Understanding Free Fallin'

[@12tone]

Some additional thoughts/corrections: 1) I said the song is obvious about its tonality and, thus, clearly implies major triads underneath the sus chords, but thinking back on it, I'm not sure anyone ever actually plays a D, so I guess it wouldn't be inconsistent to read this in F harmonic major, with a Bb minor chord. Seems implausible from a practical perspective, though. 2) So, full disclosure: In the clip I played to demonstrate the C chord in Lynne's part, I used Melodyne to slightly boost the presence of the E in the chord voicing to make sure it was hearable. It's a bit of a sleight of hand, but it was necessary because I don't actually have the isolated tracks for the individual guitars. In the stems I found, the two acoustics are already mixed together, so the best I could do is isolate the right-hand track, which is where Lynne's part is most present, in order to dull the influence of Petty's part. Unfortunately, it still bleeds through, and there's still an F that's pretty audible, so I bumped up the E a couple decibels in order to compensate. It's the best I could do, given the circumstances, but because it does involve manipulating the sound slightly, I figured I should acknowledge it somewhere. (To be clear, though, the E is still very much there without my meddling. Melodyne consistently identifies it in every statement of this chord voicing. It's just sharing space with the F, and I wanted it to sound clear.) 3) It was surprisingly hard to get accurate traffic death stats for LA specifically. Sources ranged from around 300 per year to over 600, so I decided to just say "hundreds" in order to avoid having to commit to a single source when I don't really have the expertise to determine which ones are most reliable. 4) In retrospect, I wish I could've found something to say about the bass tone. It sounds really good, with a soft sort of warmth to it that feels really comforting in the context of the song. 5) Relatedly, if you're wondering why I notated the chorus double bass in treble clef, it's because I initially had it pegged as a guitar double. Honestly it still might be, I'm not sure, the tone does sound fairly similar to Campbell's part in the breakdown. (although it doesn't sound like a 12-string.) Listening to it more, I feel like it's probably just a second bass, especially since it still exists in the final chorus despite Campbell breaking off and playing a related but distinct part. That'd make more sense to me, so I updated the script, but I'd already filmed with the guitar notation. Whoops. The notes are all correct, though, so not a huge deal. 6) To be clear, I don't have any issues with any of the sponsors I've worked with regularly. They've all been nice to work with, and I think they make good things. I just find that the need to include sponsor sections at all detracts from my ability to make the best videos I can, and I like making the best videos I can, so I'd like to avoid sponsors if possible. Even the good ones. 7) There was never a typo in the thumbnail. Don't believe anyone who tells you I don't know how to spell "Surprisingly".

[@alx3541]

hey I was wondering if you could do an analysis of the song herion by the velvet underground

[@Aurora-oe2qp]

@@alx3541 Seconding this. The song is great and I just love how long and Winding it is

[@alx3541]

​@@Aurora-oe2qp exactly the song is powerful as it is gritty

[@mateussn1]

There actually are some D's in the background vocals in the exposition and march verse, and then in the last chorus. I would say it kinda adds to the duality, as the full Bb chord (the subdominant) reinforces the idea of taking off (freedom). I guess it makes more sense to the whole. There's some fine production behind this song, and I loved the way you brought it all, thanks!!

[@yeetyeet7070]

"one word: free fallin"

[@charper13126]

Nothing says, "I know my audience very well" like 12tone saying, "Calm down, sonata fans"

[@StephenJones-il9ok]

I heard it. But I didn't get the reference. What is it?

[@TheRealMarauder]

​@@StephenJones-il9ok en.m.wikipedia.org/wiki/Sonata_form the exposition section.

[@StephenJones-il9ok]

@@TheRealMarauder thank you

[@adultnewborn3460]

Tom was a huge legend in Gainesville Fl. The week he died, I went to a Gators football game, and they played Won’t back down going into the 4th quarter in honor of him. It became a tradition now going into every 4th quarter, along with other Tom Petty songs throughout the game. Man was a legend. RIP

[@azrael1467]

Proud to be a musician from a place where an amazing musician is from. The Gator band has a full halftime performance of just Tom Petty songs on their socials, definitely worth a watch.

