John Proulx
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As a performer, one of the best ways to add emotion to your music is to incorporate a modulation. Music modulations are remarkably effective at drawing audiences into your performance and creating a powerful climax. But how do you go about inserting a key change in the middle of a song? In today’s Quick Tip, Music Modulations—5 Essential Techniques, John Proulx illustrates 5 common modulation techniques on 10 familiar pop and jazz standards. You’ll learn:

After today’s lesson, you’ll be able to add the exciting effect of music modulation to virtually any tune, even if a key change is not indicated in the original score.

What is a modulation in music?

In music, the term modulation refers to when the original tonal center or tonic shifts to a new one. Composers, songwriters and performers primarily use modulation to heighten the musical emotion or change the musical mood. Modulation is also commonly referred to as a key change, especially in pop music.

Modulation, key change and tonicization…what’s the difference?

The musical terms modulation, key change and tonicization refer to similar compositional devices, but they are not exactly the same. While each term describes an instance in which a tonal shift occurs, the length of the tonal shift determines which term is appropriate.

We use the term tonicization when the tonal shift is very temporary and doesn’t result in a cadence in a new key. For example, secondary dominants are an example of tonicization. Additionally, most examples of tonicization are accomplished with little or no accidentals in the melody—a further indication that the tonal shift is subtle and short-lived.

On the other hand, we use the term modulation when one or more phrases end with a cadence in a new key. Unlike tonicization, modulation includes the melody in the tonal shift. In classical music, most modulations are not permanent. For example, in sonata form—a classical song structure—a composer may modulate through several closely-related keys or remote keys before returning to the original key in the final recapitulation section.

The term key change most often describes modulation in pop music, especially since a pop tune rarely returns to the original key once the tonal center has shifted. We generally don’t use the term key change to describe modulation in classical music because the key signature often doesn’t actually change in the music notation. Instead, most classical composers accomplish modulation through the use of accidentals.

Examples of Modulation in Music

The use of modulation is an essential skill for composers and songwriters. In fact, in many ways, the study of music history from the Baroque ear (circa 1600–1750) through the early 20th century is a study of the progressive development of this compositional tool.

The Baroque music of Handel (1685–1759) and J.S. Bach (1685–1750) contains many examples of modulation, although the destination keys are typically closely-related. The closest key relationship, of course, is that of the relative major or minor. Additionally, adjacent keys on the circle of 5ths are also considered “closely-related,” as they only differ by one sharp or flat. Furthermore, adjacent keys on the circle of 5th share several common diatonic chords. Bach’s Prelude in C, for example contains a modulation to the closely-related key of G major before returning to the home key of C major.

Following the Baroque ear, Classical era composers (circa 1750–1820) including Haydn (1732–1809), W.A. Mozart (1756–1791) and Beethoven (1770–1827) progressively explored more distantly-related, or remote keys. destination key is considered “remote” or “foreign” if its tonic chord is not one of the diatonic chords found in the original key. Destination keys can be described as either “more remote” or “less remote” depending on how far away they are from the original key on the circle of 5ths. In other words, the more additional accidentals that must be added or removed, the more remote the tonal relationship becomes between the home key and a destination key.

The Romantic Era (circa 1815–1910) features increased use of chromaticism, with the Romantic composers such as Berlioz (1803–1869), Chopin (1810–1849), Liszt (1811–1886), Wagner (1813–1883), Mahler (1860–1911) and Strauss (1864–1949) pioneering more frequent and more distant modulations.

Later, Impressionist era (circa 1890–1930) composers including Debussy (1862–1918) and Ravel (1875–1937) pioneered new sound colors with extended harmonies and exotic scales such as the pentatonic scale and the whole tone scale. Impressionistic harmonies are often tensionless and the composers skillfully execute modulations with the utmost subtly.

Classical Music Modulation Examples

The phrase “classical music” in a broad sense describes Western art music from each of the eras discussed in the previous section. The following selections are representative of Baroque, Classical and Impressionist era composition containing modulation techniques typical for each time period.

J.S. Bach

“Prelude in C” (1722)
Ludwig van Beethoven

“Sonata Pathétique, 2nd Mvmt” (1798)
Claude Debussy

“Rêverie” (1890)

Jazz Music Modulation Examples

Tonicization is the most frequent type of tonal shift in jazz composition. In fact, the most common chord progression in jazz music, the 2-5-1 progression, creates a tonicization with each occurence. Many jazz tunes connect 2-5-1 progressions in a sequential pattern, such as in descending whole steps or descending 3rds.

However, jazz composers also use modulation within their compositional framework. Standards written in AABA form, (aka “song form”) typically contain one or more modulations in the B section. For example, Jerome Kern’s “The Way You Look Tonight” modulates up a minor 3rd in the B section. Another example, Erroll Garner’s “Misty” modulates up a perfect 4th at the beginning of the B section and then features tonicizations in three different keys before returning to the original key. Antônio Carlos Jobim’s “The Girl From Ipanema” features a B section which explores modulation to distantly related keys. For example, while the song is usually performed in F major, the B section visits the distant keys of D♭ major and E major before coming closer to home with tonicizations in F major, and G minor.

