WARNING: The following article contains spoilers for Ratchet & Clank 3)

I’ve never really found any music from the Ratchet & Clank series to be particularly memorable. Their soundtracks have never been bad but they were clearly designed to be more atmospheric; they’re the kind of music you can enjoy in the moment rather than independent of the game. As you can probably guess by now, there is one exception – the boss battle music that plays during the fight against robot pop-star Courtney Gears.

What I love about this track is that, at first, it sounds like an actual pop-song that you could very easily have heard in the mid-2000s. But it quickly takes on a much more sinister tone, with eerie, synthetic thumps accompanying it, as well as those stereotypical alien “woo-ooo” sounds (I don’t know what they’re called but you know what I mean, right?). Aside from helping it fit in with the game’s sci-fi aesthetic, it makes the music actually threatening, helping it match Gears’ villainous status and antagonistic attitude to Ratchet. Yet it still manages to sound like you could dance to it. Hell, during the fight, Gears sends her back-up dancers to attack you which fits.

What’s particularly cool about this song is that it’s actually a remix of a pop song that Gears herself sang in a previous cutscene. While it lacks the ominous nature of the boss track and fits the pop genre much more, it’s still kind of intimidating because of the lyrics and its intent. Titled “Death to Squishies,” the whole thing is propaganda meant to spread anti-organic life rhetoric and help fuel Dr. Nefarious’ goals to make machine lifeforms the dominant species in the galaxy. But, damn, you can’t help but tap your toes to that tune, right? It’s actually kind of funny how jarring the disconnect is between the two.

Horrid denotations aside, this is still a pretty fantastic track that only makes a boss fight with a robotic parody of Britney Spears all the more memorable.