After building a reputation for retina-rattling music videos including Radiohead's "Karma Police" and UNKLE's "Rabbit in Your Headlights" in the 1990s, Jonathan Glazer has charted a fascinatingly perilous career as a feature director over the last 14 years. The British filmmaker followed up 2000's brilliantly foul-mouthed crime drama Sexy Beast with 2004's Birth, an unsettling meditation on loss that drew controversy for both its frustrating narrative tics as well as a notorious bathtub scene between Nicole Kidman and an 11-year-old boy. 

His third film, Under the Skin, which arrives in American theaters this Friday, heads into even more challenging territory. Loosely based on Michel Faber's 2000 novel of the same name, the quasi-thriller follows an alien occupying the form of a young Scottish woman played by Scarlett Johansson in a cheap wig and heavy makeup. After capturing and grotesquely murdering a multitude of men for sustenance, the foreign body starts to sense its human self and feel the pangs of consequence. Visually intense, the film carries moments of beauty, brutality, and pure obfuscation: There's very little dialogue uttered during Under the Skin's 107-minute runtime, and Glazer's unconventional shooting methods—many of the "victims" captured by Johansson's character were non-actors whose exchanges with the well-disguised star were shot on hidden cameras—give the film a uniquely roughshod feel. 

As recently chronicled in The Guardian, the decade-long process of making Under the Skin was arduous and mentally taxing for Glazer; there were endless plot reconfigurations, including a scrapped narrative involving aliens masquerading as Scottish farmers that at one point had Brad Pitt attached to star. "The creative process for this film was immersive and exhaustive," Glazer tells me during a recent phone conversation. "And talking about it is weird, because when you're making a film, part of you thinks it’s not going to see the light of day. It's almost as if you're making it for yourself."

While the behind-the-scenes struggles aren't easily sensed while taking in Under the Skin's chilly, inhuman atmosphere, plenty of on-screen tension is provided by Mica Levi's mesmerizing score, which is now playing in full via Pitchfork Advance. Levi is best-known for her work heading up build-and-break avant-popsters Micachu and the Shapes, but her work for Under the Skin is something else entirely. The strings sometimes resemble nails going down a universe-sized chalkboard, screaming with a Ligeti-like sense of horror; elsewhere, they endlessly drone in a gaping vortex, like Vangelis' iconic Blade Runner score dipped in turpentine.

"Mica is very insightful and intuitive," Glazer gushes. "We had a lot of discussions about what sounds might work and what wouldn’t, and when we heard the ones that sounded right, they became the language for the film. All those bendy and stretched notes just felt correct. It came half from the heart, half from the head."

Levi joined the project in April of 2012, after Glazer's music supervisor Peter Raeburn played his director part of Micachu and the Shapes' 2011 live LP with the London Sinfonietta, Chopped & Screwed. "[Raeburn] played me some [known] film composers, but I thought this film would require a new voice," says Glazer. "I heard ten seconds of [Chopped & Screwed] and said, 'Stop the tape, use that.'" 

"I didn't expect anything from it, really," Levi sheepishly says of the opportunity to work on the film. "It felt really far-fetched—I might as well have been auditioning for fucking modelling." Still, she and Glazer took to each other quickly as creative partners: "His obsession was striking to me. He's a nice bloke—I certainly didn't think he was a wanker."

Keeping in line with the film's tendency to embrace the vague and unknowable, Levi's work on Under the Skin began immediately and without much definition: "I was shown into a room and shown the film, and then I started working on it. I didn’t even know I had the job even months in, really." Along with Raeburn and a group of musicians, including Micachu and the Shapes drummer Marc Pell, Levi worked on the film's score over a ten-month period, which included a heavy presence in the editing bay as Glazer shaped the final cut of the film to fit the thrilling sounds she was composing. 

"The approach that [Glazer] took to making the film meant that everyone was throwing things at it, and the film was either chewing it up or spitting it out," Levi says. "Honestly, when it was finished, it felt like it was only because somebody in charge said that it had to be."

Levi applied liberal amounts of her homemade warping process to the music, accentuating its stretched-out, black-hole vibes. "I like the way that it perverts your comfort and your reality," Levi says of the sound-manipulation process she's relied on since her and the Shapes' auspicious debut, 2009's Matthew Herbert-produced Jewellry. "It’s a different kind of distortion to me—perverting sound into a different field," she says. The musician got in so deep that she had a tough time shaking the film's eerie images—bawling babies, desiccated human husks, disfigured faces—from her consciousness: "I dreamed about the film every night while we were working on it and didn't stop until about six months ago. It was really fucking weird." 

Pitchfork: How do you perceive the music corresponding to the actions of the film's alien protagonist? 

Mica Levi: It felt to me like she was a detective, like she was figuring something out. She’s on the hunt. Ideas of strip-club shit made sense to me, in terms of thinking about sexiness and perversion—so slowing things down and speeding them up seemed right.

Jonathan Glazer: The sounds featured in the music are indistinguishable from one another—it's hard to tell where one sound ends and another one begins. Everything’s very woven together. The music is very much the blood of the film, to the point where it’s hard for me to think of the two entities separately. I still haven't sat down and listened to the score separately from the film, but I'm very much looking forward to doing that.

Mica Levi; photo by Steven Legere

Pitchfork: Despite the score's general amorphousness, a few distinct themes arise from it. How do they correspond to the film?

ML: The music featured in the beginning of the film is complex and slightly sophisticated; it’s supposed to feel like a life form you can’t quite understand, but it's carrying on relentlessly, like a beehive. In the void where she drags the men down into, she seduces them over this music that’s kind of fake-sounding, almost like she's putting on makeup—it gets sadder, it runs out, it loses it steam, it gets darker, and then it comes back and hits her. Experiencing emotions, for her, are rushes of strong feelings that freak her out and start to make her feel like a human, and that develops into another musical theme.

JG: As the film moves along, there's more silence because there's fewer narrative reasons for using music. It becomes about embracing the real sounds of the world: rain, wind, and everything else that she’s starting to experience.

Pitchfork: What are some film scores that you admire?

ML: I can't say I’m a film connoisseur, but I’m getting much more into it. I actually prefer films that don’t have any music in them. But I enjoyed the music in Ghost in the Shell, and Disney films I saw as a kid—the way the music works in those films is in my fucking body. 

JG: I love George Delerue's work on Le Mépris, and some of Michel Legrand's work, which is beautiful. I love great film scores. It’s a great art.