Frank Sinatra

“The Way You Look Tonight” (1964)
Ella Fitzgerald

“Misty” (1959)
Astrud Gilberto

“The Girl from Ipanema” (1963)

Pop Music Modulation Examples

The most frequent type of tonal shift in pop music is the key change. In fact, according a study performed by music analyst Chris Dalla Riva, approximately one forth of #1 songs between 1960s and ’90s contained a key change.¹ However, Dalla Riva also found that the frequency of key changes in #1 songs between 2010 to 2020 dropped significantly. Usually, a pop key change takes the tune up a ½ step or whole step. Sometimes, songwriters include successive key changes that take the song higher and higher, as in Beyonce’s 2011 hit “Love on Top,” which contains four key changes of a ½ step each. The selections below represent some of the most iconic key changes of the 1980s. While listening to these clips, even if you have no formal music training, you know something just happened!

Bon Jovi

“Livin’ On a Prayer” (1986)
Whitney Houston

“I Wanna Dance with Somebody” (1987)
Michael Jackson

“Man in the Mirror” (1988)

5 Essential Modulation Techniques

So far, we’ve covered what modulation is in musical terms. We’ve also examined many examples of how composers, arrangers, songwriters and performers tend to use modulations and key changes in their music. Now it’s your turn!

In this section, we’ll walk through the 5 essential modulation techniques that John Proulx covers in today’s Quick Tip video. Due to publisher’s restrictions, John’s complete lesson sheet PDF as shown in the video is available through However, this section examines all 5 modulation techniques with additional examples on songs that are in the public domain. Note, most of the song examples also include tonicization by means of secondary dominants. You’ll notice that these tonicizations do not affect the melody.

In each of the following song examples, the original key has been transposed to C major. The first 4 techniques present different solutions that are commonly used to modulate up a ½ step (i.e.: C major→D♭ major). The 5th and final example demonstrates how to modulate up a minor 3rd from the original key (i.e.: C major→E♭ major)—another popular choice among songwriters and arrangers. You can use the following links to more easily compare and contrast these techniques:

  1. Root Becomes the Major 3rd
  2. Root Becomes the Major 7th
  3. Play Melody Up a Half-Step
  4. Minor 3rd in Melody
  5. Walk-Up Modulation

#1. Root Becomes the Major 3rd

One common way to take a song up a ½ step is to convert the root of the I chord from the original key into the 3rd of the V chord in the destination key. This is an example of a common-tone modulation because we are shifting the tonal center while the melody maintains a common tone found in both keys. The harmonic outline below demonstrates how the note C functions as a common tone between the keys of C major and D♭ major.

Harmonic Outline

Music Modulation Technique #1

Let’s examine how we might apply modulation technique #1 in a musical context. In the follow excerpt of “Amazing Grace,” measure 3 contains a perfect authentic cadence (V→I) in C major. However, the  C is tied over to measure 4 in which it becomes the 3rd of A♭9.  Notice, this technique facilitates a transition from the tonic of the original key to the dominant of the destination key. Many arrangers will opt to connect these chords with a passing tone in the bass voice (the note B♭).

Example – “Amazing Grace”

Modulation Technique #1 – Amazing Grace

Since this technique is fairly straightforward, it is the perfect “go to” modulation technique to take a song up a ½ step on the fly. Consider practicing this technique on other tunes or beginning from a different starting key.

#2. Root Becomes the Major 7th

Another common technique used to modulate up a ½ step is a phrase modulation (or direct modulation). This type of modulation completes a phrase in the original key and then begins the next phrase in a new key.

Not all phrase modulations employ the use of a common-tone, however the specific method presented here uses the root of the original key as a common-tone to go directly from the original tonic to the destination tonic. In doing so, the root of the original tonic becomes the major 7th of the new tonic chord.

Harmonic Outline

Music Modulation Technique #2

The following excerpt presents a contemporary setting of the melody from Beethoven’s Symphony No.9, more commonly referred to as “Ode to Joy.” This melody also provides the tune for the popular hymn entitled “Joyful, Joyful, We Adore You.” In the example below, notice that the original tonic note C is tied into measure 3 where it becomes the major 7th of D♭△7.

Example – “Ode to Joy”

Modulation Technique 2 - Ode to Joy

This technique has a narrower range of applications because it requires that the major 7th is either in the melody, or at least compatible with the melody at the start of the first phrase in the new key. In today’s Quick Tip video, John Proulx skillfully applies this modulation technique to Norah Jones’ “Don’t Know Why” as well as the jazz ballad “I’m Glad There Is You.”

#3. Play Melody Up a Half-Step

Another way to modulate up a ½ step is to simply raise the final melody note or notes of a given phrase up a ½ step. This technique is commonly applied to a half cadence at the end of a tune’s bridge section. The term half-cadence describes a phrase that ends on the V chord and usually features either the 2nd or 5th of the key in the melody. (If you are familiar with solfeggio, you can recognize a half cadence as a phrase that ends on the syllable “Re” or “Sol.”). In pop music, the dominant chord will often employ a “sus” sound, as in the harmonic outline below.