[@adultnewborn3460]

@@azrael1467 Ohh I had no idea they had a full halftime performance dedicated to him. Thank you for letting me know. I’m about to go watch it now 🧡💙

[@playgroundchooser]

The "Ventura Boulevard" line may be my favorite bit of music of all time. Hard stop. 😄

[@HappyBeezerStudios]

it is there, but there is also that pair of lines in Walking in Memphis: "she said, boy you a christian child. I said, ma'am I am tonight" paired with a break in the instruments that leads right into the final chorus of the song.

[@MLFranklin]

Yes

[@KaneGruber]

That final verse has an added layer of poignancy now that he’s gone: “gonna free fall out into nothin’; gonna leave this world for a while”. ❤

[@conorreedR2C]

The "Into the Great Wide Open" reference really got me, thank you lol

[@Labyrinth1010]

Same. Love that song!

[@Curbjaw]

I got to see Tom Petty on his last tour, and when they did Free Fallin', to be in a room with 29,000+ people singing it all together was pretty amazing... and to think it was just a simple joke.

[@mx.murphy]

I'm not really a commenter in practice, but I almost jumped for joy when I saw that you were doing this song. I'm so grateful that I got to see Tom during his last tour. His music was a constant presence in the background of my childhood, and I hadn't even realized it noticed until I finally got to see him onstage. Like I said, I don't usually comment, but I probably would have even without the message at the end, just to thank you for looking at one of my favorite songs!

[@michaelmartin4651]

In an interview not long before Petty died, Mike Campbell was asked whether there were any songs that he and Tom didn't really like playing anymore at shows, but felt they had to play for the fans' sake. He smiled and said yeah, Free Fallin'. In any case I still love it, and love a great many Petty songs. Personal favorite is The Waiting. This video was so incredibly engrossing and so well-done.

[@1oolabob]

"Freedom is responsibility" got a big HELL YEAH IT IS from me.

[@mandobob]

Rick Beato did FF as one of his What Makes This Song Great. It is also a very informative discussion. Highly recommended.

[@unperson5713]

I remember when this instant classic was released. It was like hearing a song I always knew for the first time.

[@Inverse_to_Chaos]

Ever since I was a kid, the backing vocals (16:52) were always satisfying to hear. The song still eliminates any stress I feel whenever it is played.

[@nickb20]

I maintain that this is one of the best and most criminally undersubscribed channels on KZbin. Thank you!

[@Aurora-oe2qp]

This is gonna be exciting! This is the song that got me into rock and I absolutely adore it. Rest in piece Tom and rock on to all y'all.

[@katherineheasley6196]

This is one of my favorite songs. Tom Petty was one hell of a musician/songwriter.

[@MardyAss]

He was goddamn awesome and we're much poorer after he disembarked.

[@donald-parker]

No one could do more with 3 or 4 chords than Tom. His songs .... had song power. Doesn't matter if it is the full band or an unplugged version. They stand. One thing I always noticed about his work was prominent pedal tones. In this song, the guitars are emphasizing the F sound, but in most others it was Benmont. Similar musical device though.

[@BlockyRaptor]

I miss Tom Petty man, one of my biggest regrets was not seeing him live when i could

[@daylightrambler]

I don't have a dollar to spare, but I'd be interested in hearing your breakdown of Lynne's production work in ELO. He uses many of the same methods here (synths, layered vocals, multiple guitar parts) but without the bombast of his previous band. A less-skilled producer using these tools would likely create something "slick" and overproduced, but Lynne always seems to understand just where to put everything in the mix to avoid this trap. I'm a big fan, and I try to drop this page into music conversations whenever possible. Keep on rockin'!

[@HandscharGeorgeCostanza]

Pay up

[@Kathayne636]

Lol, cheapskate.

[@unluckykeys]

I think my favorite thing about all of this is how little of the theory was probably called into question when the song was being put together. I get the sense that most of Tom Petty's music was written based around what shapes and notes sound good without getting too deep on specifics. I might be wrong, but I love the idea of this song being written around components that sounded good and just happen to be music theoretically genius

[@AkashWShah]

These types of songs, which slowly layer on more and more until at the end you have an epic wave of sounds, are probably some of my favorite types. I specifically love them as intros, my favorite examples are Thunderstruck (AC/DC) and Your Betrayal (Bullet for my Valentine)

[@alicewilson1913]

Have a vivid memory of my dad taking me to an indoor rock gym as a kid and this song started playing over the PA, the irony of which was funny, but also a little disconcerting when halfway up a 60ft wall.

