The 4 Greatest Key Changes in Pop Music [Think Tank]

The 4 Greatest Key Changes in Pop Music [Think Tank]

Can you take me higher?

Stokes, What Becomes of the Brokenhearted?

While I’m sure that my fellow OTIketeers have mentioned some wonderful songs, I’m willing to be that there’s actually only one chord progression under discussion here, the classic “Cheese” or “Truck-Driver” modulation [update:  It turns out I was mostly right. Kudos to Bonnie Tyler for being original, and to Sisqo and The Foundations for supporting my argument].  I’m sure you know what I’m talking about, and if you don’t there’s a great description of it in this 1897 review of Also Sprach Zarathustra

“…At the end of the work, there is a modulation from the key of B to the key of C, that is unique, for the Gordian knot is cut by the simple process of going there and going back again.  If such modulations are possible, then the harmony books may as well be burnt at once.”   — Louis Elson, Boston Daily Adviser, quoted in Slonimsky’s Lexicon of Musical Invective

And they basically were burnt, as far as pop music is concerned, except for a few glorious exceptions, of which the Motown songbook is one.  When it moves from the verse to the chorus, What Becomes of the Broken Hearted goes from Bb Major to C Major, which is as cheesy a modulation as you could hope for.  But damn if the songwriters don’t work for it.


The basic structure of the verse is ingenious enough to begin with:  I->iii->vi->IV->V->I.  (Notice how much time it spends hanging out on the minor chords of iii and vi.  This is one of the saddest songs ever written in a major key.)  As it moves towards the chorus, the pattern changes ever so slightly.  After landing on vi, instead of going down a third to the subdominant, the harmony just reverses course and moves back to iii.  This is a totally orthodox harmonic move – root motion by a fifth is pretty much always allowed – but it destabilizes the harmony enough for the new key in the chorus to seem like an arrival, and not merely an extravagance.

Just listen to it.  Smooth as silk.

I guess I haven’t actually talked about the modulation itself…  for what it’s worth, iii of Bb is ii of C, so all they need to do is patch in a ii->V->I (or II->V substitution->I as the case may be).  But then, getting into a new key is always pretty trivial. The hard thing is getting out of the old key convincingly.

33 Comments on “The 4 Greatest Key Changes in Pop Music [Think Tank]”

  1. stokes OTI Staff #

    Lee, that business with the seventh suddenly becoming the tonic is totally awesome. You could also think of it this way: typically a dissonant tone is supposed to resolve to the underlying harmony, here the harmony resolves to the dissonance. Fenzel’s metaphor of superman forcing the world to spin backwards may fit your song better than it does his.


  2. bhougie #

    anyone care to tackle the key change that happens exactly 2 mins into andy samberg’s JIZZ IN MY PANTS?


  3. Gab #

    It took a slow read for me to remember enough from music theory (waaaay back in hs) to get the gist of what all the Roman numeral stuff meant, but once I did, I made my choice. Still, all four songs are well-argued for. Nice collaborative piece, here. The next step is a recording of y’all playing Rock Band or something.


  4. stokes OTI Staff #

    @bhougie: Okay, first, thanks for letting me know of the existence of that song! The moment you’re talking about isn’t actually a key change – the whole thing is in F# minor, start to finish – but it has the same kind of transcendent effect that a big modulation does, so I can see where you were coming from. (Here they create it by moving from a mostly spoken texture to an entirely sung one.)


  5. Susan #

    Stairway to Heaven (Led Zeppelin)
    Bohemian Rhapsody (Queen)
    Money (Pink Floyd) a 7/4


  6. Gab #

    Susan, are you sure those are actually key changes? Stokes, could you help me out here?


  7. Susan #

    Stairway to Heaven. One at the “If there’s a bustle in your hedgerow” line,

    Bohemian Rhapsody……. multiple ones… An abrupt key change introduces a pseudo-operatic midsection

    Money…Listened again. Sorry.


  8. Pianodan #

    Lee, according to my wife, who has a PhD in music theory and knows about such things, you’re making a bit much of the modulation in the Bonnie Tyler song. The Ab and G# are enharmonically equivalent, so what’s really happening is that the third of the E major chord is just being reinterpreted as tonic. This is actually pretty standard practice.

