John Proulx
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Occasionally, as a pianist, you may find yourself in a situation in which you must perform a song that you don’t particularly like. For example, maybe you feel that the style is too plain or the chords are too predictable. However, with reharmonization, you can infuse any piece of music with your own harmonic expression. In today’s Quick Tip, Modal Interchange: The Complete Guide to Borrowed Chords, John Proulx breaks down how to understand and apply borrowed chords to make any tune your own. You’ll learn:

After today’s lesson, you’ll be familiar with the sound of borrowed chords in various musical styles. In addition, you’ll be able to use modal interchange in your own music, whether that’s songwriting, accompanying or solo performance.

Intro to Borrowed Chords

Understanding borrowed chords is an important skill for all musicians. In particular, its significance for composers, arrangers and songwriters cannot be overstated. That’s because the application of borrowed chords, or modal interchange, expands the composer’s chord color pallet significantly. Without such tools, a songwriter is left to the limited and familiar sound of diatonic chords.

What is modal interchange?

Modal interchange (also borrowed chords, modal mixture, or mixed modes) is a compositional device in which composers add unexpected harmonic colors by borrowing chords from a parallel mode. The most common application of modal interchange is the appearance of chords from the parallel minor in the context of a major key. For example, through modal interchange, a composer can use chords from C minor in the context of C major. Since C Ionian (major) and C Aeolian (natural minor) are based on the same tonic, their sonorities can be interchanged quite naturally. More advanced examples of modal interchange draw on other parallel modes.

The major/minor duality is, or course, a basic attribute of the tonal system; using mixture enables a composer to focus on this duality within a single piece or passage.

Harmony and Voice Leading, Edward Aldwell & Carl Schachter

Commonly Used Borrowed Chords

Some of the most frequently used borrowed chords in major are the minor IV chord, the major ♭VI chord, and the major ♭VII chord, which come from the parallel natural minor, or Aeolian mode. In C major, these chords are F minor (IVm), A♭ major (♭VI)  and B♭ major (♭VII). Additional examples of borrowed chords in C major are the minor I chord (Cm), the major ♭III chord (E♭), the minor V chord (Gm), the half-diminished II chord (Dø7) and the fully-diminished VII chord (Bº7) .

Chord Chart for Borrowed Chords

Modal Interchange or Borrowed Chords Chord Chart

Examples of Modal Interchange

So far, we’ve discussed modal interchange in purely theoretical terms. However, in this section you’ll immerse your ears in actual examples of music literature containing borrowed chords from several different genres. Each excerpt is followed by an analyzed score reduction which indicates the source mode for each borrowed chord. As you play through each representative chord progression containing borrowed chords, you’ll familiarize your ears with their characteristic sounds.

Modal Interchange in Classical Music

Romantic era German composer Johannes Brahms (1883–1897) completed Liebeslieder Walzer, Op. 52 (“Love Song Waltzes”) in 1869. This collection of 18 short songs is scored for voices and piano with four hands. Brahms composed these songs to be accessible for amateur musicians to enjoy in common social gatherings.² The following example in E♭ major is excerpted from the opening eight measures of the 14th song in the collection. The unexpected chord colors in measures 5 and 6 feature borrowed chords drawn from E♭ minor.

Johannes Brahms

Liebeslieder Walzer–Op 52, No.14 (1869)

Brahms Liebeslieder Walzer Modal Interchange

Modal Interchange in Classic Rock Music

The American band Blood Sweat & Tears (BS&T) formed in New York City in 1967 with “the selfish notion that [they] could combine the sophistication and musical skill level of jazz music with the energy and universal appeal of rock vocal music.”³ As such, the band’s configuration combined horns with traditional rock instrumentation. Their self-titled 2nd album released in 1970, featuring the hit single “Spinning Wheel,” won the Grammy Award for Album of the Year. The following excerpt in C major features a stepwise descent from tonic to dominant through the borrowed chords from the parallel minor (I→♭VII→♭VI→V).

Blood, Sweat & Tears

“Spinning Wheel” (1968)

Spinning Wheel - Modal Interchange in Classic Rock

Modal Interchange in Jazz Music

“The Days of Wine and Roses,” written by Henry Mancini, with lyrics by Johnny Mercer, appeared in the 1962 film by the same title. The tune earned the songwriting duo an Academy Award for Best Original Song. In addition, they also received the 1964 Grammy Awards for Record of the Year and Song of the Year.⁴ Our featured excerpt is from the Ray Brown Trio, featuring Gene Harris on piano. The tune is in F major and contains borrowed chords IVm6 and ♭VII7 in measures 7–8 drawn from the parallel minor. While the E♭7(♯11) in measure 2 may also appear to be a borrowed chord, it is better understood as a tritone substitution resolving to D7 in measure 4.

