The Surprising Chord That Helped Make “Penny Lane” a Masterpiece

Editor’s Note: This post, originally published way back in 2016, has found a new life on TikTok. Since a lot of you weren’t visiting us back when, it seemed a good time to bring it back…

In February of 1967, The Beatles released a groundbreaking double A-side single. On one side was a Lennon song, “Strawberry Fields Forever,” that had been transformed in the studio thanks to the contributions of the other Beatles along with producer George Martin and engineer Geoff Emerick. On the other side, was McCartney’s imaginary stroll down one of Liverpool’s main thoroughfares, “Penny Lane.”

Like The Beach Boys’ “Good Vibrations,” which had been released a few months earlier, “Penny Lane” kicks off with a vocal, skipping any kind of introduction. McCartney narrates the scene around Penny Lane with a wonderful, rolling melody over steady piano chords. Martin provides a score of brass and woodwinds to help conjure up the scene while Lennon and Harrison contribute background harmonies.

McCartney pulls off a difficult songwriting feat by placing the verses and the choruses in neighboring keys (the verses are in B and the choruses are in A). At the end of the song, McCartney writes a key change so that the final chorus is in B, bringing the song full circle. Yet, it’s in the verse that McCartney injects a magical chord that helps make “Penny Lane” a case study in great songwriting. I’ll let you in on McCartney’s secret in this video.

Scott Freiman

Penny Lane photo via WikiCommons

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44 comments on “The Surprising Chord That Helped Make “Penny Lane” a Masterpiece

  1. A nice analysis of the song, but I’m not sure “any other composer” would have gone to the trite direction you suggest ( I – vi – IV) … there are plenty of other possibilities there that a good composer would explore. McCartneys chord structure in this song is indeed inspired, but there are plenty of other great songwriters who knew the beauty of “the strange change from major to minor” to paraphrase Cole Porter, who was a big inspiration for MacCartney and was using inventive chord changes long before Paul ever sat down at the piano.

    As a Beatles fan and songwriter myself it’s always interesting to deconstruct great songs and learn from the tricks of others who’ve come before, so thanks for this video. Just had to wince at your suggestion that “any other” composer would never have come up with anything better than that.


    • agree with your comment… it is a brilliant change, but macca ain’t the only brilliant songwriter out there (altho, granted, more sophisticated harmonically than most!

      • I agree with Mark Newstetter and Andy Meyers who take Freiman’s analytic praise for Paul down a notch or two. Freiman goes too far when he says “any other composer.” The standard harmonic progression he mentions for ‘Heart and Soul’ — it’s typically called ‘I Got Rhythm’ changes; we used to call it ‘circular six’. Wikipedia calls it ‘ vi ii V I ‘ which is really I vi ii V, I vi ii V, etc. It’s the basis for lots of fifties and sixties rock and roll love songs that deviate very little if at all from the sequence. But many other composers used it as a springboard then added any number of creative innovations to or deviations from it. Ebb Tide is one example that starts with it, then moves on. It’s such a standard progression that one instance of it (i.e., a single turn of I vi ii V… ) is hardly noticed. With Penny Lane, it’s doubtful that Paul even had it in mind when he used it. It’s more like a natural consequence of the descending bass line that opens the verse.

    • Nunya Bidness

      Clearly Sir Paul outranks you. I don’t care who you think you are. Much of what you might believe is your own innovation is a fantasy. We grew up on The Beatles so much of what you believe you have solely created is stuff you bound together.

      • Nunya Bidness, on what side of the bed did you wake on November 29th? 😉

        No one was boasting of their own innovations here. And Sir Paul’s unquestionable talents are of such caliber that he doesn’t require an army of cheerleaders like some non-existent deity or whatnot. Not trying to fight malice with malice here, i just don’t get where you’re coming from with your comment (though i suppose we might agree that it is silly to be arguing over *how* clever something may or may not be.)

    • Weird Old Uncle Kenny

      I agree with your comment, Mark Newstetter. However, I think what Mr. Freiman may have been trying to say is that such sophisticated songwriting and chord choices were rather rare for rock & roll composers in 1966 (especially of those who came from Skiffle groups). This is not the only example I can think of… The verse of “Michelle” is based around a D major chord, and the chorus switches to D minor. McCartney is not my favorite Beatle but my admiration for his music, both in the Beatles and after, continues to grow!

      • Well Uncle Kenny, Mr. Freiman doesn’t refer to genre in his analysis. He just refers to what “any other composer” would have done and how it was “revolutionary for 1966.” I agree that if he had made it clear he was comparing Penny Lane to other “rock and roll” of the times that it was clearly more sophisticated, but I’d also say that though the Beatles may have been established as a rock band, they really were more of a “pop” band by the time they did Penny Lane.

