1. A Hard Day's Night (1964) - The Beatles

It was the G7sus4 heard 'round the world. You may not recognize that chord by name, but you'd instantly know it as the ringing opening salvo of ''A Hard Day's Night,'' the soundtrack that turned a nation into a glee club. In 1964, the Beatles had already taken over our radios and TV sets when they decided to commandeer our movie palaces, too. The resulting film was an exhilarating fusion of the backstage musical and postmodern absurdism. To re-create the hysteria that had greeted their ''Ed Sullivan Show'' appearances, the Fabs had to come up with tunes that would out-pleasure ''Please Please Me.'' And they delivered, the film's seven classics ranging from the plaintive ''And I Love Her'' to the ecstatic ''Can't Buy Me Love.'' The music stands on its own, yet is forever tied in our imaginations to the film -- a blitzkrieg of black-and-white imagery that changed the way we see the world. We can't think of a better definition of a great soundtrack.



2. The Sound of Music (1965) - Rodgers and Hammerstein

Let's start at the very beginning: Rodgers and Hammerstein's final work first won fans on Broadway. But a better place to start is with the film, in which the tale of singing sibs and their remarkably musical governess in Nazi Austria found its voice in Julie Andrews. If ''TSOM'''s rep suffers hipsters' sneers, that says more about our times than the songs. Is there a more inspiring anthem than ''Climb Ev'ry Mountain''? A simpler expression of comfort amid fear than ''My Favorite Things''? A few weeks ago, these earnest themes seemed outdated. Now, this tale of finding joy in a world gone mad is impossible to resist.



3. Saturday Night Fever (1977) - Bee Gees/Various

Disco might forever be remembered as mere kitsch if we didn't have ''Fever'' to remind us that it was also the unlikely music of emancipation. Whether at a Brooklyn ballroom or Studio 54, disco delivered participatory escapism, and it hardly mattered who provided the beat. ''Fever'' did boast stars, of course, in the Bee Gees, who were busy reinventing themselves as R&B titans just as surely as Travolta became a new dude when he put on those duds. But if ''Stayin' Alive'' was a reason to live, even the lesser lights on this double LP gave us happy feet. ''Disco Inferno'' still makes us want to wear white after Labor Day.



4. West Side Story (1961) - L. Bernstein/S. Sondheim

Sondheim, Bernstein, Shakespeare... and blade-wielding street gangs? Those first three eggheads might not have seemed the likeliest trinity to end up slumming with barrio boys, but their Manhattan-based update of ''Romeo and Juliet'' was a musical zenith that Callas and the Crips could both enjoy. Is its innocent vision of gangland, articulated in wistful songs, a little bit dated in this post-gangsta culture? Sure. But we still dress up to ''I Feel Pretty,'' still dream of better times to the romantic strains of ''Somewhere''...and, most of all, we still dig the Jets' big numbers. Because we're cool, boy -- real cool.



5. The Wizard of Oz (1939) - Harold Arlen/Cast

Everything about this movie has been part of our cultural consciousness for so long as to acquire the force of myth. It's unsettling, then, to realize how ''Oz'' almost turned out. ''Over the Rainbow'' was once cut after a preview audience expressed confusion over why Judy Garland was singing in a barnyard. If the final product feels seamless, credit the brains, heart, and nerve of E.Y. ''Yip'' Harburg, whose lyrics and dialogue lead-ins outlined the basic story and emotional structure that composer Harold Arlen and everyone else filled in. Harburg would be ''Oz'''s unsung auteur -- if his words weren't being sung to this day.



6. Superfly (1972) - Curtis Mayfield

A textbook case of a soundtrack that artistically dwarfs the film that spawned it, Curtis Mayfield's opus is a testament to the powers of a musician at the top of his game. Mayfield's music imbued the blaxploitation quickie with a moral pulse, taking aim at the scourge of drugs in the inner city. It was one of Mayfield's gifts that his songs could sound joyful and heartbroken at the same time, suggesting the complexities of the human experience. ''Pusherman,'' ''Freddie's Dead,'' the title track -- Mayfield's lyrical high-mindedness would have meant naught if the music weren't as addictive as a drug itself.



7. The Graduate (1967) - Simon & Garfunkel

Rock & roll had seeped into movies by 1967, but most of those films were concert flicks or Elvis embarrassments. All that changed with Mike Nichols' gently satiric swipe at the establishment and the emerging counterculture. Nichols' use of old and new Simon & Garfunkel songs was ingenious: Cue ''The Sound of Silence'' as Benjamin rides a moving walkway to his uncertain future or ''Scarborough Fair'' as his romantic dreams crumble. Even though half of it is devoted to a mood-music score, this landmark introduced ''youth music'' to grown-ups' movies, the reverberations of which are still being felt.



