Bing Hodneland logo



List Bestselling Books


List Bestselling DVDs


Sheet Music Plus Featured Sale
In Association with

All the information on this site is free. But if it is of value to you, I appreciate a tip.

Previous page:

Notes on "I'm Only Sleeping"

Next page:
Previous page: Notes on "Eleanor Rigby" Next page: Notes on "Love You To"

This article is from Alan W. Pollack's groundbreaking series "Notes on the Beatles". Links in the orginal article is written in this colour: index to the series, while links I have added appears as standard links. Go here for more information on my site about the song

Notes on "I'm Only Sleeping"

KEY e flat minor


        ----- 2X ----
FORM Verse/Refrain -> Bridge -> Verse(half Guitar Solo)/Refrain ->
  Bridge -> Verse/Refrain -> Outro (fadeout)

General Points of Interest

Style and Form

This song is mastered in the extremely unlikely key of e flat minor; no doubt a side effect of the extent to which the original tapes of both the backing track and vocals were manipulated on playback; in opposite directions, no less -- an effect familiar to us from "Rain."

I half-wonder if the placement of this track directly following the e-minor tonality of "Eleanor Rigby" was done intentionally, to highlight the half-step downward in key. But at any rate, I'm going to discuss it below in terms of e minor, simply in order maintain some semblance of orthographic legibility. If you don't think it makes a difference, try sight-reading, some time, the sections of the WTC written in e-flat (or even better, d#) minor :-)

We have an interesting formalistic ellision here in the way that the bridge melds so seamlessly with the verse that follows it that the next verse at first sounds like the ending the bridge rather than the start of something else; and in retrospect, the bridge, per se, seems like only a fragment of something. This example, by the way, bears intruiging comparsion with "She's A Woman", of all things; do check it out.

Melody and Harmony

The tune features a patter-song-like hammering away on the tonic note of the scale, though the verse still manages to lazily spread out over the span of a full octave. The brief bridge section features a couple of bent notes which lend a touch of the blues.

Compared to the several drone-like songs we've looked at most recently, this one has a larger number of chords in it than we've seen in quite a while, though none of them are particularly exotic choices.

The most curious harmonic feature of the song is the use of a chord stream (i.e. step-wise root movement of chords) in the refrain, the likes of which we haven't seen since the very early days of "Ask Me Why," "Do You Want to Know a Secret," and "P.S. I Love You."


What must have started out on the source tape as a backing track of relatively straightforward instrumentation was slowed down a bit to add that certain grainy/chunkiness on playback. Similarly, the speeding up of John's vocal on playback makes him sound tremulous and eerie; the latter effect being further intensified by the manner in which the automatic-double-tracking is split out onto the two stereo channels for only *some* of the phrases; compare this with "The Word."

The backwards-mastered guitar licks are a special effect that have nicely weathered the march of time losing none of their popularity nor their ability to transfix, though the background story regarding how George carefully practiced his guitar bits so that they would sound fine when mastered backwards after being played forwards is, by our own contemporary standards of digital control, rather quaint. True to their, by now, well-established penchant for layered arrangements, the application of the reversed guitar bits first starts in the *second* verse.

The backing vocals add their own little touch of surrealism to the the procedings. Their echoing of the last line of each verse and "oodle-i-doo" falsetto harmonies of the refain have something of an Andrews Sisters/1940s kind of unsettling resonance. Only Paul's bluesy counterpoint in the bridge sounds a bit more familiar in context of the Beatles.

Paul uses walking-bass passing notes in two critical places here, thus providing a subtle effect of unification: at the end of the verse, he fills out the space between the C and a chord with a melodic B, and similarly, near the end of the short bridge, he fills out the space between the a and F chords with a G. Granted, these are exceedingly small touches, but if you "know" this song and like it well, I'd bet you've noticed them even if you haven't done so consciously. Or put it this way -- try and imagine hearing the song *without* them!

Section-by-Section Walkthrough


The verse is a surprisingly odd nine measures in length, in spite of its obvious AA' phrasing:

 |e  |a  |G C |G B |
e:  i   iv   III VI  III V

  ---- 2X!!-------
 |e  |a  |G C |-      a |
  i   iv   III VI         iv

[Alan and I have different preferences when it comes to notation. I prefer to use the major scale as reference, even when the basic key is minor. So in my notation the two linkes would have been:


Both phrases are harmonically open but in different ways. The first one ends on V, nicely begging a reprise. The second one rhetorically adds that one extra measure, and then ends on VI --> iv, thus begging for something "different" from what was heard previously.

In the always relevant department of Foolish Consistency Avoidance, we have the verse with the guitar solo filling out only the five measures of the A' section. Actually, the "real" aesthetic lesson being taught in this instance is not so much one about non-consistency, as much as it is a one regarding the Conservation of Special Effects.


The chord stream of this refrain, not to mention the prominence of that juicy C Major 7th, is a prime source of what gives this song its overall jazzy feeling.