[@bhhNC]

Your analyses are great! I'm 63 (tomorrow) and a whole mess of what you expand upon were killer AOR car radio tunes when I was young. Keep on plowing.

[@ShadowWizard123]

I have fond memories of this song from back in high school. Love the way you are able to explain some of the secrets to why it's so emotionally resonant.

[@Labyrinth1010]

DAMN, dude. I’ve been a huge fan of this song since the record came out and you’ve clearly demonstrated just how freaking brilliant it is. Incredible. This may be my favorite video of yours. And that’s saying a lot.

[@FelixWheatfield]

That high F in the bass I would absolutely equate to a sunrise, and I've never been to LA in my life. It's always such a triumphant sound to have the bass play a high pedal while the other instruments are changing chords around it, particularly any kind of IV-V motion or vice versa. Sounds to me like standing like a conquistador on the top of a mountain with your hair blowing in the wind. See: Modern Love by Peter Gabriel, Panic Song by Green Day, and The Real Me by The Who.

[@Coddlesworth]

This is one of your best break downs, IMO.

[@OhadLutzky]

12tone clearly having lots of fun with whatever DAW software voodoo is allowing him to isolate individual freakin' notes from a guitar chord.

[@EricGoetzMusic]

It's probably Melodyne.

[@Kiaulen]

Can we just appreciate Cory's beautiful river at 16:05? That's incredibly realistic to come out of a sharpie pen.

[@Cosmolydian]

You missed an opportunity to call this video Understandin' Free Fallin'

[@angelahull9064]

That snare march invoked the image of riding on a train, a very common theme for Petty.

[@1oolabob]

This is another great analysis of a great song, and again with more depth and more really musically-useful stuff than I should expect for free. By now I'm used to getting a lot out of the videos you make, and as always, I can only think of sincerely thanking you for your work here. I also want to point out that the Tom Petty/ Jeff Lynne team came up with a song that was strong enough to make Johnny Cash want to sing it: I Won't Back Down is a powerful anthem. These two musicians did amazing stuff together, and it feels amazing to understand some of how they did it. Again, thank you.

[@rmdodsonbills]

I agree that your recent videos have been some of your best work.

[@grberendzenproductions312]

Dude, I'm 61, a Petty fan since his beginning on the scene and that is one of my favorite songs of all time! I love your analysis. You break things down and explain the things one hears and is cognizant of but doesn't quantify or put into words. I've watched videos with Lynne explaining how the song came to be and knew of the layering technique, but you give insight into why it works so magnificently and why the live versions can never truly recreate the original. That would be a massive undertaking.

[@mikefutcher]

Your links to sponsor promos the most entertaining! Sometimes I would end up shouting ohhhh - LINK! in an empty room.

[@chrishillery]

I'll be honest - I've never been a big Tom Petty fan, and this song in particular kind of grated on me. But even with that, this video really showed the level of design and artistry that went into the production, and I can appreciate the song a lot more because of it.

[@jmendi55]

While many of us would agree Petty is on R&R Mt Rushmore, I have to think there's a lot of Jeff Lynne and some Mike Campbell here as well. Jeff's own stuff is a bit too produced for me, but Tom plus these two taking the most rudimentary of ideas and evolving it into this tune is really masterful.

[@jessejameskaine]

Thanks for this. Tom was the master.

[@eli-boy7473]

That a Lotr reference?

[@steakfilly5199]

@@eli-boy7473 yes it is

[@jessejameskaine]

@@eli-boy7473 yeah. Tom Bombadil, not Petty. 🤷🏻‍♂️

[@SamuelKristopher]

When I get back from my holiday I really think it's time to start donating a bit to this guy. 12tone and Adam Neely have done so much for the musical education community but as great as Adam Neely is, it's sometimes a little bit too high level for me and 12tone hits a really good balance of teaching me something new while using language I understand pretty well. Massive thanks to 12tone for these videos. Absolute legend!

[@Labyrinth1010]

Also check out David Bennett Piano. He’s a great theory teacher.

[@Tomy_Yon]

❤️ just for reviewing this one.

[@Datamining101]

This and "we didn't start the fire" were huge for me in 1990.