8. The Godfather (1972) - Nino Rota

The very first shock that audiences got from ''The Godfather?'' That would have to be the music that ran during the opening credits: Instead of the musical blam-blam-blam that one might expect to accompany Mafia mayhem, a distant, mournful trumpet theme slowly swells with orchestration, like an old man's memories slowly filing back. While that tune as well as the film's love theme have become pop-culture signifiers invoking instant parody or homage, the score itself brought Fellini collaborator Nino Rota long-overdue acclaim in America, and it remains a disturbing benchmark for its very sense of quiet.



9. Purple Rain (1984) - Prince

''Purple Rain'' is a monument to mad ambition. Until '84, America knew Prince as the raunchy Minneapolis groove-crafter behind hits like ''1999.'' After ''Purple Rain,'' he became a movie star (well, momentarily), a scolded corrupter of American tykes, and -- in the minds of critics and fans -- something of a genius. ''Purple Rain'' proved that music was the true object of Prince's insatiable lust, and musically, the soundtrack served up a genre-bending smorgasbord: warped psychotropic funk (''When Doves Cry''), regal power balladry (''Purple Rain''), and classic-rawk riff-o-rama (''Let's Go Crazy'').

10. 2001: A Space Odyssey (1968) - Various

If you hear ''The Blue Danube'' without immediately picturing gleaming spacecraft doing cosmic cartwheels, you have far greater powers of dissociation than we do. Or maybe you're just one of the few who has never seen Stanley Kubrick's sci-fi classic and had your classical-loving world rocked by his marriage of 19th-century music and 21st-century imagery. When Kubrick dumped the score he'd commissioned from Alex North and decided to use his own temp track as soundtrack to ''the ultimate trip,'' he ensured that few would ever again listen to ''Also Sprach Zarathustra'' without thinking of space babies.



11. Oklahoma! (1955) - Rodgers and Hammerstein

The classic Rodgers and Hammerstein song score had already won America's heart via a Broadway cast album. But it got sun-drenched and bronzed when director Fred Zinnemann chose to shoot the film on location (in Arizona). Audiences who wanted a souvenir of the CinemaScope-size movie got a grand one in this album, which happened to sound, yes, as big as all outdoors. ''Oh, What a Beautiful Mornin','' surreys, fringe, friendly farmers, a state anthem so rousing it almost makes our national one seem somnolent -- all this glorious Americana takes us on location, in our imaginations, each time we listen anew.



12. The Harder They Come (1973) - Various

This vital compilation introduced most Americans to reggae music, and for that alone it deserves our lofty ranking. But ''Harder'''s relevance isn't merely historical. Nearly 30 years after its release, the soundtrack remains one of the few non-Bob Marley albums to make it into the collections of casual reggae fans. And it's no mystery why; these 12 tracks -- featuring Jimmy Cliff's spiritual and sweet ''Many Rivers to Cross,'' the rude-boy menace of his title track, and the Maytals' ''Pressure Drop'' -- are as heartfelt and urgent (in their own gentle, loping way) as anything coming out of the States at the time.



13. Psycho (1960) - Bernard Herrmann

According to composer Bernard Herrmann, Alfred Hitchcock's instructions were simple: ''Do what you like, but only one thing I ask of you: Please write nothing for the murder in the shower. That must be without music.'' Herrmann was an independent cuss, thank God. The harpy chorus of violin shrieks that accompany Marion Crane's death changed the art of scoring as surely as ''Psycho'' altered film history. But for proof of his greater subtlety, listen to the music during the heroine's earlier flight from the law. It's not so much foreboding as sad -- mourning Crane even as she caroms toward her fate.



14. Snow White and The Seven Dwarfs (1937) - Frank Churchill/Larry Morey

The song score for Walt Disney's first full-length animated feature wasn't dopey or sleepy, just exemplary. Bonus points for history making: It was the first real soundtrack album ever. Prior to this, no one had taken the actual soundtrack from a film and transferred it to disc -- or discs, we should say, since the original release was on a set of three 10-inch 78s. Someday more princely formats would come, but there's a good reason why this chestnut is perennially in print: The Frank Churchill-Larry Morey tunes proved an original 'toon could equal or better Broadway's musical-comedy best.



15. American Graffiti (1973) - Various

Believe it or not, kids, there was a time when ''oldies'' weren't cool. That was still the case in '73, when George Lucas asked ''Where were you in '62?'' and helped popularize the notion of nostalgia for the recent past. He even invented a plausible reason for the film's wall-to-wall music, a then-revolutionary conceit: Nearly every character was near a radio tuned to Wolfman Jack. Thus it came to be that a generation of Vietnam-hardened hippies was suddenly grooving to ''Green Onions,'' turning a double album full of artists who'd been bypassed by the counterculture into an unlikely retro smash.



