The two versions of the phrasing and counterpoints of melodies are from "When She Loved Me", ToyStory 2, Sarah McLachlan.

See this for example for the piano:

The first and second time, when this melody appears, it goes as:

musical passage, first time, with E and D in alto voice

musical passage, second time, with E and D in alto voice

The third time, when this melody appears, it goes as:

musical passage, first time, with Eb and Db in alto voice


  1. The sheet music says the two parts are all in F major. But are they really the same F major, or are they different?

  2. Are there good reasons/theories behind these two choices of bases?

  • The first and second time, the base goes: FEEDDCCBb.

  • The third time, the base goes FEbEbDbDbCCBb.

  • There isn't enough information here, but the second time through is probably setting up for different chords to follow; those Ebs suggest an F7.
    – user39614
    Sep 11, 2021 at 5:20
  • 1
    Won't those Bs be Bb?
    – Tim
    Sep 11, 2021 at 7:17

2 Answers 2


The technique being used is called "modal mixture". The first two times through this part of the song, the notes stay strictly in major. The third time, the Eb and Db are "borrowed" from F minor. This borrowing momentarily changes the feel of the music, but the piece as a whole is still considered to be in F major.

The basic idea musically in this case is to give the song a "sadder" feel.

For more on modal mixture ("borrowed chords") see: Minor subdominant in a major key

For more on why the piece is still considered F major see: Does borrowing chords from a parallel mode change the key?

  • 1
    Or just 'chromatic colour' (if that isn't a tautology). The Eb and Db don't stop it being a F major chord in this context. Don't know why this answer deserved a downvote though.
    – Laurence
    Sep 11, 2021 at 13:56

It's a darker, sadder variant of the same, basically F major harmony. The bass note is still a long F. The falling internal melody is given some chromatic decoration in the second version.

It's an interesting song - I could probably get an entire theory class out of it! The variant harmony, with its potential to be construed as an F7 chord, could have been used to lead into the middle section in B♭ major - 'through the summer and the fall' - but it isn't. It's used just once leading into a Dm chord - 'so the years go by'. The E♭ isn't functional, just a touch of colour. Do we let the D♭ double up a C♯, leading note of D minor? It doesn't really ACT like a leading note, does it? But good writing is full of this sort of subtle 'maybe' that makes THAT note the right one in THAT place.

Happy songs are in major keys, sad songs in minor keys - right? Well, not this one. A pretty solid F major.

Though he often prefers to compose miniatures, Randy Newman has a very solid musical background. Look up his family tree! I wonder if he consciously borrowed from the Edith Piaf song 'Hymn of love':

enter image description here

The movie version is actually in G♭ major, a semitone up from your printed copy.

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