[@tigerofdoom]

I like how you slipped "into the great wide open" in there. Nicely done

[@HuckleberryAlexander]

the narration itself is nice listening to fall asleep to. not to mention the information that i keep trying to stay awake for.

[@1rwjwith]

It is such a lyric based song with a pretty unique layering over the 3 chord progression, the dynamics and layering make it so much more musically. So many unique touches like that ultra simple 12 string “lead guitar” solo…I have played this song dozens of times live myself having started coving it shortly after it came out. One thing I would like to note is that many musicians really don’t like playing it! I remember the bass player I was working with at the time saying “I hate this song man”! HE WAS MISSING THE GREATNESS OFIT. Also note the story Tom Petty himself told of when asking the Heartbreakers bassist Howe Epstein to play on it…Epstein said , “ I don’t like it”, Tom said “ Well then you don’t have to play on it!” Of coURSE Epstein ended up playing on it hundreds of times after that live! RIP HOWIE & TOM .

[@bonniepinney2884]

This is one of my favorite songs of all time. Thanks for analyzing it and so many other awesome songs. I love understanding the science behind a song, and how emotion is conveyed though music.

[@zenupe84]

That was a great presentation.

[@CaedmonOS]

Once I'm in a more financially stable situation I'm going to go through my entire subscription list and just support a lot of the creators that I love

[@otakubancho6655]

To me this song really shows how talented Tom Petty was,it also encapsulates he was known for,music that he wanted to listen to and not pandering to the critics!💖💖💖

[@JoelKirchartz]

Just watched The Prisoner, and I howled when you did "Information"

[@paultreneary]

I'm going to have to revisit this and play closer attention to it - great vid.

[@derekfromwestern8905]

A Prisoner reference at 15:40. Throwing us old-timers a bone!

[@jvz773]

Fantastic video, thanks 🙏

[@cameronsartin1761]

Another great video, I thought there is no way I would enjoy an analyze on and admittedly good yet (in my mind prior to watching this video), classic song

[@TouchingClothProd]

And to think: The record company originally rejected not just the song, but the entire album O_o

[@TroyDarling]

OK. I’m in on Patreon.

[@s.b.2088]

Fascinating analysis, thanks! I actually think your explanation at 3:50 makes the most sense, when messing around with random chord progressions and alternate fingerings on the piano I *always* end up stumbling upon this riff, and I've always seen it as: Base, BaseSus4, Base, BaseSus2.

[@nicholasdelia8330]

Subbed instantly because your sponsor free! That's awesome man. Great content to coincide!

[@jasonremy1627]

Great analysis as always! Rick Beato's "WMTSG" on this song is a great watch too on this.

[@isaacness2647]

in spanish that song sounds like frijoles (beans in english), so every time it's on the radio its hunger time!

[@nickgierczak8398]

dude, I love you. these videos are awesome

[@josephr.lejeune4539]

Brilliant breakdown of an amazing song. So much to learn here from your analysis. A lesson in production. How to build a song, just the right ingredients at the right time. Everything added to lift the song from simplicity to beautiful! Thank you. You’re an amazing teacher and the drawing just takes it over the top. You make the world a better place. 🙏

[@bobfugett724]

That was fun. Really, really fun.

[@jessemunson1352]

one of the best songs, ever

[@argkitsune]

It would be cool if you analyzed the rest of The Downward Spiral 12tone

[@AnAmericanComposer]

I'm curious if you'd ever take on a longer track with a lot of harmonic complexity, like Duk Koo Kim. Great analysis on Free Fallin! The harmonic basis of that song was actually used to build a series of choral pieces I wrote in college lol

[@OrionsVantage]

"..declares his freedom into the Great Wide Open" I see what you did there!

[@bairnonessie]

I would absolutely love to hear a breakdown of some Nightwish songs. Tuomas is a composer sure to go down in history next to the classics.

[@wbfaulk]

"I can hear that F stabbing me in my left ear" On the 12-string, the way that he's voicing the chord - something like X33563 - that high F is being played on three strings: the two strings in the B course, plus the high string of the D course. In addition, that last string is an open string (it's being played with a capo on the third fret), which lends a different timbre. There's a lot of audio information going on with that note.