Ray Brown Trio

“The Days of Wine and Roses” (1989)

Days of Wine and Roses Modal Interchange

Modal Interchange in Soul Music

The Jackson 5 recorded their hit song “Never Can Say Goodbye” in 1970, with the lead vocals sung by a then 11-year-old Michael Jackson. The song, written by Clifton Davis, reached #2 on the Billboard Hot 100 and #1 on the Billboard R&B Charts.⁵ Subsequent versions by Isaac Hayes (1971) and Gloria Gaynor (1974) also charted on the Billboard Hot 100. The following excerpt in D major represents a more advanced example of modal interchange by drawing on chords from D Dorian, D Lydian and D Phrygian before resolving back to D Ionian.

The Jackson 5

“Never Can Say Goodbye” (1971)

Never Can Say Goodbye Modal Interchange

Avid jazz listeners will recognize the chord progression above from the jazz standard “On Green Dolphin Street” by Bronisław Kaper. The distinctive chord progression is also found in Coldplay’s “God Put a Smile Upon Your Face.”

How to Use Borrowed Chords in Your Playing

If you are a songwriter, borrowed chords are a great way to expand your harmonic vocabulary and explore different moods. In fact, several borrowed chords from the parallel minor function exactly like their counterparts in major. For example, in many diatonic chord progressions, you can create striking colors by replacing IV with IVm, IIm7 with IIø7, V with Vm, VIm with ♭VI, and VIIø7 with VIIº7 without any other adaptation or preparation.

However, the study of modal interchange isn’t just for songwriters and composers. If you are a gigging musician in a cover band, familiarity with the sound of common borrowed chords will enable you to learn tunes by ear much faster. Jazz musicians also use modal interchange along with other reharmonization techniques to personalize their repertoire of jazz standards.

Reharmonization With Borrowed Chords

In this section, we’ll explore how to reharmonize a tune with modal interchange. Using the tune “Happy Birthday” as a model, we’ll examine John Proulx’s three increasingly complex arrangements of the popular tune from today’s lesson sheet. In fact, you can download the lesson sheet PDF from the bottom of this page after logging in with your membership. You can also easily change the key of these examples using our Smart Sheet Music.

First, let’s examine a simple arrangement of the basic melody and chords in C major.

Happy Birthday – Basic Melody & Chords

Happy Birthday Melody & Chords for Beginner Piano

Level 1: Modal Interchange for Beginners

If you are new to arranging with modal interchange, the simplest way to get started is to recognize which melody notes have the greatest compatibility with borrowed chords. For example, all the parallel modes of C quite naturally contain the note C in the scale. Therefore, you have the greatest number of borrowed chords to choose from when C is your melody note. By contrast, it is much more difficult to add a borrowed chord when B is the melody note, since the note B is only found in C Lydian and C Ionian.

The notes F and G are also common to most of the parallel modes of C (see Borrowed Chord Index below), therefore you also have a strong opportunity to color your arrangement with borrowed chords when the melody contains an F or a G. Of course, other melody notes can also be candidates for reharmonization with borrowed chords, but there are simply less borrowed chords available. As you examine John Proulx’s Level 1 arrangement, notice that for each occurence of modal interchange, the melody note is either scale degree 1, 4 of 5—the notes C, F or G.

Happy Birthday – Beginner Level Borrowed Chords

Modal Interchange Level 1 Example — Beginner

In measure 6 above, notice the chord change from F major to F minor. This movement from IV to IVm is a classic example of modal interchange that is frequently described as producing a nostalgic mood.

Another interesting device to make note of in the example above occurs in measure 8. Here, the ♭VII dominant 9th chord (B♭9) is used to delay the arrival of the tonic chord (C). Can you see how the ♭VII9 chord is literally sandwiched between an otherwise typical V→I cadence? Composers and arranges often use borrowed chords in this manner at the conclusion of a song to make a final cadence sound “more final.” For additional examples of elegant song endings, check out our course on 32 Colorful Jazz Endings.

Level 2: Modal Interchange for Intermediate Students

The Level 2 arrangement below incorporates additional examples of borrowed chords. Let’s take a listen.

Happy Birthday – Intermediate Level Borrowed Chords

Modal Interchange Mixture Level 2 - Intermediate

In measure 3, John incorporates the dominant II7 chord (D7) from C Lydian. Here, the II7 is behaving as a secondary dominant, the “V7 of V,” because it resolves down a perfect 5th to G7.

In measure 5, John uses a different borrowed chord than he did in the previous example to approach the G/F chord in measure 6. Here, the G/F is preceded by A♭/G♭. (You can also think of this as A♭7 in 3rd inversion.) It is important to notice that this chord resolves with each note moving down a ½ step in parallel chromatic motion. This is a common passing chord technique called sidestepping or parallel chords.

Another difference in John’s Level 2 arrangement above is that the B♭ dominant 9th chord in measure 8 has been expanded into a IIm→V progression. In other words, B♭9, which is the V9 in E♭ major, is now preceded by Fm7, the IIm7 in E♭ major. Of course, we’re not actually in E♭ major here, but these chords (IVm7 and ♭VII9) are available via modal interchange by drawing on C Aeolian. In fact, this movement from IVm7→♭VII9→I is a common jazz progression known as a backdoor ii-V, the backdoor progression, or simply the backdoor .