    If you prefer, you can analyze this as a Neo-Riemannian transformation. Specifically, it’s an “LP” transformation; a leading-tone transformation (E-G#-B to G#-B-D#) followed by a parallel transformation (G#-B-D# to G#-B#-D#(enharmonically equivalent to Ab-C-Eb)) where both notes are actually changing simultaneously.

    Incidentally, her vote would be for Barry Manilow’s “I write the songs,” where he goes from a prolonged dominant chord (V) to a V42 by moving the bass down a step. From here, one would normally expect to go to a I6 chord with the third scale degree in the bass. Instead, he modulates to the MAJOR key built on the third scale degree, in a stunningly unexpected move.

    It’s similar to the Bonnie Tyler, but she doesn’t have that bass motion from scale degrees 5-4-3 which adds that extra layer of expectation that you’re NOT going to modulate just here.



  9. Pianodan #

    Oh, and I forgot to point out that Barry Manilow did not, in fact, write “I Write the Songs.”


  10. Rob #

    I can interpret this question in four ways:

    1) What are the archetypal awesomely-bad (earonic?) key changes?
    2) What modulations most effectively match the lyrical content of the song?
    3) What are the most musicologically innovative key changes?
    4) What are the most aesthetically satisfying key changes?

    For condition 1), I don’t know about an archetype; but I would note that Neil Diamond’s “America” is particularly rich in awesomely-bad key changes. This is of necessity, given that the lyrics are sung in passages of as many as sixteen bars on a single chord with no harmonic motion. Late in the song, the whole-step key-change that Stokes denotes as “the classic ‘Cheese’ or ‘Truck-Driver’ modulation” is in fact performed twice in eight bars (Fmaj to Gmaj to Amaj).

    @Fenzel and Belinkie – Your choices excellently address condition 2). Belinkie says it pretty explicitly that “Build Me Up Buttercup”‘s sense of romantic incompleteness is reinforced by its key-change-and-fade-out-before-resolution. And as Fenzel insinuates, Sisqo’s human pyramid and rising camera angle give the impression that That Thong has elevated us to a new plane; clearly this is the intent of the modulation.

    Also, @Stokes – “What Becomes” achieves its modulation more easily because there is never a root-position tonic chord in the entire verse; the bass stays on 5 whenever the vocalists sing the 1 and 3. Instead of (I iii7 vi), it sounds more like (V(6/4 – 5/3) vi) – i.e. each couplet of the verse features a *deceptive cadence*. (And *that* matches the song’s lyrical content like whoa.) Then, the modulation to the chorus is less of a surprise: the verse’s scale degree 6 acts as scale degree 5 of the chorus, creating an analogous deceptive-cadence transition from verse to chorus. So I’d say this song satisfies conditions 2) and 3), and possibly 4).

    @Lee – thank you for getting me to appreciate “Total Eclipse” on its musical merits, and how it echoes Romantic music in its major-third key relationships. (See Beethoven’s piano sonatas no.21,30-32 and Symphony no. 9; Schubert’s “Great” Symphony no. 9; and Brahms’s Requiem, piano quartet Op.60, and Symphonies no.1,3,4). I will have to apologize to Kevin Jones for ridiculing his obsession with Bonnie Tyler’s song, as it definitely is an excellent choice for condition 3).

    @Susan and @Gab – “Stairway”‘s modulation from Amin to Dmaj at 5:30-6:00 is somewhat satisfying, as it is a prologation of the previously-introduced A7sus4 – Dmaj “Makes me wonder” theme; it’s more than a tonicization of D, because it hangs out on C major harmony too; but the modulation is *transient*, and so it doesn’t do as much for me as, say, the modulation in Guns ‘n’ Roses’ “Estranged”. That song begins with a simple alternating I-IV progression (F# minor to B major); and midway through, it stops on B(blues scale), progresses for some badass solos that alternate Bblues-Emaj (i.e. another I-IV progression); then tonicizes B major by a full Bmaj-F#maj-Emaj (I-V-IV) progression; and remains centered around B major the rest of the way. This is a permanent modulation, and it occurs just as Axl’s lyrics shift from “bargaining/anger/denial” to “acceptance”. I’d say this modulation satisfies conditions 2) and 4) – it’s described in the lyrics, and it’s foreshadowed by the song’s very first harmonic gesture.

