|This article is written from the Real Life point of view|
- This article is about the second theme. You may be looking for the first theme.
Tallon Overworld starts playing once Samus Aran acquires the Spider Ball upgrade. It permanently replaces Planet Tallon IV and serves as a less cheery, more melancholy theme as the planet is no longer shown to be the lush paradise that it initially appeared to be.
Much of this theme is dark and atmospheric, with chords that progress chromatically downward. Occasionally, a flute-like synth instrument will play melodies that shine through the low tones. One of these melodies is shared with the theme performed by a low choir in Chozo Chapel of the Elders. It can be heard here: 
This theme was later remixed for the Tallon Overworld Pinball table in Metroid Prime Pinball. This version sounds similar to the original, albeit with lower-quality instrument samples for the Nintendo DS hardware. This has the side effect of making the song sound brighter in tone due to higher-pitched instruments. This remix is also abridged, cutting out the second half of the original song. This version can be heard here: