This is the opening chord progression of "When She Loved Me," in Toy Story 2, sung by Sarah McLachlan. See a related question.

"When She Loved Me", mm. 1-3

The chord progression goes like:

Dm -> AmC -> G7/B -> Bbm.

Which means:

  1. Dm: DFA.

  2. AmC: CEA

  3. G7/B: BDFG

  4. Bbm: BbDbF

My question is on the third chord. Why do we need this sound "extra" but "incoherent" G?

Why not replace this 3rd chord to either of the following:

What are the considerations to choose Bbm instead of Bdim or Bb?

p.s. See this for example for the piano:

  • I don't believe this can be answered. It is an artistic choice. You can play whatever chords you like, especially in the intro, where you're not limited by the melody line. Commented Sep 11, 2021 at 22:46
  • Then the question is more about: why this is a better choice (from the writer)? (the considerations)
    – wonderich
    Commented Sep 11, 2021 at 23:54
  • If these sorts of questions cannot be asked, then I am not sure what chord theory is about... so let is keep the question opened for analysis. :) thanks.
    – wonderich
    Commented Sep 12, 2021 at 0:16
  • 1
    Why not? Because he chose those sounds. They're valid choices. Your suggestions would be another way to do it. Not sure why you consider the G in the third chord "incoherent"? Here's a question for you. Do you LIKE this song? If not, just pass it by. It's perfectly well-crafted, but maybe it's a bit schmaltzy for your taste. That's OK.
    – Laurence
    Commented Sep 12, 2021 at 10:36
  • 1
    I like the song that is why I tried to spend time digesting the arrangement. I am a Scientist.
    – wonderich
    Commented Sep 12, 2021 at 15:23

1 Answer 1


Why not Bb Major?

This is the easier one to explain. The bass line with the given chords comprises a four-note descent: D-C-B-Bb. Using a Bb Major chord, would have two effects. First, the bass line would arrive at Bb "too early", making the overall line less effective. Second, all of the other chords are minor. Having such a starkly "bright" (major) chord is jarring and changes the intended mood of the song.

Why not B Diminished?

This would be better than Bb Major insofar as it preserves the descending bass line. And in one sense, there is a B Diminished chord: the B, D, and F are all present. So the "real" question, is

Why include G?

Two reasons, both linked to voice leading. The "tenor" voice is key.

  1. The tenor could move A-A-B-F. The main problem here is that the leap down to F, combined with the fact that it's a leap by tritone into an octave with the soprano, really stands out to the ear, creating an unwanted emphasis on the lower F. The voice leading is anything but smooth.
  2. The tenor could move A-A-F-F. This creates two double octaves between the soprano and tenor, which is a very static sound — so much so that it undermines the sense of a descending line created by the bass and alto. The intention of the passage is to invoke a sense of sadness and reminiscence, and the descending line is essential to this.
  3. The tenor could move A-A-B-Bb. By itself, this sounds best of the three options; however, the substantial change in register to the F chord creates a sense of disconnect. It's too big a leap; the presence of the lower F (rather than Bb) smooths the transition.

Why G7?

Besides the avoidance of an "overly major" (cheerful) chord and the preservation of the sense of descent, using a dominant seventh chord helps preserve the poignancy because even while a "major-ish" chord, it has two built-in dissonances that keep things from getting to bright.

G7 specifically also creates some tonal ambiguity. Imagine we're hearing the song for the first time. We don't know what key it's in, and we don't know the minor iv chord is coming up. In that case, the chord progression could be ii-vi-V7-I (in C Major). Or the chord progression could be more than four chords: say, Am-Dm-G7-Am-EbM7-FM-BbM

  • 2
    One quibble: In the "Why include G?" section, what rules out the tenor line going A-A-B-Bb? Sure, it's octaves with the bass, but is there a reason it isn't considered? That's the solution I probably would have gone for if I were required to use only Bdim instead of G7. Regardless, +1 for a nice answer!
    – user45266
    Commented Sep 12, 2021 at 5:24
  • @user45266 - I'd personally suspect that the "tenor" line not going A-A-B-Bb is to avoid making the final transition out of the introduction and into Bar 3 involve a jump down from that Bb to the soprano's F, which is even nastier voice crossing than we already have.
    – Dekkadeci
    Commented Sep 12, 2021 at 13:28
  • @user45266 Thanks for catching that A-A-B-Bb voicing. I've updated by answer to offer an explanation for why it wasn't used.
    – Aaron
    Commented Sep 12, 2021 at 18:01
  • @Dekkadeci I think you nailed it. I didn't put my update in quite those terms, but it amounts to the same thing. The downward leap in all of the voices interrupts the otherwise smooth voice leading.
    – Aaron
    Commented Sep 12, 2021 at 18:02

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