Having muddled through for a few years, I'm finally learning the basics of harmony. I'm having a bit of trouble, though understanding exactly what goes on when chords occur from outside the key. Is the key changing? Or are these 'borrowed' chords, and in which case, how are they decided on?

For example, see the classic "I Can't Forget" by Leonard Cohen.

Here is an apparently accurate transcription of the chords in the verse:


I stumbled out of bed
I got ready for the struggle
I smoked a cigarette
     D#m               C#
And I tightened up my gut
   B         Bm       G#m
I said this can't be me
 A#          E    D#m
Must be my double
F#              B    
And I can't forget... (etc)

OK, so I see I-vi-I-vi-V of F# major, taking us to the line "I said this can't be me". This makes sense to me. But what happens then?

It seems to modulate to B minor - fine, I think we're heading for a scale with B minor in it, ie A major, D major(/B minor), or G major. But this is followed immediately by G#m, though, so it's not any of those (maybe we're back in F#?), but then we get A#!? E?

I am totally confused at this point as to what key we're in.

It's particularly galling as the change to A# is my favourite chord change in the song, and the whole run from B to D#m, and then back to F#, is weirdly satisfying.

Can anyone explain what's going on here?

  • Are you primarily interested in this one song, or is this a more general question? Do you have other examples? May 7, 2014 at 19:48
  • Generally, it's about how one might include such an exotic chord change as as A# -> E in a song that's apparently in the key of F# major.
    – djb
    May 8, 2014 at 9:28

4 Answers 4


Without hearing the song this is what is likely happening:

F# I stumbled out of bed

D#m I got ready for the struggle

F# I smoked a cigarette

D#m - C# And I tightened up my gut

This is fairly straight-forward, moving along in the key of F#: I-vi-I-vi-V

From there, it is a deceptively cadences to "B" (IV) instead of the expected return to "F#":

B - Bm - G#m I said this can't be me

A# - E - D#m Must be my double

F# - B And I can't forget... (etc)

In this passage, he is using "B" as a local tonicization by treating as a pivot chord and implying a move to B major. Using the first be as a pivot, we'd analyze the chords in the key of B major: I-i-vi-VII-IV-iii-V-I.

Obviously, with a VII, something odd is happening. It can't be a borrowed chord from the subdominant (if we were thinking of the entire passage in F#) because as a leading tone chord, it would be fully-diminished. So how does the A# chord function?

My answer is that the chord in of itself is inherently non-functional in terms of harmonic progression, but is function in creating some very nuanced inner-lines. In order to understand what's really happening here we need to look at the text along with the chords.

In order to understand the second part, we must first look at the top stanza highlighted above. Notice how an association is developed between the personal pronoun "I" and the chordal motion from I-vi. Each line begins with "I" and the chord is either I or vi.

Now, looking at the second stanza, notice how the first line also contains the personal pronoun "I" along with a motion of I-vi (now in B major). This is where things get interesting. The straight-forward harmonic motion of the first stanza mirrors the confident, concrete observations and descriptions of actions detailed in the text. It is only when the character begins questioning themselves that the harmonic motion begins to get wonky, which brings us back to the second stanza...

Notice how the chord quality changes from B to Bm with the phrase "I said this can't be me" - already the author is blurring the lines of functional tonality here in the same way the character in the song is confused. This fact is further supported by chromatic noodling of the inner-lines which I will outline below. First, let us take a pitch inventory of the chords used:

  • B = B, D#, F#
  • Bm = B, D, F#
  • G#m = G#, B, D#
  • A# = A#, C##, E#
  • E = E, G#, B
  • D#m = D#, F#, A#
  • F# = F#, A#, C#

Now I will arrange them to have smooth voice-leading to better illustrate the chromatic noodling in the inner lines:

  • B = B, D#, F#
  • Bm = B, D, F#
  • G#m = B, D#, G#
  • A# = A#, C##(D), E#(F)
  • E = B, G#, E
  • D#m = A#, F#, D#
  • F# = A#, F#, C#

I have italicized all of the notes that move chromatically by step from the previous chord. As you can see by the numerous chromatic half-step motion between chords, Cohen is using the tried and true technique of word painting to emphasize the text's meaning. In this case, the text suggests a blurring of identity through duality. Thus, Cohen uses chromatic half-step motion and local tonicization to the subdominant in F# major to suggest tonal implications of duality.

