Sculpted in a mode germane to film music, the methodology presented is an adaptation of Lawrence Ferrara’s eclectic methodology, from his Philosophy and the Analysis of Music: Bridges to Musical Sound, Form, and Reference. An analysis of Randy Newman’s score for Avalon (1990) utilizes the method as a systemic reporting of the three levels of musical significance: sound (as sound-in-filmictime), form (the sound in terms of form, i.e. syntax), and sound as the grounds for references or associations. This methodology provides a system by which the composite levels of musical and filmic significance may be disclosed, and uncovers the way they elicit a response to their multi-level interactions. The methodology creates bridges that connect and ground musical sound, form, and reference.