B3313 OST - Eel Graveyard

A distorted rendition of Dire, Dire Docks which plays in various areas of the B3313 Super Mario 64 rom hack. It most notably plays in the "Eel Graveyard".
Link to hack:
• Video

[@xSephironx]

Wow, really, I know it's not that big of a deal but like... Imagine how different the world was when these models were made. Sure the romhack is new, but most of the content inside of it was made by 15-20 japanese men working late hours on old equipment from 1993-1996. I can just imagine, one man staying after hours to finish modelling that giant eel hunched over a silicon graphics computer running a proprietary japanese modelling software (nichimen), the warm fluorescent lights hanging above illuminating his desk. Grey plastic CRTs. Lost sleep and missed vacations, lots of passion for what was considered just a toy for children back then

[@deathound]

Not only just a toy. Sure, to some, but to most it would define a childhood. It would bring fond memories kids and nostalgia to those in the future. Honestly, to make a game such as Mario 64, I wouldn't mind missing vacation and having sleepless nights to make something that many would enjoy and love for years upon years, even to this day.

[@Ustaleone]

@@deathound yes, but he meant that is was being considered that by modern society, and it was back then even if thousands/millions of children felt otherwise. It was definately one of the greatest games ever made for me, I was about 5 or 6 when it came out so I can't even describe the feeling, it's my favorite mainline Mario game of all time (not counting Yoshi's Island which is also magical). It's a good thing that games are getting more respect nowadays with awards and recognition almost in the same league as movies. The people who make the games and even the soundtrack get a lot of credit these days (especially for Nintendo games).

[@1gnore_me.]

wow this was really beautiful

[@Nausicaafan-go6lq]

All those forgotten memories of the hard work the people at nintendo japan did back from 1993 to 1996... what a beautiful and chilling observation.

[@ManoredRed]

@@Ustaleone To be fair, games are also making more money than movies =)

[@Pixelcraftian]

this song makes me feel at home, i don't know what the b3313 team was doing, but they made the perfect rendition of dire dire docks, i love it.

[@thenuke1227]

no comments? damn

[@BryanMorris-yc8iq]

"I don't know why, but when I'm here, despite all the dead eels in this wasteland, I feel... safe. Like, I feel as though, if I am ever attacked, the spirits of these ancient beasts will jump to my aid and protect me. When I go here, I feel hopeful. Do you feel hopeful?" -Unused dialogue intended to be spoken by a Toad NPC

[@lampent5130]

this sounds dangerously calming like this is what plays as i'm passing out from blood loss

[@SamuelAdams0]

damn that’s dark

[@SonicMaster519]

@@SamuelAdams0 not really

[@Shosholegbt]

@@SonicMaster519it’s red

[@Master5p]

After the eel bites you

[@ZeVzOOv]

Reminds me of that moment in ddlc with yuri and the knife.

[@SKOT_3]

The lore you can take out of this stage. It's unsettling, it feels like a dream. Pretty sure you can see the background of wet dry world too. This hack is just amazing.

[@ILikeMakeBelieveUnironically]

Yes, you can, my camera glitched when i entered and i saw the skybox through the cave walls. It is amazing.

[@Trimint123]

@@ILikeMakeBelieveUnironically You have the wrong Graphics Plugin. You may wanna change that.

[@Shosholegbt]

@@Trimint123no it’s you who is useless

[@harrietr.5073]

And for a creepypasta, all this work by the team at B3313.

[@ShockInazuma]

Welcome to the Eel Graveyard, traveller. This is the final resting spot for many Eel. Do not worry. These weary souls will not awaken. Take your time and rest here for as long as you need.

[@ZeroUnhope]

but then turns out that they actually awaken...

[@ascuolaconale5537]

@@ZeroUnhope AAAAAAAA

[@perrykv7312]

That's what they say until the biggest of them all awakens from death after following a set of very complex steps in order to trigger a secret boss 💀

[@thegrandestgoon5113]

Without the context of the romhack, this song kinda feels like what coming to terms with lingering melancholy is. It’s like some kind of sad, benign fear in the back of your mind that’s been lingering for ever so long, and you’ve finally learned how to accept it for what it is, and move on. It’s a bittersweet thing, and I think about it a lot.

