Lana Del Rey. Disney. Those two things didn't exactly scream "perfect match" back in 2014. One was the queen of "Sad Girl" indie pop, known for singing about Pepsi Cola and dying young in the Hamptons. The other was a multibillion-dollar mouse house built on sunshine and happily-ever-afters. But when Lana Del Rey Once Upon a Dream dropped as the lead single for the Maleficent soundtrack, it felt like something shifted in the cultural zeitgeist. It wasn't just a cover; it was a total reimagining of what a Disney song could even be.
Before Lana got her hands on it, "Once Upon a Dream" was a waltzing, Tchaikovsky-inspired melody from the 1959 animated classic Sleeping Beauty. It was light. It was airy. It was about a girl dreaming of a prince. Lana took that and dragged it into the shadows.
She turned a lullaby into a ghost story.
Honestly, the brilliance of Lana Del Rey Once Upon a Dream lies in its restraint. She didn't try to belt it like a Broadway star. Instead, she used that low, smoky register that makes you feel like you're trapped in a velvet-lined room at 3:00 AM. It was the perfect marketing move for Maleficent, a movie that asked us to reconsider the villain’s perspective. If you’re going to tell a story from the point of view of a misunderstood dark fairy, you need a voice that sounds like it’s seen some things.
The Haunting Mechanics of the Track
Let’s look at the production because it’s weirdly sparse. Most movie tie-in songs are overproduced to high heaven. They’ve got crashing cymbals and 80-piece orchestras trying to blow your eardrums out. This one? It’s mostly just a droning, atmospheric bed of sound. There’s this echoing reverb that makes Lana sound like she’s singing from the bottom of a well.
It’s moody. It’s thick.
People forget that Angelina Jolie actually hand-picked Lana for this. Jolie, who produced the film, was reportedly a huge fan of Lana’s aesthetic. She knew that the song needed to bridge the gap between "innocent fairy tale" and "vengeful tragedy." When you hear Lana croon the line "I know you, I've walked with you once upon a dream," it doesn't sound like a romantic promise anymore. It sounds like a threat. Or maybe a memory of something that died a long time ago.
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That’s the "Lana Effect."
She has this uncanny ability to take Americana and classic tropes—the biker, the starlet, the princess—and peel back the skin to show the bruises underneath. By the time the song peaked on the charts, it had redefined how studios approached soundtracks. Suddenly, every trailer for a horror movie or a gritty reboot started using "creepy slow covers" of pop songs. You can basically trace a direct line from Lana’s Disney cover to the dozens of haunting versions of "I Started a Joke" or "Smells Like Teen Spirit" we've heard in cinemas since.
Why the Fans (and Critics) Actually Lost It
At the time, Lana was still dealing with the aftermath of the Born to Die era. Critics were still debating if she was "authentic" or just a construct. Lana Del Rey Once Upon a Dream kind of settled the argument. It proved she wasn't just a vintage aesthetic; she was a specialized vocal stylist. She could inhabit a character.
The song premiered during the 56th Annual Grammy Awards in a sneak peek trailer. Social media—well, Twitter back then—was essentially on fire. You had the Disney purists who thought it was too dark, and then you had the "Lizzy Grant" stans who realized this was the high-fashion, high-concept peak of her career so far.
- It stripped away the 1950s optimism.
- It emphasized the "trance" aspect of the original Sleeping Beauty story.
- It leaned into the "dark forest" vibes of the Tchaikovsky roots.
The track didn't just sell well; it became a mood board staple. Even now, over a decade later, it’s a go-to for "Cottagecore" fans who have a bit of a gothic streak. It’s one of those rare instances where a commercial tie-in feels like genuine art.
The Impact on the Maleficent Franchise
Without this song, does Maleficent work as well? Probably not. The movie was a massive hit, grossing over $750 million worldwide, and the music played a huge part in setting the tone. The song plays over the end credits, leaving the audience in that specific, melancholy headspace. It’s the difference between a movie that feels like a kids' cartoon and one that feels like a dark fantasy epic.
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Interestingly, the song didn't need a high-budget music video. The movie footage was enough. Lana’s voice did all the heavy lifting. It’s also worth noting that this was one of the few times Lana stayed almost entirely faithful to the original lyrics while completely changing the "soul" of the piece. She didn't need to rewrite Tchaikovsky; she just needed to breathe on it.
The Technical Side of the "Lana Sound"
If you’re a gear head or a music nerd, you’ve probably noticed the vocal layering. Lana’s team—often working with producers like Rick Nowels or Dan Heath—loves to double-track her vocals but keep them slightly "wet" with effects. In Lana Del Rey Once Upon a Dream, her voice feels wide. It’s not centered and sharp; it’s diffused. This mimics the feeling of a dream where you can’t quite pinpoint where a sound is coming from.
It’s also surprisingly low in BPM (beats per minute).
Most pop songs sit between 100 and 120 BPM. This track crawls. That slowness forces the listener to pay attention to the texture of her voice—the way she sighs into the mic, the slight rasp on the lower notes. It’s intimate and terrifying at the same time.
Some people still argue that the original Mary Costa version is superior because it’s "classic." Sure. But Costa’s version belongs to a world of white picket fences and 1950s gender roles. Lana’s version belongs to the woods. It belongs to the girl who realized the prince might not be coming, or worse, that she doesn’t need him to wake up.
What Most People Get Wrong About This Cover
The biggest misconception is that this was just a "dark" version for the sake of being edgy. If you listen closely, there’s actually a lot of reverence in the performance. Lana isn't mocking Disney. She’s leaning into the original Grimm brothers' darkness that Disney usually polishes away.
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Remember, the original fairy tales weren't exactly PG. They were cautionary stories filled with thorns, blood, and decade-long sleeps. Lana brought the song back to its roots by making it feel ancient. It doesn't sound like 2014; it sounds like it could have been recorded in a haunted castle in the 1800s.
Another thing? The "Maleficent" version actually charted on the Billboard Hot 100, which is pretty rare for a slow, atmospheric cover of a 50-year-old cartoon song. It reached number 5 on the Bubbling Under Hot 100 and was a massive hit on streaming platforms. It proved that there was a massive appetite for "Alt-Disney."
How to Experience the Track Today
If you’re going back to listen to Lana Del Rey Once Upon a Dream, don't just throw it on a crappy phone speaker while you’re doing dishes. It’s not that kind of song.
- Use Noise-Canceling Headphones: You need to hear the sub-bass and the tiny vocal fry details.
- Watch the Movie Context: See how it aligns with Angelina Jolie’s performance. The cheekbones, the horns, the voice—they all match.
- Compare it to "Young and Beautiful": This was Lana’s "soundtrack era." Comparing this to her Great Gatsby contribution shows how she can pivot from "tragic romance" to "dark fantasy" effortlessly.
There’s a reason why, even in 2026, we’re still talking about this specific cover. It was the moment Lana Del Rey became more than just a pop star; she became a mood. She became a genre unto herself.
To get the most out of the "Lana aesthetic" found in this track, look for the high-fidelity versions on Tidal or Apple Music. The compression on YouTube often loses the subtle atmospheric "hiss" that makes the song feel so vintage and tactile. If you're a musician, try slowing the original 1959 version down by 40% and adding a heavy reverb—you'll see exactly how the DNA of Lana’s version was constructed from the bones of the original. It’s a masterclass in transformative art.