The section is a somewhat unusual length of six measures, and its internal phrasing is remote from anything in the nature of a balanced binary form. Rather, we have a 1-measure's worth of tune that chases its tail several times within a narrow range before petering out entirely before the end of the fifth measure:

 |G  |a  |b  |a  |
  III   iv   v   iv

 |C7  |  ||e  |-  |
  VI      i

The refrains that precede each of the two bridges are extended by an additional two measures of a time-stopping vamp on the i chord. The second one of these extended refrains (i.e. the following the guitar solo) includes some muted, errant talking in the background, followed by a strange foghorn-like electronic sound during the e minor vamp.

The refrain is harmonically quite elliptical. Its opening measures convey intimations of a shift toward the key of G (the so-called Relative Major of e minor), though nothing approaching the finality of a complete modulation is in the offing. For that matter, the manner in which the home key of e is confirmed at section's end is also done without clear or complete cadence.


No matter how you parse this section, it somehow seems to fall out as incomplete or fragmentary. Even if you add in what I call the two- measure vamp at the end of the refrains into *this* section, I believe there is no escape from hearing, at first, what turns out to be the first phrase of the next *verse* as though it were the second phrase of *this* bridge:

 |d  |E  |a  |F  |
e:  vii
a:  iv   V   i   VI

As with the refrain, we have yet another tentative harmonic foray, this time toward the key of a minor. The formal ellision between this bridge and following verse is somewhat disguised the way that this modulation fools you into hearing the first two measures of the next verse as still being in a minor, with the pivot back to e first coming near the end of the first phrase, as follows:

 |e  |a  |G C |G B |
a:  iv   i   VII    III  VII       e: III V


As an "outro", per se, this one is rather unusual in both form and substance. At the end of the final refrain, where previously we have had the C Major 7th/e minor bass arpeggio, this time the backing abruptly, even awkwardly, just stops, leaving the backwards lead guitar to "noodle" all alone into a fadeout.

Some Final Thoughts

This song belongs to a special category of Beatles songs in which "content" plays a secondary role to "gesture". I define "content," in this context, as the relative level of special care and quality lavished on the basic musical elements of tune, chord, and form; and "gesture" as a focus on the bedazzling and disorienting overall effect to be achieved by the incongruous combination of familiar yet disparate stylistic cliches that are not usually found under the same roof, plus the overlay upon one or more of these elements of surreal special recording studio effects.

That the Beatles were great innovators of new styles synthesized from among the elements of disparate influences is widely celebrated. But the kind of gesture we're dealing with here, where one or more cultural readymade is exploited for its very hackneyed recognizability is an achievement of a slightly different nature. In this particular instance, we have a strange montage of the boozy/jazzy ride-beat, the patter song tune, the cooing backing vocals, combined with that lead-guitar that is distorted on playback.

The amazing thing is to ponder not only how much this peculiar type of parody would flower in the Post-Pepper-Period, but the extent to which you'll note how its roots were embedded deep, all along, if only you look back with an eye toward discerning them.

It wasn't only the in the music, either! What better example of a surreal montage made of found pop-cultural-objects can you think of in the realm of album cover art than the pseudo-photographic black-and-white job done by Klaus Voorman for our Revolver?

Alan (

"Give me a bottle of milk and some tranquilizers."            032094#94

Copyright (c) 1994 by Alan W. Pollack

All Rights Reserved

This article may be reproduced, retransmitted, redistributed and otherwise propagated at will, provided that this notice remains intact and in place.

These articles were originally posted in the News Group The content from this newsgroup is archived at, and Alan W. Pollacks "Notes On" series can be found at

. I used to link to the versions published in Soundscapes before I decided to include them on my own site.

If you want to learn more about the musical side of song writing, chord progressions, harmony and theory through The Beatles songs (and/or The Beatles in particular), I recommend the following book:

Artist: Dominic Pedler

Arranged by The Beatles

More >>

The Songwriting Secrets of the Beatles

Book of the Month 2003-10
The Songwriting Secrets Of The Beatles is an essential addition to Beatles literature - a new and perceptive analysis of both the music and the lyrics.

More than thirty years after The Beatles split up, the music of Lennon, McCartney and Harrison lives on. What exactly were the magical ingredients of those legendary songs? why are they still so influential for today's bands? This groundbreaking book sets out to exlore The Beatles' songwriting techniques in a clear and readable style. It is aimed not only at musicians but anyone who has ever enjoyed the work of one of the most productive and successful songwriting partnerships of the 20th century. Author Dominic Pedler explains the chord sequences, melodies and harmonies that made up The Beatles' self penned songs and how they uncannily complemented the lyrical themes. He also assesses the contributions that rhythm, form and arrangement made to the Beatles unique sound. Throughout the book the printed music of the Beatles' songs appears alongside the text, illustrating the authors explanations. The Songwriting Secrets of The Beatles is an essential addition to Beatles literature - a new and perceptive analysis of the music itself itself as performed by what Paul McCartney still calls 'a really good, tight little band'.

Level: , 816 pages
RefNr: 0711981671
Order From:
Amazon UK
Amazon US

Previous page: Previous page: Notes on "Eleanor Rigby"Next page: Notes on "Love You To" Next page:

Previous page: Next page:
Previous page: Notes on "Eleanor Rigby" Next page: Notes on "Love You To"