16. Vertigo (1958) - Bernard Herrmann

17. Trainspotting (1996) - Various

18. My Fair Lady (1964) - Various

19. Gone With the Wind (1939) - Max Steiner

20. Mary Poppins (1964) - Richard and Robert Sherman



21. Once Upon a Time in the West (1968) - Ennio Morricone

22. Pat Garrett & Billy the Kid (1973) - Bob Dylan

23. Pinocchio (1940) - Leigh Harline and Ned Washington

24. Goldfinger (1964) - John Barry

25. Singin' In the Rain (1952) - Arthur Freed and Nacio Herb Brown

26. Star Wars (1977) - John Williams

27. Grease (1978) - Various

28. Pulp Fiction (1994) - Various

29. Doctor Zhivago (1965) - Maurice Jarre

30. The Rocky Horror Picture Show (1975) - Richard O'Brien



31. Easy Rider (1969) - Various

32. Ben-Hur (1959) - Miklos Rozsa

33. Help! (1965) - The Beatles

34. Bride of Frankenstein (1935) - Franz Waxman

35. Performance (1970) - Jack Nitzsche

36. The Band Wagon (1953) - Arthur Schwartz and Howard Deitz

37. Chinatown (1974) - Jerry Goldsmith

38. Cabaret (1972) - John Kander and Fred Ebb

39. King Kong (1933) - Max Steiner

40. Shaft (1971) - Isaac Hayes



41. Lawrence of Arabia (1962) - Maurice Jarre

42. Carousel (1956) - Rodgers and Hammerstein

43. The Pink Panther (1964) - Henry Mancini

44. Anatomy of a Murder (1959) - Duke Ellington

45. Let It Be (1970) - The Beatles

46. Fantasia (1940) - Various

47. The Magnificent Seven (1960) - Elmer Bernstein

48. Meet Me In St. Louis (1944) - Hugh Martin and Ralph Blaine

49. The Adventures of Robin Hood (1938) - Erich Wolfgang Korngold

50. Oliver! (1968) - Lionel Bart



51. The Sting (1973) - Marvin Hamlisch

52. Funny Girl (1968) - Walter Scharf and Julie Styne

53. Jaws (1975) - John Williams

54. Woodstock (1970) - Various

55. The Music Man (1962) - Meredith Willson

56. O Brother, Where Art Thou? (2000) - Various

57. Amadeus (1984) - Various

58. The King and I (1956) - Rodgers and Hammerstein

59. Beat Street (1984) - Various

60. The Man With the Golden Arm (1955) - Elmer Bernstein



61. The Mission (1986) - Ennio Morricone

62. Pretty in Pink (1986) - Various

63. Taxi Driver (1976) - Bernard Herrmann

64. The Last Waltz (1978) - The Band

65. Jailhouse Rock (1957) - Leiber and Stoller/Elvis Presley

66. Singles (1992) - Various

67. Manhattan (1979) - George Gershwin

68. South Park: Bigger, Longer and Uncut (1999) - Trey Parker and Marc Shaiman

69. Magnolia (1999) - Aimee Mann

70. Spartacus (1960) - Alex North



71. Pump Up the Volume (1971) - Various

72. Ragtime (1981) - Randy Newman

73. Tommy (1975) - Pete Townshend/Various

74. The Moderns (1988) - Mark Isham

75. Repo Man (1984) - Various

76. A Clockwork Orange (1971) - Walter Carlos

77. The Sweet Hereafter (1997) - Mychael Danna

78. Out of Africa (1985) - John Barry

79. Stop Making Sense (1984) - Talking Heads

80. Beauty and the Beast (1991) - Howard Ashman and Alan Menken



81. Local Hero (1983) - Mark Knopfler

82. Do the Right Thing (1989) - Branford Marsalis/Public Enemy

83. Crouching Tiger, Hidden Dragon (2000) - Tan Dun

84. Rushmore (1998) - Various

85. Merry Christmas, Mr. Lawrence (1984) - Ryuichi Sakamoto

86. This Is Spinal Tap (1984) - Spinal Tap

87. The Long Riders (1980) - Ry Cooder

88. Waiting to Exhale (1995) - Babyface/Whitney Houston

89. Jackie Brown (1997) - Various

90. To Kill a Mockingbird (1962) - Elmer Bernstein



91. Hedwig and the Angry Inch (2001) - John Cameron Mitchell

92. The Piano (1993) - Michael Nyman

93. The Virgin Suicides (2000) - Air

94. Planet of the Apes (1968) - Jerry Goldsmith

95. Good Will Hunting (1997) - Danny Elfman/Elliot Smith

96. Above the Rim (1994) - Various

97. Nashville (1975) - Various

98. Beetlejuice (1988) - Danny Elfman

99. One From the Heart (1982) - Tom Waits/Crystal Gayle

100. Blue Velvet (1986) - Angelo Badalamenti