[@RangeWilson]

Down-to-earth analysis here (except maybe for that part about Jeff Lynne's C chord), focused on the nuts-and-bolts of crafting a compelling song. To me, this sort of video is far more useful than a bunch of orgasmic cries brought on by a "hip" chord change (I'm looking at you, Rick Beato!)

[@Miata822]

great video. deepens my understanding of why this song works. I finally joined your patreon.

[@emanuellandeholm5657]

The dracula-doodle is a reference to "vamp", no? That took me a while...

[@ruffxm]

I thought it was his reference to "count". He said "if we count..."

[@emanuellandeholm5657]

@@ruffxm Oh shit! That's from Sesame street right? That makes sense

[@goldenandesite]

One my income becomes more stable, I am 100% supporting on Patrion. These videos have helped me a lot with music theory because it talks about songs I like.

[@ruffxm]

If you're so passionate about it, why not 100% support it by even sending just a dollar a month?

[@goldenandesite]

@@ruffxm at the time of posting that, I literally had no job

[@richarddeese1991]

Thanks. This album is genius to me. Most great songs that are believed to be simple are actually a lot more complex & nuanced than they first appear. In hearing the tracks broken down, I did notice something else I found interesting, too. I noticed the chorus voices seem to sing, "Free fallin' / Now muh" [or "meh" or "ma" or something] instead of "Now I'm". Our ears tend to hear what we think they should. I assume they did this for reasons involving keeping the singers synced, and/or because it sounds clearer. I know lead singers sometimes add extra sounds in front of words that otherwise begin with vowels, for something like the same reason (like British people pronouncing the letter 'h' as "haich". It occurs to me that I've heard of this idea before, but I can't think of any (other) specific songs that use it. It's definitely something I'd never come up with on my own. Thanks again. tavi.

[@owenvogelgesang7314]

IMO it sounds more like "I'mma", but it's really up to your interpretation

[@dmues5s]

Totally agree with that. In live versions you can make out clearly that Scott Thurston is singing "I'mma free fallin'". Go look for the excellent Rockpalast recording from Hamburg 1999. (Edited for the year)

[@richarddeese1991]

@@dmues5s Cool! Thanks. tavi.

[@matthewvreeke9872]

Hey could you do an analysis of Kashmir by Led Zeppelin?

[@ephil105]

The comment about the drum fills acting as “musical on-ramps” reminds me of Bev Bevan’s fills for ELO. They are all simple but provide that same function.

[@hoangkimviet8545]

Thank you for introducing this song!

[@rollomaughfling380]

15:15 OMG putting Gollum there is genius!

[@rubrshrk]

I really enjoy watching this. I'm glad I found your channel!

[@jacobleetaylor]

First song I remember hearing, me and my dad driving around town about 1993

[@tianjohan4633]

Great one once again. Well done.

[@oelarnes]

Wrong... it's E/A/B on Capo 1-> To a guitar player, the progression is pretty clearly F/Fsus4/Fsus2. It's the classic cliche pinky noodling on a D chord (with Capo 3). That doesn't make the analysis wrong, since the bass drives the tonal interpretation. But I think it's worth pointing out. Same basic chords and suspensions in Good Riddance (Time of Your Life) by Green Day with a different (also cliche) voicing. As you pointed out it's more about the pedal 1/5 than complex chord modifications (Check out Billy Joe's top fingers in the music video). The picking pattern hitting the D/G pedal point is iconic to the song, and easy to play. Also uses push chords and a similar nostalgic/regretful lyrical theme. Thanks for the analysis.

[@JBergmansson]

Came here to say the same. With Capo on 3, the chords are all different kinds of D shapes, which essentially mean that "power chords with a melody on top" is exactly the right analysis.

[@Jaiarrhea]

Except the bass messes that theory up

[@charlessale409]

No it isn’t. It’s played with E A and B shape chords with ringing open high E and B.

[@JBergmansson]

@@charlessale409 That makes sense as well.