        Again, don’t get me wrong. McCartney is a great songwriter, but let’s not get carried away. There were plenty of other sophisticated songwriters during that period and they all influenced each other … ; Burt Bacharach, Carole King, of course Brian Wilson, Smokey Robinson and many others.

    • No need to show your butt-hurt butt. We’re talking about a mid-60’s composition here and a group of young men that most likely started creating these iconic songs in their late teens. After all, Mr. McCartney was writing musical scores for film in his early 20’s, something not too many current composers of that same age are doing, although, yes, he may not be the only one.
      Furthermore, the quality and capability of recording equipment and musical instruments was certainly not what it is now when these lads were doing their thing. Yet, they STILL managed to change the World?! Go figure…

      • Geoff Jacobs … “Mr. McCartney was writing musical scores for film” … No offense, but no. He never “wrote musical scores for film.” Paul cannot actually write musical notation to this day. There is a difference between making recorded music which gets used in a film and actually writing a score.

        • Does “The Family Way” not count as a movie score?

          • McCartney is credited as the “composer” but the music for that film was also credited as “produced and arranged by George Martin.” Without Martin or someone like him, there would have been no score. McCartney’s inability then and now to actually write musical notation means that his composing skills are dependent on a real composer like Martin to oversee and actually write the compositions. This stretches the definition of “composing” a bit.

            McCartney is a genius melodist and can arrange in the studio by doing his own overdubs, but he cannot write film scores or orchestra scores. Of course, with the use of midi synths anyone can “do” a film score now, but back when The Family Way was done there was no such convenience. So, I would say that McCartney’s part in that movie score was collaborative with George Martin. Certainly, Paul came up with the melody and the structure, but not the “score.”

    • The one thing i want to know is why three seconds of the song, which were on the promo copies here in the states, were lopped off of the end of the song? The end sounds clumsy without those horn notes.

    • I was born 1966, and I used to spin around till I got dizzy and fell over to “fool on the hill”. Part of my education later was to realize that the Beatles didn’t write the only creative music. One songwriter that really caught my ear is Hoagy Carmichael, and for the same reason Scott lauds McCartney’s chord choice here — he would take rhythm changes and do something unexpected. Hats off to Mr Freiman for such a lovely exposition and I hope to see him in a theatre soon, but it’s really not necessary to think that Sir Paul is the only one whose twists are brilliant!

    • John Cusack

      Name the “others” Mark, example’s please.

  2. eric isotalo

    OH MY GOD! This is why I love being a Beatles fan. Another piece of Paul genius on this song is on the walking bass lines. If you listen carefully, the first time he plays it, he plays the notes and deadens them immediately. The next time around he lets the note ring. It’s brilliant. BTW, I’m talking about on the bass guitar.

    • Paul was a master of that.

    • Obviously they inspired entire generations of folk, but i always find it exciting to hear other skilled bass players name Sir Paul as an inspiration. Sting being just one example. (I think Sting was particularly fascinated by the great Alberti-style bass line in “Lovely Rita”, though it’s been a long time since i read that interview.)

    • Doesn’t he also switch octaves, with the first time through an octave higher?

  3. Where are the Standels?the Chantal’s?

  4. Dave Bryce

    Paul’s stuff is cool to me because it’s typically simple triads in the right with walking bass notes in the left – denser chords on paper, but easier to understand when broken down as I just described, I think. While the Bmin chord cited above is indeed way cool, what makes it cooler is the two chords after it – the same Bmin triad with a G# bass, then a G natural bass which smoothly takes us to the F# bass for the F#sus/F# chords preceding the E that leads to the chorus.

    I think a bunch of the songs he writes on the piano get their motion from him just changing one note at a time. I see You Never Give Me Your Money as a good example of that.

    • Weird Old Uncle Kenny

      Yes, Dave Bryce. Michelle is another example. I don’t know what instrument he composed it on, but the intro/bridge part has a single note walkdown from a Dmin, but it’s in the middle of the chord, not the bass line, and it’s played on guitar on the recording. One of my favorite songs to play and sing, probably the most complicated song I know how to play, but so beautiful. Also, the verse starts on a major D chord, chorus on a Dmin. Not to mention half of the verses are sung in French!

  5. Bob hudson

    That was very interesting. For me it was because I hear the same inovations that Scott hears. Can’t wait to see him deconstruct the white album

  6. This is a cool observation, but the credit that’s going to Paul should be going to…Brian Wilson. “Penny Lane” is basically a rewrite of “Wouldn’t It Be Nice.” Listen to the backing track by itself and A/B it and you’ll see exactly what I’m talking about.

