Late in the new film The Last Black Man in San Francisco, there is a sequence soundtracked by Scott McKenzie’s 1967 hippie standard “San Francisco (Be Sure to Wear Flowers in Your Hair).” But instead of using the cheeseball original version, director Joe Talbot commissioned a gorgeous cover sung by Michael Marshall, best known for his hook on the Bay Area rap anthem “I Got 5 on It.” For the revamp, Talbot also drafted Norwegian jazz artist Daniel Herskedal, whose tuba playing is meant to evoke the foghorns of Hunters Point, the historically African-American neighborhood where much of the movie is set. Like the film itself, the soulful cover is steeped in Bay Area specificity, built from unlikely inspirations, and born of a deep collaborative spirit.

The Last Black Man in San Francisco is Talbot’s debut feature and much of it was inspired by the life of Jimmie Fails, who plays the film’s main character, also named Jimmie Fails. The movie is ostensibly about Fails’ attempt to reclaim a Victorian house in the Fillmore District built by his grandfather, but really it’s about him trying to figure out his place in a city that’s in the final stages of an irrevocable identity change brought on by gentrification.

Talbot and Fails met as kids, when Talbot was, as he puts it, “the white kid that made beats for a lot of local rappers.” His longtime obsession with music is felt in the film through his inventive use of Jefferson Airplane’s “Somebody to Love” and Joni Mitchell’s “Blue,” but also in the hilarious cameos from San Francisco icons like the Dead Kennedys’ Jello Biafra, who plays a Segway-riding tour guide, and the rapper San Quinn. The Last Black Man in San Francisco is also bolstered by a score from composer Emile Mosseri, whose stirring pieces add depth to moments when victory is within grasp or when the realization of failure hits. Speaking over the phone about the details of his film’s sweeping soundtrack, Talbot says, “Music is the only thing that I think I love more than movies.”

1 King Jimmie 01:08
2 The Last Black Man In San Francisco 02:50
3 Bombing California St. 01:32
4 You're Not Better Than Us 01:38
5 "Black Alice in Wonderland" 01:19
6 San Francisco (Be Sure to Wear Flowers in Your Hair)
Daniel Herskedal, Emile Mosseri & Joe Talbot feat. Michael Marshall 02:52
7 A House, Haunted 01:01
8 I Got a Plan 00:49
9 Ricky, Get The Truck 01:07
10 Driving Home with Stolen Treasures 02:31
11 They Lost The House? 01:18
12 Rock Fight 1:10
13 The Last Black Man In San Francisco (Prelude) 00:56
14 The Last Black Man In San Francisco (Wounded Warrior) 01:31
15 A House, Haunted (Suite) 00:52
16 Whatever Gets You Through The Night 01:40
17 King Jimmie (Suite) 02:09
18 You're Not Better Than Us (Demo) 01:33
19 Doubting Thomases on Segways (Demo) 00:46
20 Montgomery's Theme 01:15
21 My Grandfather Built This 00:49
22 Filthy, Fishy Salt Water 01:01
23 Rock Fight (Demo) 01:19
24 You Sure They're Not Home? 02:15
25 San Francisco (Be Sure to Wear Flowers in Your Hair) [Instrumental] Daniel Herskedal 01:54
26 How I Met Mont Jimmie Fails & Emile Mosseri 08:39