I am analysing an arrangement of "Over the RainBow", arranged by Walter Rodriguez:

Looking at his musical score (not at what he is actually playing), the first chord he offers is just a straight C. Ok, he is in C major. Here is the mystery: the second chord in bar 2 is played for 2 beats. It is an Fm7(b5) which is made up of F Ab Cb Eb. My question is, how is it that when playing in C major, you have got notes which do not appear in the key of C major? Specifically,the Ab is a flat 6th in C major, the Cb is a lowered tonic, the Eb is a minor 3rd. And yet it sounds fine. What is going on? Can someone explain this to me? It makes my head explode. Thanks !

  • 2
    It's never been the case that any piece in a specific key should use, exclusively, notes diatonic to that key. Probably, 95% of pieces will use some, any or all of the remaining five notes from the chromatic scale. If there is a 'rule' - and there isn't - it could say 'only use any of the 12 cromatic notes avaiable'!
    – Tim
    Commented Feb 3, 2020 at 10:20
  • The tune could modulate right off the bat.
    – user50691
    Commented Mar 5, 2020 at 12:10
  • It would appear the score has a typo, because the second chord is F#m7(♭5), not Fm7(♭5). An Fm7(♭5) as the second chord would clash in a big way with the C♮ in the melody at that point. The notes he plays in the video during the second chord are F# E A C. Although, @RosieF is spot on that a B13(♭5♭9) would introduce the F♮ and could sound great--it's just not what's happening in this arrangement. The D# and G# are introduced in the third chord (not the second).
    – jdjazz
    Commented Mar 8, 2020 at 0:34

2 Answers 2


I don't know whether you are counting bars so that "-where" falls on bar 2's 1 or on bar 1's 3. Your description is not quite right either way, but seems to be closer to the mark if "-where" falls on bar 2's 1. Very well then, I make it that the first four bars are: Bars 1-4

So the chord in b.3 is Em9, so b.2's second chord (beats 3-4) is B13m9. So the so-called E♭ and A♭ are actually D# and G#. That earlier chord fits because it is the dominant (with added notes) to the Em which comes after it. It's a bit odd that it has G# rather than G, but, modal interchange -- the G# leads us to expect E major and we get E minor instead; this is not so unusual.

Alternatively, we could say that the G# is a chromatic passing note between the A on beat 2 and the G in bar 3. As a non-harmony note it would be spelt A♭ as it resolves to G, but that would put A and Ab in the same chord, which is even odder. I'm not saying that's my favoured analysis but I can see that a case could be made for it.

You mention F as well as B. The chord is then B13♭5m9. That works in the context too; it works harmonically, and it works melodically because the F is then a chromatic passing note between the F# on beat 1 and the E in bar 3.

  • +1, spot on analysis. Just FYI, the question has a typo (or maybe the score does). The second chord in the video is F#m7(♭5) just as you've notated here, not Fm7♭5 as the original Q shows. The B13(♭5♭9) would sound great, though it's not in the arrangement itself.
    – jdjazz
    Commented Mar 8, 2020 at 0:30

You will always find tones that are "out of key" in almost all songs (only baby songs and very basic folk melodies are strict in the same key. There are several reasons:

  1. The tune is modulating (e.g. to the relative key at the bridge)
  2. Not a modulation but a short extension to the dominant (e.g. semi clause)
  3. Borrowed chords: e.g. the plagal cadence I-IV can also be played as I-iv: C-F-C => C-Fm-C (here you use the parallel chord Fm of F, but there are many possibilities to use borrowed chords: all secondary dominants can be considered as borrowed chords and also many dim VII°.

In your example the B 13b5m9 is the secondary dominant of Em. Your analysis Fm7(b5) is not completely wrong, as this chord would be the tritone substitution of the secondary dominant of Em approaching chromatically to Em.

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