    • No denying that Brian Wilson is a genius in his own right, but what the heck are you talking about? Besides the fact that “Wouldn’t It Be Nice” uses a I – IV – ii – V progression—with a completely different harmonic rhythm—and “Penny Lane” uses a I – vi – IV – V progression, and both songs are moderate shuffles, the similarities pretty much end there.

      Besides that, “Wouldn’t It Be Nice” doesn’t anywhere contain the shift to a minor tonic chord, as is being specifically addressed here.

    • Jakob Gerber

      Wow ! That’s quite a stretch,by anyone’s imagination . I have so many hours,of the Beatles tracking sessions,and Penny Lane is right in there .
      There is absolutely no ” lifting ” from Brian,on P.L. I believe,there are something like four or five pianos,playing on P.L.
      The chord structure is not even similar. I’m not talking keys,in referring to the actual structure of the song .
      I don’t believe you’ll hear a suss chord in Wouldn’t It Be Nice.
      Among other things .
      The only commonality ,would be the set of two distinct different feels,in both songs .
      Although,I disagree ,with the moderator,on the Hendrix lift, I do agree on the clever turnaround ,dropping a whole tone,for the chorus .
      That was brilliant …
      Let the arguments ( I mean ” games ” ) begin.

  7. Thanks for the video. It’s those things that you notice in a song, but don’t realize how special it is. I gather you are a great musician yourself.

  8. Sylvia Walker

    I am a Beatles fan but not a musician so can offer no musical comments. However I am a Liverpudlian and by no stretch of the imagination can Penny Lane be call a ‘main thoroughfare.’ When the song came out I was a teenager and had to ask where it was. Only people living in that area (L18 south Liverpool) would have heard of it. In many ways this makes the song more poignant.

  9. Pete Sengler

    Brian Wilson did it in 1963…

  10. It’s a nice tune and chord progression. It is worth discussing but It seems that too much of a big deal is being made of it. Is this possibly because many are not familiar with the depth and breadth of the wealth of previous songs in the repertoire? I would just say that it is pretty cool and that songwriter/composer Paul was inspired on that particular occasion. A G#mi7b5 to G7 to F# sus is a nice movement.

  11. Partymonster

    McCartney did that numerous times.

  12. You all have already mentioned Brian Wilson, thankfully. How about Jimmy Webb, Harry Nilsson, Randy Newman, Van Dyke Parks, – they and others have all done these inventive things.

  13. Keze kezer

    Yeah, and nobody did anything nearly as inventive prior to 1960-65. Like Arlen, Gershwin, van Heusen, Porter, Berlin, etc etc etc

    • Thanks for writing. Scott is certainly not claiming that The Beatles originated these ideas, only that they had “big ears” that incorporated influences from many sources — Music Hall, classical, jazz, standards and more — and brought them to rock/pop in innovative ways.

    • Roll over Beethoven

  14. Scott, I LOVE your “deconstructions”. For a musical ignoramus like me, who likes music but knows nothing about the structure, youare a godsend.

  15. yay yatta

    You might be crediting the wrong Beatle with the “major to minor” thing .. Lennon used this three years earlier on “I’ll be back” in ’64. The song starts with a “sunny” Amaj and transitions to the “dark / stormy” Amin for the verse. The song’s turn around bridge portion of the song starts in Bmaj so a similar ‘key change’ template used once again in Penny Lane years later. According to the wiki, “I’ll Be Back” is primarily a John Lennon composition[2][3] credited to Lennon–McCartney, According to musicologist Ian MacDonald Lennon created the song based on the chords of Del Shannon’s “Runaway”[3] which had been a UK hit in April 1961. Author Bill Harry also wrote: “He just reworked the chords of the Shannon number and came up with a completely different song”.[2]”.

  16. Interesting replies. I feel the minor change in the song was inspired by the plot twists in the lyrics. It emphasis and mood is the brilliance of this particular song…. in my mind. Another inspiration no one has considered, could be the classically trained and “mood” minded Sir George Martin.

  17. Yes, that is absolutely the chord that makes the song. I’m not going to join in the speculation about who would or wouldn’t have come up with it. It’s a great and classic song and that’s one of the reasons why.

  18. Robert Challen

    Alan Pollack, a musicologist, began analyzing Beatles songs back in 1989 and eventually got through most, maybe all, of them. He analyzed (deconstructed) their form and harmonic structure with wit and wisdom. Definitely worth it for a Beatles fan with some musical knowledge. Google him.

  19. Lulu Girard

    First of all, I hate to nitpick, but when you say it was innovative for 1966, the song was released in 1967. I know. I was there. And a chord change like that has been around for a long time. It’s rock and roll. I heard it before the Beatles arrived.

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