    Also, “Bohemian Rhapsody” is an excellent choice. Some of its harmonic changes are routine – e.g. the B-flat to E-flat at “Mama, ooo-ooh”; The modulation at the end of the guitar solo, from Eflat to A, is as distant and unexpected a modulation as one can find in traditional western music. It’s a tritone, the same key relationship as in the “Top Gun” theme, only Queen executes it seamlessly by series of applied harmonies: Aflat major (IV in Eflat) acts as the dominant of Dflat minor (enharmonic to C#minor), and going to the relative major (i.e. E) produces the dominant of A. So this modulation doesn’t sound jarring at all. The only jarring part of that whole section is when “Galileo figaro” is sung in parallel fifths. Even when they leave A by half-step to Bb (“magnifico-o-o-o-o”), they immediately establish Bb as the dominant of Eb. So, Bohemian Rhapsody = Harmonic Win.

    Now, I happen to think that the Beatles are the absolute masters of significance in key relationships, and they actually show some Classical influence in their ability to reconcile different themes that were originally stated in different keys. Consider “Penny Lane”, which follows a sort of Rondo form. The primary theme (the verse) is in B major and the secondary theme (the chorus) is in A major. The pre-chorus key changes occur by an unconventionally deceptive modulation: While the verse proceeds from B to F# (tonic to dominant), the pre-chorus F# moves down to E which acts as the dominant of A. Following the instrumental break (which occurs in the tonic B major and with the same progression as the verse), the chorus returns in A major; but at last, instead of a final verse in B, it is the *chorus* that is stated in B major. So while that last key change might seem like a “cheeseball” whole-step modulation, it is in fact necessary to reconcile the two themes to the same harmonic goal.

    Considered as a single piece, the album “Abbey Road” is a harmonic gold mine, and I could write about it for hours, but it’s Friday night. =)

    By the way, I have to thank Stokes for encouraging me years ago to take my first music theory class. I got hooked quickly and ended up shy of the Music major by just three courses – Hepokoski’s sequence…


  11. Pianodan #

    I should really get all my ducks in a row here. On further head-scratching, my wife and I have decided that the best interpretation of the G minor chord in the Sisqo is a tritone substitution from the C# minor chord which is prolonged for the prior four measures.

    If you look at the second chord in the 4th measure, it can be interpreted as an Amaj7 chord, which you might expect to resolve to D. Instead, we get the tritone substitution for the chord based on the bass note (C#) which we also just happen to have been prolonging for the previous three and a half measures. And we get it nice and loud! And then… whaddya know? The Amaj7 goes to D. The G minor ALSO goes to D, which is reasonable as a iv -> i motion. So we have two DIFFERENT motions simultaneously setting up d minor as the new i. Neat, huh?

    Incidentally, Newsweek did a throwaway sidebar at the time pointing out the differences between Sisqo (the singer), Cisco (the router manufacturer) and Sysco (the food service company).


  12. Susan #

    @Rob, From the album “Abbey Road” Paul talked about You Never Give Me Your Money. “We wanted to dabble, and I had a bit of fun making some of the songs fit together, with key changes (into the long medley). That was nice. It worked out well.”

    The three separate parts of the song are loosely related through topic but could actually have been developed into 3 separate songs. The transitions between the parts from A minor of part one to A major (Done with a pivotal modulation to C then to a G chord at the end of the first part) of the next two parts is just a small part of the differences. Rhyme schemes (later two parts having repetition of same lines,and differences Harmonically from a circle of fifths of the first part to chromatic harmony, flourishing fanfare of the third part all seem to emphasis three separate songs but It works as a single cut.

    Great Choice of Album Rob.


  13. lee OTI Staff #

    By the way, I highly recommend you all watch the whole “Total Eclipse of the Heart” music video. There are ninjas. Seriously, there are ninjas.


  14. mlawski OTI Staff #

    I’m just jumping in to say I still I have no idea what anyone is talking about. I’ll be off in my lit theory corner thinking about books.

