Babylon Sisters

This article is the first in a series going deep into the theory behind Steely Dan’s music. I have chosen to start with “Babylon Sisters” as it is one of Becker and Fagen’s more complex compositions. I was interested in finding out how a 44-chord tune can hold together as a piece of popular music. From here, I will be working through the rest of Gaucho and possibly beyond.

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If you haven’t seen it already, I would recommend watching Donald Fagen’s Concepts For Jazz-Rock Piano. In the video, he explains how he and Walter Becker developed their songs from common blues ideas. This article will attempt to follow a similar train of thought for Babylon Sisters. As you can see from the video, Fagen has a strong theoretical understanding of Steely Dan’s music and is able to talk through his musical choices using the common vocabulary of jazz and blues harmony. I am not claiming that this interpretation was Becker and Fagen’s intention when they wrote the tune and it is highly likely certain ideas just “sounded good”.

A warning: this article will be a fairly dry discussion of theory underpinning this tune. It includes a general overview of the composition, before getting into a line-by-line analysis of the music. It assumes some knowledge of music theory, including jazz and blues theory. Where possible, I have included a link explaining theoretical concepts as they arise. The song has been transcribed in standard notation and includes a lead line that covers either the vocal or instrumental topline melody and a reduction of the piano and bass part. I have included chord symbols and jazz/pop Roman numerals explaining the function of each chord.

The full transcription is available in MusicXML format here.

Part One

Musical Overview

Keys

Babylon Sisters is built on four interrelated key centers. Almost all of the melodic and harmonic material in the tune is derived from these keys:

Bb major

Bb minor (the parallel minor of Bb)

Db major (the relative major of Bb minor)

Db minor (the parallel minor of Db minor)

Bb major can be considered the “home” key of the tune - it is the key that the verse resolves to and is the key of the chorus and coda. All three sections include a modal interchange with the parallel minor, Bb minor. This kind of major-minor modal interchange is very common in popular and jazz music and is connected to the blues, where “blue notes” (minor thirds and sevenths, flattened fifths) are introduced into an otherwise major tonality.

The bridge and introduction are in Db major, the relative key of Bb minor, with a modal interchange to Db minor. Modulating from a “home” key to a key a minor or major third above or below is another very common device in popular music (particularly for the bridge) and is known as the “chromatic mediant” relationship. Songs like “Oh, Pretty Woman” by Roy Orbison and “Something” by the Beatles use this modulation. It is also common in jazz music, for example, “On Green Dolphin Street” modulates between the keys C major, C minor, Eb major and Eb minor - keys with the same relationship as those in “Babylon Sisters”. Through these two common devices, Becker and Fagen have created an expanded harmonic framework for the tune that nevertheless has a strong tonal center.

The introduction, chorus and bridge have a fairly simple modal interchange, with chords borrowed from the parallel minor and some of the melody derived from the blues scale.

The verse has a more complex modal interchange around the Bb tonic. The verse starts on a Bbm chord, the relative minor of the previous key, Db major. As the verse progresses, there is a transition in the melody from Bb minor to Bb major through the modes of the diatonic scale - starting with Bb Aeolian, then Bb Dorian, Bb Mixolydian and Bb Ionian. The first mode, Aeolian, is the natural minor scale and each successive mode adds more notes from the major scale until arriving at the Ionian mode, the major scale itself.

Bb Aeolian Mode (from Db Major)
“Drive West on Sunset to the sea,
Turn that jungle music down, just until we’re out of town.”

Bb Dorian Mode (from Ab Major)
“This is no one night stand, it’s a real occasion.”

Bb Mixolydian Mode (from Eb Major)
“Close your eyes and you’ll be there, it’s everything they say,”

Bb Ionian Mode (from Bb Major)
“The end of a perfect day, distant lights from across the bay.”

Each of these modes comes from a successive clockwise step on the circle of fifths, with Bb Aeolian coming from the sixth degree of Db major, Bb Dorian coming from the second degree of Ab major, Bb Mixolydian coming from the fifth degree of Eb major and Bb Ionian coming from the first degree of Bb major. The successive keys on the circle of fifths are perceived to be “darker” moving anti-clockwise and “brighter” moving clockwise, so this verse progression can be perceived as getting “brighter”.

Rhythm and Arrangement

The song is in cut time or 2/2 and has a tempo of around 60bpm. It is built on the “Purdie Shuffle” beat, introduced on “Home At Last” from the previous album, Aja. There are also multiple references to reggae and Jamaican culture in the music and lyrics, including a “skank” guitar pattern in the verses, off beat phrasing in the melody and bassline (“Drive west on…”, “Babylon…”) and the use of the word “Babylon” (presumably the Rastafari word for the Western world, not the ancient civilisation). There are several passages where the harmony is extremely sparse. These sections are sonically reminiscent of dub reggae, where harmony is stripped back, putting the emphasis on the bass and drums. (Reggae is a bit of a blind spot for me, so if there are any other reggae connections that I have missed, please reach out).

