Again addressing the films in chronological order, this chapter deals with the concept of ‘meaningful’ noise and its prevalent use in all of Malick’s films. Distinctions are made between ‘meaningful’ noise that remains entirely realistic and noise that is made ‘meaningful’ because it is somehow distorted—exaggerated, muffled, subjected to echo effects, etc.—to the point of being hyper-realistic or even surrealistic. Attention is called to specific noises in certain of Malick’s earlier films, to the noise of insects in Days of Heaven, for example, or the noise of clocks in The Thin Red Line; attention is likewise called to the spectacular scenes in Badlands and Days of Heaven in which the noise of fire is ‘muted,’ and to the climactic scene in The Thin Red Line in which the horrific noise of battle is suppressed. In a more general but no less significant way, attention is called to Malick’s consistent interest in the ‘elemental’ noises of wind, water, and fire, but the point is made that, although ‘elemental’ noises figure into all of his films, they are much more prominent in those films whose action for the most part takes place out of doors.