[@user-TheTrueGibly]

eventually you are to run out of energy in the eel graveyards and stop moving, hoping your sleep will be a temporary one, it might be. it might be.

[@elementallobsterx]

@@user-TheTrueGibly almost cried

[@redrobin2005]

This is exactly what this song has become for me. My cat, Tatertot, has a urinary blockage and there's only so much more time for him to live. Considering his constant pain, he will probably have to be euthanized. I don't want him to hurt anymore. But I've come to realize the only way to help him is to let him go.

[@Falcon15x]

hi goon

[@thegrandestgoon5113]

@@Falcon15x nuts

[@KaaneDragonShinobi]

How the notes sometimes cut off from their reverb and immediately hit the next, how messy the arpeggiation is, how sparse silence is right behind what should be a warm-sounding instrument. Everything just screams that something is wrong.

[@CoffeeGremlin83]

I REALLY like this rendition of Jolly Rodger Bay it feels very sad and melancholy but peaceful and relaxing at the same time

[@lolbalolbab]

Roger*

[@hri7566]

@@lolbalolbab Dire, Dire Docks*

[@Beni_dude30]

Abdullah and hri, really?

[@hri7566]

@@Beni_dude30 don't blame me, i didn't start the necro

[@minixlemonade2335]

Meryl Strife is that you?

[@computermariobross]

Oddly calm. I feel like this could calm someone's nerves if they're tense and unnerve someone calm. It's weird. This hack ROM is weird. And I love it.

[@Mordecai02]

It brings tension to a set value of 22. Doesn't matter if it was previously 6 or 87 or what.

[@Mazerwolf]

I don’t know how people find it tense, it puts me directly to sleep

[@Mazerwolf]

To each their own though

[@Trav0103]

Been searching for the DDD music in this soundfont ever since I played B3313 yesterday. I was awestruck when I landed in this level and treated to this song. Truly feels like a fever dream, but in the best way. Thank you for your uploads of these songs!

[@tomnuke9122]

I'm glad to share the experience. I can only hope for another update to this fantastic hack.

[@Beni_dude30]

@@tomnuke9122 I also love dry town.

[@EricMcNugget]

I think this is more relaxing than unsettling

[@theredguardowen8083]

Personally I find it to be a bit of both

[@iamdamosuzuki_]

For my money this is the best song in the whole game. It’s so otherworldly and gorgeous

[@loxnbagels9196]

Me when I first heard this song: Finally, a calm and chill place! Me when I saw the 12 Unagis: *Go back go back I've gone too far*

[@legendgames128]

Because they alive or dead?

[@loxnbagels9196]

@@legendgames128 that they don’t move but still hurt you. And there’s a lot of them. At least from what I remember

[@dachel683]

@@legendgames128 seeing this is call "eel graveyard" I think it's fair to assume they're dead

[@iprobablysuck9107]

The real horror is what killed 12 unagis

[@upscale9109]

​@@iprobablysuck9107 if it's not old age that killed the unagis then I am never going into water ever again

[@Lachrymogenic]

I absolutely adore these chords, especially when slowed.

[@Infectiousmetal]

Fuck yeah, about time someone upped the OST.

[@dakumata]

Why does this feel something like the final scene of The End Of Evangelion lol

[@mace4978]

because it feels like a sorrowful ending

[@mace4978]

and because of rocky low polygones sticking out of thr water

[@Hazgoblin]

replace the eels with tposing MPEs and you have your answer

[@somerobloxdude3699]

I found a comment on a video on how to find this level and it says “The End of Eelvangelion” just thought to put it in here cause why not

[@jdogmcfly1712]

Even in music box form it's such a beautiful song. May even like this version better.

[@capybara6997]

I find this song more beautiful and soothing than creepy tbh. It makes me feel nostalgic

[@luna454BB]

This whole game is a big insane fever dream, and amongst all the chaos is this. This song brings me an indescribable calmness. not sure what it is about lullaby sounding tracks from games but they bring me peace. Thank you for putting this track up

[@FullArcher05]

Really sounds like a lullaby, a haunting yet peaceful lullaby.

[@joeywomer]

This is so peaceful and yet bone chillingly creepy at the same time.