Level 3: Advanced Modal Interchange

In this final advanced arrangement, John adds even more examples of modal interchange. Check it out.

Happy Birthday – Advanced Level Borrowed Chords

Modal Interchange Level 3 - Advanced

Right away, we get a major II chord (D) in measure 1 by way of C Lydian. The next change occurs in measure 2, where we get an E♭7 resolving to D7 in the next measure. While the ♭III7 is available via modal interchange from C Phrygian, you may also view E♭7 here as a tritone substitution for A7.

In measure 3, we encounter another borrowed chord with the appearance of B♭▵7. This chord, which is the ♭VII▵7, is borrowed from either C Dorian or C Mixolydian, as both modes contain this chord. In fact, when you examine the Borrowed Chord Index at the end of today’s lesson, you’ll notice that many specific borrowed chords appear in several of the parallel modes.

In the measures 6–8, John expands his use of parallel chords for five consecutive chords! This means that each chord, beginning with E♭/D♭ and ending with F/E♭ is a transposition of the exact same voicing. In the process, John borrows from C Phrygian, C Mixolydian, C Locrian and C Dorian.

Next, we get a new passing chord in measure 7—the ♯IVø7 (F♯ø7), courtesy of C Lydian. Finally, in measure 8, we approach the final tonic with a slightly different borrowed chord progression from C Aeolian. Here, we have ♭VI→♭VII9→I, or A♭→B♭9→C.

Borrowed Chord Index

The final section of today’s lesson is your ultimate resource for understanding modal interchange and applying borrowed chords to your music. Here we have notated each of the parallel modes of C along with the chords that corresponde to each mode. In addition, we’ve provided keyboard diagrams to help you visualize each mode on the piano. Moreover, each keyboard diagram is interactive so that you can hear the unique sound of each mode and its chords by clicking on the keyboard image. This tool is perfect for ear training with a friend, spouse or child. In fact, they don’t even need any musical training. Simply ask them to quiz you by tapping on one of the keyboard diagrams. After the scale or chords are played, see if you can tell them which mode they selected.

C Ionian

C Ionian Scale AlphaNotes & Piano Diagram

[Tap or click on keyboard to hear the scale.👆🖱🎹🔊]

C Ionian Chords

[Tap or click on keyboard to hear the chords.👆🖱🎹🔊]

C Dorian

C Dorian Scale AlphaNotes & Piano Diagram for Modal Interchange

[Tap or click on keyboard to hear the scale.👆🖱🎹🔊]

C Dorian Borrowed Chords for Modal Interchange

[Tap or click on keyboard to hear the chords.👆🖱🎹🔊]

C Phrygian

C Phrygian Scale AlphaNotes & Piano Diagram for Modal Interchange

[Tap or click on keyboard to hear the scale.👆🖱🎹🔊]

C Phrygian Borrowed Chords for Modal Interchange

[Tap or click on keyboard to hear the chords.👆🖱🎹🔊]

C Lydian

C Lydian Scale AlphaNotes & Piano Diagram for Modal Interchange

[Tap or click on keyboard to hear the scale.👆🖱🎹🔊]

C Lydian Scale AlphaNotes & Piano Diagram

[Tap or click on keyboard to hear the chords.👆🖱🎹🔊]

C Mixolydian

C Mixolydian Scale AlphaNotes & Piano Diagram

[Tap or click on keyboard to hear the scale.👆🖱🎹🔊]

C Mixolydian Borrowed Chords for Modal Interchange

[Tap or click on keyboard to hear the chords.👆🖱🎹🔊]

C Aeolian

C Aeolian Scale AlphaNotes & Piano Diagram

[Tap or click on keyboard to hear the scale.👆🖱🎹🔊]

C Aeolian Borrowed Chords for Modal Interchange

[Tap or click on keyboard to hear the chords.👆🖱🎹🔊]

C Locrian

C Locrian Scale AlphaNotes & Piano Diagram

[Tap or click on keyboard to hear the scale.👆🖱🎹🔊]

C Locrian Borrowed Chords for Modal Interchange

[Tap or click on keyboard to hear the chords.👆🖱🎹🔊]


Congratulations, you've completed today's lesson on Modal Interchange: The Complete Guide to Borrowed Chords. As a result, you are now better equipped to understand more of the harmonic choices that composers have made in the music you hear everyday. Better yet, you can even begin to personalize your favorite tunes by making these decisions yourself!

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¹ Aldwell Edward and Carl Schachter. Harmony and Voice Leading. 2nd ed. Harcourt Brace Jovanovich 1989, p 356.

² Schwarm, Betsy. “Liebeslieder Waltzes.” Encyclopaedia Britannica.

³ “Official Website.” Blood Sweat & Tears,

“Grammy Awards 1964.”

“Never Can Say Goodbye by the Jackson 5.”

Michael LaDisa

Michael LaDisa graduated from the University of North Texas with a major in Music Theory & Composition. He lives in Chicago where he operates a private teaching studio and performs regularly as a solo pianist. His educational work with students has been featured on WGN-TV Evening News, Fox 32 Good Day,...

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