In the last line of the second stanza, we see a V-I in B major (an Authentic Cadence) that supports the text "And I can't forget...". Such harmonic reinforcement (an Authentic Cadence is a strong cadence) suggests a "snapping" back to reality as the narrator of the song realizes that he cannot forget. This harmonic motion provides stability to the wandering harmony of the previous lines, as if resuming where it had left off when beginning the section. From here, Cohen could easily use the "B" as a pivot chord to move back into F# major and continue on. (I don't know what happens as I have not heard the piece.)

  • Thank you very much for this detailed analysis and the introduction to 'tonicization', which seems to be the crucial idea here. So would it be fair to say he's exploiting the fact that B and F# have the G#m chord in common, and then using the alarming A# => E to drive home that temporary tonic change (E being a nice strong V over B), before gracefully heading back to F#?
    – djb
    May 8, 2014 at 9:22
  • B and F# share a few chords: D#m, B, G#m, and of course F#. E is actually the subdominant (IV) of B, so the A# chord suggests a leading tone chord more than anything else, even though it isn't actually a leading tone chord. May 8, 2014 at 14:03

Mmmmm, a flat-VII cadence! One of my favorite sounds, too. See, backdoor progression aka backdoor cadence. Also called a mixolydian cadence.

  • I don't see where you are finding a bVII-I cadence. May 8, 2014 at 5:57
  • Could it be the E major heading back to F# via D#m?
    – djb
    May 8, 2014 at 9:15

This seems to be just an unusual chord sequence (ie, one that we're not used to hearing) within some otherwise fairly natural sounding chords.

I's say this isn't a key change. The next verse starts on the same chord (F#) and does the same thing so the context of the chord sequence doens't change.

At least until the end of second verse (I haven't listened further), the song is in the key F#.. major ? Only because that';s how the first line is sung (ish, he'sa bit wobbly lol).

F#major and Dm scales don't share a heck of a lot of notes, and the sequence does this kind of thing elsewhere so it seems he's going for a notion of breaking some rules and having it sound like it all fits together.

I think he's succeeded !

  • Hi, thanks for your answer. Could you explain what E major and A# major are, then, in this context? Would you call them 'borrowed' chords? If so, why do they work? Technically they both seem to clash with the key signature.
    – djb
    May 7, 2014 at 15:43
  • Hmm - This : en.wikipedia.org/wiki/Borrowed_chord explains what a "borrowed Chord" is and as E and A# aren't in "Parallel keys" (as on wiki page) with F# then according to that definition they're not borrowed chords. I can't answer what they are though. Sometimes weirdness that shouldn't fit .. does ! :-) It sounds like the A# is a kind of 'step' chord from G#m to E, allowing the ear to follow a few close-interval differences between G#m and A#, then E . .eg 3rd of G#m = B, A# root = A#, then 5th of E = B again. All semitone differences which the ear is tempted to follow. May 7, 2014 at 16:32
  • 1
    Once you get rid of the mistaken idea that all chords somehow "should" fit one particular scale, you won't find nearly so much need for concepts such as temporary tonics and borrowed chords.
    – Laurence
    Mar 30, 2016 at 19:12
  • @LaurencePayne I agree. I had to google "borrowed chord" as I hadn't heard the expression before in 30 years of playing - bet i've been accidentally using/writing them without knowing there was a name. Mar 31, 2016 at 15:17
  • I'm not sure if it's the current wave of mainstream music pedagogy, or something from the special breed of "theory for guitarists who want improvising tricks" that we see so much of on Internet forums.
    – Laurence
    Mar 31, 2016 at 15:47

The only "difference" between a key change and sequence of borrowed chords is where a chord progression ends up going. For example, the chorus of "Hotel California", in the key of B minor, uses the chord sequence G D F# Bm G D Em F#. Nothing about the first two chords, nor the melody over them, indicates whether the piece is still in Bm or has changed to D. Indeed, if the the third and fourth chords were changed to A D while keeping the melody the same, everything would make sense but the piece would be established in D major. Applying the same chord change to the seventh and eighth chords, and changing the last note of the melody from an F# to a D would mean the chorus was in D major rather than B minor.

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