[@NummyGD]

The first time I heard this was in the JRB-secret-star-looking level covered in a red haze. Something about the aesthetics of that level with this music just… hit different. An unusual combination, yet one that for some reason felt perfectly made for me

[@romeoalpha1116]

Dunno if I said it before, I don't remember much: I recall hearing somewhere, someone said it sounds vaguely like those final few moments of consciousness before drowning. I can see it. The panic is over, you're dead. It hurts a ton but all you can do is cling to the last inches of life you have left. Those memories you cherish returning to comfort you. I see more so that this is really nostalgic though. I never played Mario64; I was a PS1 kid - even then I was late (2006). But it certainly reminds me of that era both childhood, and gamewise. Your parents working day and night to get you something nice for a special occasion. I specifically am reminded of a Birthday I had when I still had childhood friends. Everyone coming over, faffing around. One by one, they go home. Then those moments afterwards of feeling sad that it's over. It's specifically that after part it reminds me of I guess; you had a good time, and it's over. Then you get one final gift: For me it was a hand-me-down PS1. I recall playing the fuck out of it, then getting a PS2 and playing that until it broke. I miss it dearly. It's those two things: the PS1 and that Birthday, that always get me and make me feel grateful for everything I had. You can't and won't ever have them again. You're an adult now. Doing boring adult stuff, "responsibility". It's boring. Working, worrying about finance. You have no time anymore. Just these memories, of a happy childhood you'll never have again. I guess it's a long winded way of saying "Good times". God, I love B3313 for this reason. It reminds me - specifically this song and a few others - of the childhood I had, and how my teen and adult life pales in comparison.

[@ILikeMakeBelieveUnironically]

This also makes me feel nostalgic, but in a weirder way. Like, early childhood scrambled memories kinda way. When i was younger, i used to watch random stuff at my grandpa's PC, including Mario 64 walkthroughs, so i'm nostalgic for it even without playing, and i remember learning how to emulate it when i was 8. Makes me remember watching some random person play Mario 64 while eating cookies, being dumb and feeling bad less often than i do now. That's how i remember it beyong the brain fog.

[@minixlemonade2335]

Who says you can’t have those things again? Kids have school and a shitload of homework too. Being an adult isn’t much different in that regard. Just replace school with work. There’s still so many memories to be had.

[@BAzzaRProductions]

@@minixlemonade2335 School is so much better than work. At least with school you get recess, summer break, and actual friends lmao And sure, but those memories will never compare to the ones you had when you were younger. And most memories you have as an adult will not be good ones anyway (especially in this day and age) Remember, there's staying positive, and then there's lying to yourself.

[@minixlemonade2335]

@@BAzzaRProductions Lol, what 5 minutes of recess, even you even get one? There's plenty of jobs with summer breaks too. And you can always take time off work for friends. And even if you don't, work ends at 5 whereas in HS you got a shitload of homework to do all night. In college I barely ever had free time. Lots of kids say high school was really really hard too. Not to mention all the bullying that happens in HS. Some jobs are crazy too, but not all of them. Ask anyone how fondly they loved their school experience in a school full of cliques and bullies, I'll tell ya not much. Most people describe their middle school years as the worst in their life, I'd have to agree to that too. And who the hell is still friends with people from elementary? Bullying happens there too. Bold of you to assume you have a bunch of real friends in primary school. Most kids talk to you at school and that's it. And who's to say they won't compare? You're burning a bridge before you even cross it. You can do all the things you did back then. All that's stopping you is yourself and societal expectations. There's so many kids with bad childhoods out there and we've deluded ourselves into over-romanticizing childhood which makes us stop making the most of now. I'm young adult. I'm not a child but I'm still hella young, basically a child. Remember, there's being realistic, and then there's lying to yourself. I hear ya man, I've been at that mindset myself. And maybe those things won't happen. But you don't know what tomorrow brings and there's no use being pessimistic when who can say what will happen.