Part Two

Lyrical Overview

I don’t want to get too much into the analysis of the lyrics. Like most Steely Dan songs, there are some clear narrative aspects to the lyrics and some cryptic elements that are left up to the listener to interpret. Fagen has outlined the plot in the liner notes of the recent Gaucho reissue:

“In this L.A. noir, our man is obviously in the midst of an agonizing bottom-out, driving towards a potential hook-up with a couple of sketchy beach girls. His friends try to help him, but his dissolution seems inevitable. Is he heading towards hell or heaven? Or both?”

This “heaven/hell” duality in the lyrics is reflected in the music. Throughout the tune, the narrator flips between the positives and negatives of this hook-up, just as the music flips between minor and major. In small doses, major/minor modal interchange can sound wistful or romantic. However, spread over longer passages it can reflect the confusion (or even delusion) of the narrator, something Becker and Fagen exploit here.

As previously discussed, the shift in tone from dark to bright in the music is reflected in the lyrics. In the first eight bars, in a minor tonality, the narrator seems irritable and paranoid:

“Drive West on Sunset to the sea,
Turn that jungle music down, just until we’re out of town.”

As the musical content of the verse brightens by shifting towards a major tonality, so does the narrator’s attitude towards the hook-up:

“This is no one night stand, it’s a real occasion.
Close your eyes and you’ll be there, it’s everything they say,
The end of a perfect day, distant lights from across the bay.”

This is flipped in the second verse. Over the darker tonality, the narrator expresses his excitement about this hook-up, while over the brighter tonality the narrator acknowledges that this is a bad idea. This is an inventive way of reflecting the ambivalence of the narrator in the music.

Aeolian Mode:
“We'll jog with show folk on the sand,
Drink kirschwasser from a shell, San Francisco show and tell.”

Dorian Mode:
“Well I should know by now that it's just a spasm.

Mixolydian Mode:
Like a Sunday in T.J. that it's cheap but it's not free,

Ionian Mode:
That I'm not what I used to be and that love's not a game for three.”

By the third verse, there is no part dealing with the positives of the hook-up. A solo takes the place of the vocal over the darker part, while over the brighter second half, the lyric states in unequivocal terms what a bad idea it is:

“My friends say, ‘No don't go for that cotton candy
Son you're playing with fire, the kid will live and learn
As he watches his bridges burn from the point of no return.’”

Part Three

Introduction

The song begins with an extended 23 bar introduction in Db major. It reuses some musical material from the chorus and bridge, but is largely unrelated to the rest of the tune. Given the group’s reputation for rich chord voicings, it is noticeable how sparse the harmony is in this section. Most of the chords are mostly voiced as fifth (Root-Five) chords - any additional harmonic information in this section has to be inferred from topline melody.

The tonic, Db, is notably absent from this section and it could be interpreted as being in a couple of other keys - Cb major (or B major) and Eb minor. However, neither of these keys take into account the C♮ in the fourth and eleventh bar, and none of the Cb or Ebm7 chords feel like “home”. The introduction also feels musically similar to the bridge, which does include a Db chord. Therefore, Db major with a Db minor modal interchange is the most likely key for this section and its tonal ambiguity seems like a deliberate device to raise the tension leading into the verse.

The first four bars move through a Gb5–Cb5–Ab5 progression (IV–bVII–V). There is the first hint of the Db minor tonality in the borrowed Cb5 chord, establishing a “bluesy” sound early in the piece. IV–bVII seems to be setting up a backdoor turnaround to I, which is interrupted by the shift down a minor third to the V chord instead. A melodic theme in Db major is played on the electric piano.

The Ab5 leads to another unexpected chord, an Fb (bIII) chord borrowed from Db minor. This shifts back to another Ab5 before resolving down a fourth to an Ebm7 (ii7). Over this section a lick in Db minor is played, introducing a blues sound to the topline melody. The final chord, Ebm7, appears as a figure consisting of two alternating chords - an Ebm7 and an Ebsus4.

In this section there are several instances where a resolution to the tonic is expected but never occurs, giving this whole section a restless feeling. The Ab5–Ebm7 resolution at the end is similar to the iv-i found in minor blues progressions and reinforces the “bluesy” sound of this passage.

The next four bars are a variation on the opening theme, over a Gb5–Cb5–Ab5–Cb5 progression (IV–bVII–V–bVII). Once again a dominant chord appears without a clear resolution to a tonic, instead shifting back to a bVII (Cb5).