[@Jaiarrhea]

I’m gonna it doesn’t matter wha5 a guitar shape looks like, It’s the sound of everything together that determines a chord. I might play on guitar a Dmajor chord, but if the bass is playing a B that will make it a Bmin7 since a bass note will impact the overall tonality a lot. Might be useful for your own way of remembering how to play something by thinking ‘I’m playing Dsus2,sus4 then maj”, but the root movement will determine what the guitar chords ACTUALLY mean. In this instance a power chord with the inner most voice moving around tells us about how the upper voices are interacting - you can separate it and explain it this movement like Suss2 and 4 going to the major, but and the root movement is just as important if note more (I’m sure that’s a matter of opinion tho), as it can really define the qualities of the chord regardless of the upper layers. jazz uses often rootless chords voicings while a bass will play the missing root. As in the above example It’s kinda like calling a Bm9 a Dmaj7/B is a bit pointless in most circumstances. If I were to describe to a band the chords are DM Dsus2 Dsus4 the bass would keep pedalling that D , which wouldn’t really represent the song. But you could say the same thing, But specify the bass movement with slash makings going between 4 5 and 1, that’d be agood explanation too. A bit more confusing in my opinion but not too hard to grasp and could possibly defin3 the overall movement better. I think not however but there you go

[@michaelmoore7975]

Nice. And subbed. Would very much appreciate an analysis on maybe a Jeff Lynne/ELO song. He had some very clever progressions and song structures. Lots of atmospheric and emotive elements. Not a suggestion but I always liked the intro to _Ticket to the Moon_ being exactly the same as _Moonlight Sonata._ Anyway, thanks for the entertainment/enjoyment.

[@michaelfitzurka5659]

exceptional. ty

[@CSXIV]

"Shouting into the great wide open." I see what you did there.

[@frigginjerk]

Nice reference.

[@toddhatfield5329]

This is amazing

[@notoriouswhitemoth]

_We are condemned to be free, responsible for every free thing we do_

[@ThelastDJ1976]

To my mind, Petty is Rock & Roll's greatest songwriter. Thank you for this insightful analysis.

[@joeybidster]

Great work as always sir. Very thorough 👏 hats off

[@nemozamora8091]

12tone! You should totally do a video of Understanding Where the Streets Have No Name, by U2! It’s one of my favorite songs and has so many layers and so much going for it!

[@lp-xl9ld]

Tom Petty's best song, or at least my personal favorite...thank you, thank you, him for writing and performing it, you for the analysis.

[@frigginjerk]

My favorite, too, although I should point out that I have, like, 50 favorite Tom Petty songs. I can't decide, and I see no reason to decide. Too many great ones.

[@gordonkennygordon]

Good day to you! Lovely work on this song. To my ear, the melody wants to be on the tonic at the end of the first two bars, and the dominant at the end of the second two bars. But the accompaniment - with the Csus+3 (tm) - pulls in the opposite direction each time, so it's never really a dominant, like full-on-dominant-7-let's-go-home, yet never fully resolved either. I lived in LA for a number of years and can attest that every intersection is an ambiguous choice with no clear direction. It doesn't matter which way you turn - eventually you'll wind up at the ocean or the desert... Peace

[@maggiemakgill]

"declaring his freedom IN TO THE GREAT WIDE OPEN! " LOL

[@tylerhackner9731]

One of my favorite songs of the late 80s

[@1rwjwith]

Brilliant analysis !

[@scyz2807]

Here's some thing simple - I always picture this song about sky diving. Or the things you want to forget while your "free falling". Or perhaps it's the things you can't forget even though you are "free falling" toward the Earth below.

[@codedGiraffe]

“Cars are freedom, trust me I know I live in LA and you can’t get much of anywhere without a car.” *Not Just Bikes has entered the chat*

[@Anonymous-df8it]

lol

[@ButtHoleSinger]

Full Moon Fever was the first CD I ever bought

[@JonWRowe]

If Petty is playing a 12 string, then the highest note in the mix is either a high C or a high G (my ears aren't good enough to tell), which is either the root or 5th of the C major or C sus 4 chord. I learned in music school that you can get away with minor seconds, but you don't want those two clashing notes on top.

[@Jaycalsun]

thank you.

[@stephenspackman5573]

Hm. After watching this I went back and tried listening to Free Fallin' as a Jeff Lynne song, rather than (as I usually hear it) Tom Petty. It's interesting. My feeling about ELO was always that (speaking in generalities) the older it is the more I like it, but that's not to say that Lynne ceased to be a genius, and there's a lot of what I used to love here if I listen for it. And always interesting to listen to a track after hearing your analysis-it brings the calligraphy, as it were, into focus. Thanks for the great work!