[@robin9793]

Getting this vid recommended literally made me look up the romhack, this is incredibly atmospheric in the most unsettling way I love it

[@crisgore1213]

I dunno, but at least in my experience playing this hack and entering to this stage was unsettling af. Something about those giant creatures, lying there, is so terrifying

[@persona_totalmente_alazar]

I dont know if im feeling melancholic,sad,nostalgic,relaxed or all of the above,but i love this theme

[@ManoredRed]

Eel graveyard. If those dudes want to give people nightmares, they got the right stage concept =)

[@ecstaticwooper368]

I can't tell whether to feel comforted and nostalgic, sad and mournful, or at peace with imminent death. 10/10

[@charlie891]

i think i posted this a long time ago and it got lost or something, or the video i posted it on got taken down or i may have deleted it myself or something, but this song reminds me of an old friend, who i hurt and who i miss dearly but i know i can never talk to them again. he absolutely adored mario, and whenever i see anything mario related i always get that pang in my heart of guilt and sadness. even the colour purple in general, which he also loved. it wasn't a perfect friendship, i don't think he ever really liked me that much, but he was one of the first and only people ever to show me a kind of real raw compassion that made me feel valued and safe at heart. i remember after one rough day, we were talking and then he said "i love you" before going to bed. after i read it, i just sat and bawled my eyes out, those kind of rare and aggressive tears that only come once in a long long time. moving on is hard, but i'm doing it. but every now and then it hurts like hell. i miss my friend. i see him at college some times, and we both have this unspoken vow of just avoiding eachother, and it's what he wants. and if that's what he wants that's what it'll be like. if he doesn't want to know me anymore, that's ok, but my god i just miss him. he is a one of a kind person and i truly hope he's ok and happy. i came back here because this week it's been exactly a year since we stopped being friends, i just wanted to reflect and remember. d, i know you'll never read this, or even if you do you probably won't like it, but i hope one day i can know you again. i know i can never erase my mistakes and how poorly i treated you, but i can confront them and learn from them and grow in a better direction. i know we'll never be friends again like we were, but i can't bear knowing i can never make it right. perhaps it'll remain unresolved forever, or perhaps we'll talk, one last time. or maybe it's already resolved in that we'll never talk again and i just can't bare to see it through my guilt. whatever the case is though, i am sorry. i still care about you, deep down, and i hope your life is as wonderful, warm, and as genuine as you. goodbye.

[@ILikeMakeBelieveUnironically]

I kinda get you, in a similar situation, hope you get to talk again.

[@Goresaka]

i wanna go back in time to the early 2000s when i first found my uncle's old N64 in my attic, alongside a few mario games (including SM64), and replace the SM64 cartridge with an exact replica, but instead it's B3313. then again, B3313 is such an insanely large romhack, that i doubt that an original N64 could actually handle it, but one can dream.

[@CometMedalChavez]

Maybe the N64 could handle B3313 if it used discs instead of cartridges. You can fit a lot more on a disc than a cartridge, that’s why other consoles from that era had discs.

[@holycannoli-ny1vf]

@@CometMedalChavez if he had an n64dd he could've handled it maybe...

[@EthanAndTails]

This legit looks like a version of the song that can be heard in one of those 64 DS minigames

[@elementallobsterx]

Exactly. A music box rendition

[@SKOT_3]

That was a music box version of the Super Mario Bros underwater theme, so i guess it's the same for Dire Dire Docks here.

[@BtownFun]

Oddly calming and brings back warm memories of playing this game as a child. Love you SM64

[@TheBonkleFox]

Is this that "Eelvangelion" I've heard so much bout?

[@realsquirrelhours565]

This area freaked me out so bad when I found it in that bizarro Jolly Roger Bay. The music combined with the still Unagis just gave me the worst vibes.

[@SKOT_3]

One of them is scary enough. Several of them, standing still with this music playing? God it's terrifying.

[@realsquirrelhours565]

@@SKOT_3 Yep, exactly how I felt right here. The other scary thing that happened to me was this trap door I came across similar to the Bowser halls, but with Peach's portrait that led to a texture that looked like blood that sucked Mario into it like quicksand. Was thoroughly disturbed by that.

[@SKOT_3]

@@realsquirrelhours565 The only jumpscare i got to was funny enough the other eel one. After a long hallway you see a star in the dark but it ends up being a fucking eel popping up, it scared me the first time.

[@realsquirrelhours565]

@@SKOT_3 That one made me jump lol, I forgot about that.

[@Super_Suchi]

I actually first came across the music in the altered jrb secret room so I don't find it as creepy

[@triplecrosscounter]

This literally feels like what would play when I'm on my deathbed living in my last moments before all life fades from my body.

