This six note motif is Omega Flowey's theme.  Then, we get six variations on "Your Best Friend" (aka normal Flowey's theme) scattered throughout the track.  One for each of the human souls that Omega Flowey has absorbed.

80.  Finale: Flowey's theme with an awesome reharmonization.  Now, you have no idea about this aspect of Flowey's character yet, but Asriel's theme comes in at :40.  Come on Toby, those are some serious aural spoilers!

81.  An Ending:  Ruins music, then leading to the track that is basically "respite" (which comes later), which is that adventure theme.  Hey, maybe we should call that theme "respite".

82.  She's Playing Piano: What you hear Undyne playing in her house when you go to hang out with her.  Guess what!  It's part C of Alphys' theme!

83.  Here We Are:  Welcome to Alphys' True lab.  Which is why this is just Alphys' theme--Theme A.  You get the rhythm of theme C near the end.

84.  Amalgam:  Holy god this track is AWESOME.  Don't know where the melodic material comes from.

85.  Fallen Down (Reprise):  There's Fallen Down again, but it's been extended! Now we get themes A, B, and C from Once Upon a Time.

86.  Don't Give Up:  Adventure theme (or respite or whatever).  

87.  Hopes and Dreams: Ah! My favorite track.  Beautiful variation on Theme A from Once Upon a time in the beginning, and then most of the melody is actually based on Theme C from Once Upon a Time.  We also get snippet's of Flowey's theme in the background, which is great now that we know how they're related.  You also get that variation of Theme B from Once Upon a Time, which sounds more like Snowdin/Shop theme than anything else.  Same with the end of this track--this is from Shop.

88.  Burn in Despair: Based on those six notes from Omega Flowey.  Scary.

89.  SAVE the World: Once Upon a Time paired up with Flowey's theme.  Pretty cool!  Then we get more of Theme C from Once Upon a Time, with Flowey's theme returning to haunt the background again.

90.  His Theme.  Yes, Asriel's theme.  Get your tissue box out, because you're going to cry a lot.  (I cried a lot).  I think it's the 1-5-9 motion in the left hand of the piano that really does me in.

91.  Final Power:  This is just some of Hopes and Dreams reversed and slowed down slightly

92.  Ah, nostalgic music.  This is a pretty long track, but you get all three parts of Once Upon a Time, as well as that variation from the Shop theme./Snowdin village.

93.  Menu (Full): the full orchestration! You did it!

94. Respite:  Epilogue music.  That "adventure" theme we heard a lot.

95.  Bring it in Guys: awesome credits music.  Enemy Approaching, Nyeh Heh Heh/sans., Snowdin Town, Once Upon a Time, Undyne, adventure theme, Death by Glamour, CORE, Bergentrückung, Fallen down, Once Upon a Time.

96.  Last Goodbye: More of some Hopes and Dreams/SAVE the World style music, mostly working with Themes B and C from Once Upon a Time.  The end of this is awesome.  Finishes out with Theme A from Once Upon a Time.

97.  But the Earth Refused to Die:  Heard just before fighting Undyne the Undying.  Variation on that "adventure" theme.

98.  Battle against a true hero: Theme reserved for special boss battles in the genocide run.  That opening theme comes back later.  We get that adventure theme again!

99.  Power of NEO.  Same motif from the last track.  This one is pretty short, because it doesn't last long.

100.  MEGALOVANIA:  This is a track from Homestuck, apparently.  No other themes from the game in here, as far as I know.

101.  Good Night.  Good night, goatmom.  Once Upon a Time again.



Whew I can't believe I did all that! Have fun!

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Holy crap, leave some for the rest of us!


82.  She's Playing Piano: What you hear Undyne playing in her house when you go to hang out with her.  Guess what!  It's part C of Alphys' theme!


Oh my GOD, slaying me with cuteness!  Whelp, I guess it's time for a replay.


HOWEVER, I have one more point of data here regarding the Determination theme.  There is an additional track in the Undertale data directory that uses this theme.  I don't think it's in the OST, nor is it used in the game.  It's called mus_kingdescription.ogg and it's a complete statement of this theme, done up in regal style with strings and harpsichord.  This, more than anything else convinces me that it is intended as the theme of Asgore, and Bergentrückung is simply a battle theme.  It makes sense that his theme is playing over the Game Over screen as his voice pleads with you not to give up; most of the game is basically you unfucking his giant mess and he knows it :-P

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  • 2 months later...

Oh hey, I'm scripting a video about this soundtrack right now. I like the music in the game a lot but I also think that there are things that could have been improved.

I think it is cool how Toby reused themes. It is common for movies and video games to do that so people have multiple emotions associated with a theme (Aeris' Theme). Listening to the soundtrack from start to finish does not sound that great. Toby Fox did a great job of making songs fit a moment, but the inconsistency of soundfonts and instruments used makes it hard for me to listen to and enjoy. A lot of the sounds have different styles and make memorable melodies, and I can see Mother series influence in this - but what the Mother games did different, is that they used the same sound set for a game which makes it more listenable.


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  • 1 month later...

Awesome post DrumUltimA! I recently finished playing Undertale and I'm blown away by the OST.

The number of incredible tracks in there is just... too much. My favourite is probably the genocide battle against Undyne (Battle Against a True Hero) or Death by Glamour, although the True Lab themes (Here We Are and Amalgam) are good competitors too.

It's pretty cool how the themes are reused during the soundtrack. My favourite has to be how Flowey's theme is turned from a silly cute song into an epic battle theme in Finale. The magic of changing the chord progression (and a few extra notes!).

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Still loving this OST, and it's actually inspiring a soundtrack I'm working on. I love how the motifs are present in so many different songs. It really helps tell the story through music alone. 

I feel like the often different sample usage was an evolution of his style. I recall him saying he is a self taught composer and also wrote each piece right before working on the area it was used, with no revisions on most tracks.

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