    Seriously, though, the only key changes I could come up with were the awesomely lame ones:

    -The Sign
    -Man in the Mirror
    -Play That Funky Music White Boy
    -I Just Called to Say I Love You
    -All the key changes in Adiemus

    Watch the music videos for the above at your peril. Adiemus doesn’t have ninjas, sadly, but it does have a narwhal.


  15. Susan #

    Crowds involuntarily stand with hand over heart to the use of a PAUSE for an abrupt Key Change. Memories of theme park patriotic stage shows still raise in me a strong pride for being an American. Michael Jackson’s “Man in the Middle” is one example with the added bonus in concert of the introduced layering of instruments with the opening of the curtain to a large choir. The audience has no choice but to stand and cheer. This is also used very effectively on the album talk show circuit with a choir from Harlem, the country music concert with every guitar, drum, keyboard, mandolin increasing the country volume, to the church service’s adding of the volunteer orchestra. We seem to leave the venues without the name of the song but we do feel more humanitarian, more patriotic, more spiritual.


  16. Susan #

    Oops , that is Man in the Mirror that mlawski mentioned, not Man in the Middle. And sorry lee but no ninjas.


  17. Matthew Wrather #

    I didn’t make the deadline for this group post, but my nomination for the “Best Key Change” award would definitely have gone to Brian Wilson’s “Wouldn’t It Be Nice?”, which is the first cut on Pet Sounds.

    Unlike the other modulations mentioned here, which occur at the 2/3 or 3/4 mark in the song and serve to intensify the feeling or to accompanya catharsis in the lyrics, this modulation happens within the first 10 seconds (though you should listen to this whole song, and whole album, because they are both awesome):–cqAI3IUI

    A conventional four-bar arpeggiated introduction (I – vi – ii – V, strongly establishing a key area) gives way to a wailing vocal that enters a full step above where you’d expected to be.

    Rather than intensification (there’s barely anything to intensify), the purpose here seems to be disorientation, and through disorientation, the bold announcement of a new sound that turned out to be a seminal change in pop music; Sir Paul McCartney has gone on record saying that without Pet Sounds, there would have been no Sgt. Pepper.


  18. Rob #

    @Wrather – yeah, that’s a beautiful song/album.
    On first glance, it’s a major-third modulation at the beginning of “Wouldn’t It Be Nice” – the classic Romantic “reminiscence” key relationship – in that the tonic A of the introductory arpeggiated material is also the first note of the vocals, but the vocals start on the mediant of the verse’s key, F.
    Interestingly, though, when that A-major arpeggiated material returns, the bass line is centered around D, making A-major sound like dominant harmony. In fact, the unison horn line that leads into the modulation clearly establishes D and not A as the new key area. So maybe D was the original key area of the song in the first place.
    Interestingly, there is the same harmonic ambiguity in “Caroline No”, the last song on the album. The bass line produces tension between A and D – it is impossible to tell which one is the dominant chord. At “Caroline, No”, it sounds like G is the tonic, but at “Go and cry” it sounds like D is in fact the tonic.
    I guess we could ask Brian Wilson his intent; my first guess is that he wanted to start and finish the album in the same key area, or at least with the same ambiguity.


  19. stokes OTI Staff #

    @Rob – That’s an interesting way to hear What Becomes of the Brokenhearted. I definitely hear the bassline you’re talking about, but somehow I can’t hear that second chord as a dominant. If I imagine it actually resolving to Bb it feels wrong. Mind you, that might just be because I know the song so well that I can’t imagine it going anywhere other than it actually does… but I think it’s the fact that the chord is so noticeably minor, which dominants aren’t, as a rule.

    @Pianodan – don’t pin too much on that A in the fourth measure of my transcription! I threw it in because it sounded cool on the piano, but I’m not at all sure it’s actually there in the song. ;-p


  20. John P. #

    My understanding of “why do pop songs fade out at the end” is that it makes it easier for the DJ to mix in another album. Fade one out, fade another one in.


  21. Pianodan #

    @John P. Well, yes and no. I had a radio show for a bit, and while fades at the end did alert you that it was time to bring in the next song, there’s no reason you couldn’t do a cross fade before the end of an end with a cold stop. I think the advantage is that if there is a cold stop, purists will feel like they have to play to the end. A fade tells the DJ it’s OK to go ahead and cross fade in the next song.