This leads to the first instance of the “Shake It” theme. It is formed from a major triad, followed by dominant seventh in the third inversion, a whole tone above. In this case it appears as an Fb (bIII) followed by Gb/Fb (IV7). This theme will appear later in the tune in different keys and built on different degrees of the scale.

The Fb pedal point leads to an unusual turnaround - Fb–A7b5-Ebm7. This is a kind of deceptive or interrupted cadence, where there is a backdoor progression targeting a tonicized chord, in this case Cb. However, the cadence is interrupted by resolving to the mediant (iii chord), in this case Ebm7. The mediant is a common substitute for the tonic. This turnaround will appear again later in the tune and I will refer to it as the “backdoor-mediant turnaround”.

Apart from the Ab5 chord, the root movement in this section - Gb–Cb–Fb–A - moves clockwise around the circle of fifths, with a functional resolution to Ebm7 at the end. In comparison to the opening section, the harmony is becoming more functional as the tune heads towards the verse.

This section repeats and, on the second repetition, the recurring Ebm7 figure resolves down to Bbm, shifting its function from the ii7 of Db to the iv7 of Bb. This creates another iv7-i motion into the verse.

Part Four

Verse One

The verse follows an irregular 19 bar form. As previously outlined, it modulates from Bb minor to Bb major via the successive modes of the diatonic scale.

The verse starts with a Bbm7–Cm7– Eb9–Eb13 (i7–ii7–IV7) progression. The Bbm7–Cm7–Eb progression is a recurring theme in the verse, with the Eb chord varying each time. A Bb minor triad is outlined in the melody over the Bbm7 chord and seems to establish a natural minor tonality. However, this is undermined by the Cm7, Eb9 and Eb13 chords, which all contain a G♮. Eb13 acts as a secondary dominant to the first chord of the next section, Ab/Db.

The next section starts with a slash chord, Ab/Db. The preceding Eb13 chord resolves to the Ab triad in the upper structure, however the Db in the bass makes this chord a Dbmaj7sus2, (bIIIsus). The remainder of the chords in this section are diatonic to Bb minor or Aeolian, as is the melody. The descending Ab13–Gbmaj13 progression seems to be resolving to Db, but instead resolves to a Bbm7 chord in the last bar.

The next section starts with another Bbm7–Cm7–Eb progression, again with a Bbm triad outlining the Bbm7 chord. However, this phrase rises to a G♮ over the Cm7 chord, moving the melody into a Bb Dorian modality. The next bar contains the kind of passing chord that defies easy classification. It is a cluster chord with C, Eb, F and G in the upper structure and D in the bass. Given the recurrence of an Eb chord in this third bar, it could be viewed as a Ebmaj13 chord in the third inversion, Ebmaj13/D (IV∆). The melody over this chord also outlines the first three notes of the Eb major scale. The chord doesn't serve a particular function, and it resolves back to Bbm7 again in the last bar.

The next section starts with another Bbm7–Cm7–Eb progression. This time the Eb chord is an Eb/F (V7sus) resolving to the tonic, Bbmaj9 (i7–ii7–V7sus–I∆). There is a sense of resolution when the major tonic chord lands, and this progression begins a series of functional harmonic changes heading towards the chorus. The melody over this section contains an Ab and D♮, placing it in a Bb Mixolydian modality.

The verse concludes with a E7b5–Ebmaj13–A7#9#5 progression. The E7b5 is a tritone substitute for Bb7, the secondary dominant to the Ebmaj13 (bII/IV–IV∆). The final chord is an A7#9#5 chord, acting as a secondary dominant to Dm7, the first chord of the chorus (V7alt/iii–iiim7). Although this change might seem jarring, the A7#9#5 is a tritone substitute for Eb13b5 so the voice leading in the upper structure is smooth. The melody in this section now contains an A♮, completing the shift to Bb Ionian or major.

Part Five

Chorus One

The chorus consists of a sixteen bar section that follows an AABA structure. This is followed by a two bar key change into the bridge. The chorus is mostly diatonic to the key of Bb major, with some secondary dominants and borrowed chords from Bb minor.

The A section starts on the iii chord, Dm7. After the relatively full chord voicings of the verse, the chorus returns to the sparse arrangement of the introduction. The bass, piano and vocal outline the word “Babylon” in unison, before filling out the full Dm7 chord on the word “sisters”. In the third bar there is another instance of the “Shake It” line, this time appearing as a Eb–F7/Eb pair (IV–V). This A section repeats.

The harmony fills out again in the B section. The progression is C9–F9–Bbmaj7 (V7/V–V7–I∆7), where C9 is a secondary dominant to F9. The Bbmaj7 chord switches to Bbm7 in the fourth bar, becoming a pre-dominant chord to the Eb9. Eb9 is a tritone substitute for A7, the secondary dominant to the Dm7 in the next bar. The melody over this section exploits the chromatic differences between chords (E♮ in C9 to Eb in F9, D♮ in Bbmaj7 to Db in Bbm7). In both these cases, the flattened notes are from the Bb blues scale.