[@Bowy3]

To quote myself when I first got to this area in 0.7. "Game, you're suppose to be trying to scare me, not make me fall asleep"

[@CometMedalChavez]

This version of the music actually gives me goosebumps. It’s so beautiful yet so haunting at the same time. Like you just entered Dire Dire Docks/Jolly Roger Bay, but something’s not quite right about it. Something feels off. Like it doesn’t belong. Or… is it even JRB/DDD? Could it actually be a whole new watery world entirely? It also gives me vibes of laying on your deathbed, thinking about your entire life leading up to your final moments, and taking one last smile as you pass on.

[@kaizu-semidemon2333]

When i found this stage? I felt something inside like going back to my childhood with Mario 64 ds... Its calming

[@angelzavala2254]

I'm just imaging a fox sleeping on it's tail with this song playing

[@wyalex015]

Gives me “suffocation” vibes, like the song that would play in your mind as you’re just about to die. It’s terrifying because you know it’s only a matter of time before you finally perish, but still a relaxing tune that somewhat lessens the fear.

[@pinaheart_]

This song makes me feel like I'm in a deep dream from many years ago, lost in nothingness, no worries or feelings other than calmness. It feels like if this was the ost for a long forgotten dream from my early childhood, back when I didn't have to worry about anything, or think about what will I do tomorrow, it's a weird feeling, but a good kind of weird if that makes sense.

[@gorway6807]

Good god I’m so happy someone uploaded this

[@QuixDaidouji64]

Welp I guess I would say this Jolly Roger Bay = Vanilla SM64 theme Dire Dire Docks = SpaceWorld 1995 theme The Secret Aquarium = B3313 theme (aka this one)

[@lampoilsalesman]

it evokes to me fake happiness. like, being in a insidious but happy place. cool music.

[@bottledpoe]

This music is like a dream... Like when you dream of mario 64 as a kid, you would hear this

[@meta5675]

I feel like i could fall asleep to this tune

[@snitchesarecoolyeee9453]

To think I now associate this calm music with such an evil personalization ai

[@robin9793]

Whenever I die and rise from my grave I'm deffinitely blasting this for ambiance

[@AlexSM64YT]

This sounds like a weird version of psyche out but with a music box.

[@babxie]

i’d listen to the fuck out of this if it were on spotify

[@OneWhosVeryBored]

There's negative emotional aura with Wet-Dry World and then there's pure unfiltered sadness and fear with this. Seeing these creatures that roamed and traumatized many children who played the original Mario 64 over the years both inside the ship and in that tiny hole in Jolly Roger Bay, suddenly completely lifeless and static, is truly something horrifying, and as someone who's favorite trope in fiction is "once seemingly powerful thing is beaten by a force greater than anything before", I absolutely adore it. That, combined with this song, a slower, more twisted version of Dire Dire Docks, that also feels nightmarish in the sense of "you wake up from a bad dream at 4AM and you remember all of it for a short while when you wake up", and the countless other unsettling tricks that this game plays on the Mario Brothers, shows that this game is.. different. When you play it, you're not playing with any ordinary Nintendo Power. B3313, and by extent, Nintendo's true power... is playing with you.

[@elka19215]

this song makes you calm, and yet it still makes you remember bad stuff.

[@jasminerodriguez5001]

This makes me feel like I’m swimming in an endless maze of flooded tunnels, slowly drowning.

[@Polychi1998]

Tumbling Down…

[@PKSkyler]

Music is fine but that area is terrifying. Reminds me of the last areas in Ecco The Dolphin, such as the machine or the pure black vs the alien queen...or the weird areas in 3D Ecco....

[@Spongyboi897]

This rom hack and Sonic Dreams Collections gives me a feeling that I cannot describe

[@benjaminvance8142]

The music is very calming, but I would find the Eel Graveyard unsettling

[@Vitsunne]

Out to pick a bunch of flowers where the giant clock chimes and the garden cries

[@swatchbox6789]

Dozing off just listening to this.

[@pythoncoder2553]

This hits different

[@Nausicaafan-go6lq]

It's like reliving lost memories from 20 years in the past... memories from both the Japanese production team, and the players back in 1995 and 96.