  22. Matthew Belinkie OTI Staff #

    To my continuing regret, I dropped out of Music 210. Now I feel left out. So here’s a question – is there a fun and easy way to learn some of the basics of how chords fit together? I already read sheet music just fine; now I want to understand what’s going on in What Becomes of the Broken-Hearted.

    You know what would be cool? Music Theory podcasts. Do those exist? Yes, I know I need to be staring at examples to really get anything. But honestly, the odds of me working through a textbook are exceedingly slim. The odds of me listening to something on an iPod, much better.


  23. Rob #

    @Belinkie – I don’t know of any music theory podcasts, but it does seem like the perfect medium in which to teach the subject. Hell, I wish “Schickele Mix” were still on the air – it was a radio show by the guy who does PDQ Bach, giving serious compare-and-contrast treatment to classical and pop music. There were upwards of 150 episodes, I think, but NPR cancelled it a few years ago because of royalty issues…
    And maybe royalties would be a problem for a music-theory podcast. But if you could limit excerpts to 10-second clips (or piano-reductions) and if the podcast were an established non-profit educational venture, then a “fair use” argument might succeed.
    Till that podcast exists, one solution might be to ask a friend – such as Messrs. Stokes, Lee, or Wrather (hell, if I weren’t across the country, I’d volunteer) – to take an hour at the keyboard (and/or fretboard) with you some day and explain the basics of naming chords and voice leading; and then you might listen to stuff on your own for a week or two and break it down on your own, and maybe even enter some of it into notation software if it helps you hear things clearly; and eventually maybe take another hour with them to check your work and ask questions about stuff. You have a good ear – at least, I had fun playing your arrangements (Neuter Your Pets!) back in the day – and the formal theory stuff would come pretty quickly to you…

    @Stokes – would you be interested in putting together a music-theory podcast, a sort of Shickele Remix? I don’t know nearly as much as you do about music history and music theory, but I might be able to think of some interesting examples now and then.


  24. Tom #

    Came for the music theory. Stayed for the frolicking ninjas.

    Perhaps you should review Total Eclipse of the Heart as the greatest music video of all-time.


  25. penny #

    Greatest music video of all time? Are you serious?

    I used to be able to enjoy that song as a fun pop song until I saw the music video — now I can’t hear it without seeing creepy glowy eyed kids flying at me.

    If OTIers could explain what the heck they were thinking when they made the video for Total Eclipse of the Heart, that would be awesome.


  26. lee OTI Staff #

    I just wanted to point out that “Total Eclipse of the Heart” is pwning this poll right now with 63% of the vote. And I only voted two (or three) times for my own entry.


  27. Tom #

    lee — you chose a video with dancing ninjas and glowing-eyed, zombified pop people. Not a fair fight.


  28. Gab #

    I’d hope the votes were based on the key changes, not the creepy kids.


  29. Postmark #

    @John P. I was a *sob* wedding and special events DJ for a few years, as well as a lead songwriter for a band, and IMHO the fade is just a way to avoid ending a song when you have already reached the climax. Any good DJ knows the BPM and matching keys, and a bad songwriter doesn’t know how to end a song. Again, just my opinion.

    All the same, I’m surprised that OTI missed the hippest band to famously change keys unexpectedly for dramatic effect: The Pixies. I would reck’n that 1/3 of their songs suddenly dash pop sensibilities against the rocks in order to make your mind and brain work harder.

    Too bad that apart, Kim and Frank never got anywhere; but at least we have our cassettes :)



  30. Mike SW #

    Nice choices. (Didn’t know three of the four songs.)

    My personal favorite key change is in All By Myself, seen here in the opening sequence to Bridget Jones’ Diary (@1:28)

    Love the way the vocalist (in this case Jamie O’Neale) holds the note and the key changes around them.



  31. lee OTI Staff #

    @Mike SW: Dare I ask, what was the one song out of the four that you knew?


  32. butch studley #

    Song endings? There are only four available in Rock & Pop: The Single chord stop ( da-da-da-da, DA!) Or the the multiple Chord stop ( da-da-da-da, DA! DA! DAAAAA! ) The rolling ending ( DAAAAAAAAA! ) and the Fade ( DAAaaa… )


  33. D #

    What about “Play That Funky Music” (transitions between verse and chorus)?


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