The next four bars are an instrumental variation of the A section. A C9 is added in the second bar, which functions as a secondary dominant to the F/Eb chord.

The transition from the chorus to the bridge is one of the more harmonically complex parts of the tune. The progression is Cb/Fb–Gb/Fb–Db/Gb–Ab/Gb–Bb7b9. The first bar of the bridge starts with an Ebm7 chord, so the Bb7b9 is a secondary dominant to that chord. The chords leading up to the Bb7b9 can be viewed as a backdoor progression leading to the tonic chord (bVI–bVII–I). The bVI chord, Gb7/Fb, is preceded by Cb/Fb, which is behaving like a suspension of the Gb7/Fb chord (bVI7sus–bVI7). The bVII chord, Ab7/Gb, is preceded by a similar chord, Db/Gb, also behaving like a suspension of Ab7/Gb (bVII7sus–bVII7). This resolves to the tonic, Bb7b9, which is in the form of a dominant chord. Despite the unusual chords in this section, there is a strong sense of harmonic resolution leading into the bridge.

Part Six

Bridge One

The bridge consists of a four bar vocal section, followed by a five bar instrumental leading back to the verse. Like the introduction it is in Db major with a modal interchange to Db minor. There is also some ambiguity here as the bridge does start and end with an Ebm7 chord. However, the Db6 chord (rather than Db7) and Db triad in the vocal does suggest that this is the tonic, with the resolution to the Ebm7 giving the section an Eb Dorian flavor.

The bridge starts on an Ebm chord, which resolves down to the tonic, a Db6 chord (ii7–I6). This is followed by Cbmaj7 and Cb7 in the third bar, with Cbmaj7 acting as a passing chord to Cb7, the bVII in Db minor. The Cb7 resolves to Fb6/9-A7b5, a backdoor-mediant turnaround resolving to Ebm7 in the next bar. Over this section the melody, harmonized in triads, is diatonic to Db major.

The next section only appears once. Heading back to the key of Bb for verse, the chords cycle through different variations of Ebm7 (the ii7 chord) and Bb7 (the V7/ii chord) - Db/Eb–Ab/Bb–Ebm7–Bb7b9–Ebm7b5–Bbm7. The root moves back and forth between Eb and Bb. In the upper structure, there is a chain of resolutions going down by fourths - Db–Ab–Ebm7–Bb7b9. The Ebm7b5, borrowed from Db minor, resolves back to a Bbm7 chord leading back into verse, shifting its function from iiø7 to the ivø7 of Bb.

Part Seven

Verse and Chorus Two

The second verse is harmonically identical to the first verse, with slight changes to the melody to accommodate the lyric.

Part Eight

Bridge Two

The second bridge follows the first melodically. However, instead of the backdoor-mediant resolution in the last bar, the A13b5 is replaced with an F7, resolving straight back to Bbm7 for the start of the solo. The A13b5 shares some common tones with F7 (A and Eb) but the function here is different.

Part Nine

Solo, Verse and Chorus Three

The trumpet solo, played by Randy Brecker, falls over the first part of the verse structure and uses the Bb minor scale. The vocal enters with a truncated verse in the second half of the form, following the same melodic and harmonic structure as before. The third and final chorus is the same as the other choruses. However, instead of the transition into the bridge the tune moves straight into the coda.

Part Ten

Coda

The coda is a repeated variation on the A section of the chorus. The first variation is a transposition of the “Shake It” riff up a tone to F–G7/F (V–VI7). This moves the dominant of Bb, F, into the bass as well as ramping up the perceived tension of this theme. The harmony then moves to a figure in Eb then back to Dm7 (IV–iii). In the next eight bars, the “Shake It” riff appears a whole tone lower, over Eb–F7/Eb.

As with the introduction, the tonic chord, Bb, doesn't appear anywhere in the coda. The progression ends with a backdoor-mediant turnaround (Eb–Ab7b5) that repeatedly sets up a resolution to the tonic that never arrives, instead resolving back to the Dm7 at the start of the sequence.

On the second repetition of this section a vocal tag appears over the backdoor-mediant turnaround, ascending and descending a part of mixolydian mode (D–F–G–Ab–G–F etc.). After shifting between minor and major throughout the tune, the final vocal phrase lands somewhere in between the two, a bluesy sound that exploits the tension between the natural third and flattened seventh.

This leads into an extended fade out, which seems to serve the narrative - the protagonist receding away from the listener as he continues on his inevitable journey towards his hook-up with the Babylon Sisters.

Analysis by Andy Wallis