Harmonic Outline

Modulation Technique 3

Now, let’s listen to an example of technique #3 in a musical context. The following excerpt applies this method to the end of the bridge section of “Ode to Joy.”

Example – “Ode to Joy” (bridge)

Modulation Technique 3 - Ode to Joy (bridge)

For additional examples of technique #3, be sure to review John Proulx’s demonstrations on “You Are the Sunshine of My Life” by Stevie Wonder and “The Nearness of You” by Hoagy Carmichael.

#4. Minor 3rd in the Melody

The fourth technique in today’s lesson is another common-tone modulation. However, instead of connecting a chord from each key together with a tied note, we’ll go directly to the IIm9 chord in the destination key. This technique works whenever you encounter a phrase containing the minor II chord in the original key with the minor 3rd in the melody. For example, the harmonic outline below begins with the note F (think solfège syllable “Fa”) in the melody of a Dm7 chord in C major. In many cases, the Dm7 will be followed by G7. To modulate to the destination key, we will replace these chords with a IIm9→V13 in D♭ major. (Note: the A♭ chord doesn’t necessarily have to be voiced with the 13th).

Harmonic Outline

Modulation Technique #4 (Harmonic Outline)

Let’s look at how we might apply technique #4 to a familiar tune, such as Brahms’ “Wiegenlied” (“Cradle Song” or “Lullaby” in English). First, we’ll need to examine the tune without any modulation to see where it contains the chords that we will be replacing. In the excerpt below, we find a Dm7 with an F in the melody in the second-to-last measure.

Example – Brahms’ Lullaby “Cradle Song” (w/o modulation)

Modulation Technique #4 (1 of 2)

Now, we’ll simply swap out the Dm7 for an E♭m9 instead, while retaining F in the melody. This prepares our ear for A♭7, the dominant chord of our destination key. Notice, once we play E♭m9, we are already functioning in D♭ major. Therefore, we must covert the final notes of the melody to diatonic scale tones in D♭ major. Here is one possible solution.

Example – Brahms’ Lullaby “Cradle Song” (with modulation)

Modulation Technique #4 (2 of 2)

#5. Walk-Up Modulation

For our final modulation technique, we’ll discover how we can modulate up a minor 3rd by simply making a few tweaks to a familiar musical convention called a walk-up progression. A walk-up progression features stepwise ascending bass movement from the II chord to the V chord. When the 3rd of the key (the note E) is in the bass voice, the harmony can either be a minor III chord or the tonic chord in first inversion. The first two measures in the outline below illustrate a typical walk-up progression in C major in which the melody moves in parallel 10ths. Sometimes, the melody may descend in contrary motion to the bass voice.

In measure 3, notice that we have inserted an Fm7 in place of F6 on beat 3. This is called an altered common chord modulation. This means that the root is common in both keys, but the chord quality has been altered with respect to the original key. Even though Fm7 is not found is C major, it is found in C minor—the parallel minor. This is an example of a borrowed chord, or modal interchange. We are using this borrowed Fm7 chord as a pivot chord that sets up a IIm7→V7→I in E♭ major.

Harmonic Outline

Modulation Technique #5

Perhaps you have heard jazz musicians refer to a “backdoor progression” or “backdoor 2-5.” This progression is when you have a IVm7→♭VII7 that returns to the I chord. The backdoor progression is actually an incomplete 2-5-1 of the ♭III chord. In the case of this walk-up modulation technique, we are actually going to the ♭III key instead of coming back to C major via the “backdoor.”

Let’s see how we might use a walk-up modulation in a musical setting. First, we’ll need to identify a traditional walk-up progression with ascending bass movement from II to V. The following arrangement of “Twinkle, Twinkle Little Star” contains a traditional walk-up progression in the final two measures.

Example – “Twinkle, Twinkle” (w/o modulation)

Song Example - Twinkle Twinkle (1 of 2)

Now, we can replace F6 with Fm7, which will lead us to B♭7, the dominant of E♭ major. Notice that we have adjusted the melody to feature diatonic notes from E♭ major once the modulation begins.

Example – “Twinkle, Twinkle” (with modulation)

Music Modulation Example - Twinkle Twinkle (2 of 2)

As you can hear, this modulation sounds fantastic. By the way, if you were gripped by that final E♭△9/G voicing, then you will want to check out our Quick Tip on The Most Beautiful Piano Chord, the Heaven Chord.


Congratulations, you’ve completed today’s lesson on Music Modulation—5 Essential Techniques. As a result, you have developed a keener insight into how composers and performers use modulation to create interest and excitement in tonal music. In addition, you have developed the essential analytical skills necessary to personalize your own repertoire with key changes. Now you can use these pro tips to keep your audience engaged and wanting more.

If you enjoyed today’s lesson, be sure to check out the following related materials:

To see how Jonny applies modulation techniques in his piano arranging, check out our course on Danny Boy (Adv).


Thanks for learning with us today! We’ll see you next time.



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¹ Dalla Riva, Chris. “The Death of the Key Change.” Tedium, 9 Nov. 2022.

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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