[@JivaDs1]

puedo prometer que alguna vez pensé que dire dire docks se escuchaba así originalmente, hace muchos años atrás cuando era muy pequeño, pero nunca resalte el detalle de que había cambiado con los años, solo porque juge mario 64 por años y mas de una década de forma continua, y no me di cuenta del cambio, que de echo solo es producto de mi imaginación por mesclar dire dire docks con el instrumental de las plantas pirañas durmientes, un simple efecto mándela y que no es tan efecto mándela, pues es de algo que siempre estuvo conmigo y en los pequeños ratos en los que me distanciaba del juego sonaba diferente, sonaba así

[@DragonKnightFire]

Are you going to upload more of the soundtrack?

[@404waffles]

is this just a slowed version of the water theme on the piranha plant lullaby soundfont

[@Dylanimado]

It's like a dream.

[@greenD7244]

Can you upload the song that plays in the Hazy Maze Cave Desert variant?

[@tomnuke9122]

tbh I'll be uploading songs as I discover areas 😂 I definitely will.

[@tomnuke9122]

It's finally up ☺

[@tomnuke9122]

kzbin.info/www/bejne/lYObfaR4jN-DoNU

[@greenD7244]

@@tomnuke9122 Thanks man

[@TheSuperCasual2914]

I just got the hack today, but I didn't hear it in this world. I heard it in a secret extended water-room with a tinge of red light coming from somewhere...

[@Infomaniac_Moment]

This song reminds me of Ship Graveyards for some reason.

[@SeggyCute]

This song should’ve played with Mario looking back at a tv screen, and on the other side was miyamoto starring back at his creation.

[@paolo2763]

That's a hell of a name for this section

[@nelly6016]

It sounds like a lullaby

[@IntensePuro]

One of the several beta crash handler sounds 0:36

[@MSX98FMDnB]

not creepy but rather very calm and peaceful

[@cloudtaker633]

The creepy nostalgia pond

[@ata2485]

the eels couldn't get recharged from the car batteries that was thrown in jolly rodger bay

[@unclepalo]

Is it just me or did anyone else dream of this exact level or something similar to it?

[@NoahsaturneScratch]

Damn this song is beutiful.

[@dont_count_on_it217]

B3313 is a fever dream

[@aaalicethegoat]

Alternative title: Unagi's Lullaby

[@summunkid]

i set this as my menu music in a game and now i cant unhear it as my menu music lol

[@ThatWeirdboi1015.]

Heh. I always liked this music when I was a kid. ?

[@Columpio515]

I swear, every time I hear this, it sounds slightly different from last time

[@laalpattharkedevata]

Oh my god im gonna fall asle-

[@WGY_Games]

🦀 The Eels are Dead 🦀

[@Adrastos164]

Amigooooo!!!!! Me estoy jugando esto y está música Cómo para relajarse en un lago y flotar Buen rom hack... Y pensar que tomaba de fumados y raros los tipos de las teorías xD

[@sonicelchorizoconuntoquede4871]

Efectivamente.

[@anonymousanonymous9791]

Me encanta Kuromi

[@mahesk4241]

This creeps me out

[@rafagtavc2489]

Idk but in crying

[@niwi7642]

This place gives me End of Evangelion Vibes tbh (The Scene with the big red Ocean at the End)

[@mario927265]

feels like the end of evangelion poster

[@Bigman-ee5fk]

The eel of eelgeion

[@milesium-487]

I didnt expect you to be here

[@NikitaZimonja]

Evang*eel*ion

[@TheAbsol7448]

This gives me some serious FF7 vibes.

[@ranger5274]

kino

[@WoobinTheScrub]

soul

[@osman19037]

Kenos

[@HexPerplex]

This reminds me of DSaF

[@TheMk1thomas]

This is a slow version of Jolly Roger Bay with Piranha Lullaby instruments

[@rafagtavc2489]

This looks like donut PLAINS 95 a great and cute músic but scary At the same time

[@Ambush_TheAmbusherYT]

Who came here because of this being trial ?/1's ost in Roblox BB/Bloody battle?

[@absollnk]

This song sounds like youre dying but its okay

[@Theredbiredbochannel2]

you can barely here water sounds in the background

[@AyaneOfDeath]

This is Nightmare stuff

[@EternalSeabed]

This romhack is basically just Yume Nikki with Lore