David Bowie was a great admirer of John Lennon, and like Lennon, Bowie had the gift of making weird songwriting choices sound natural. You don’t necessarily pick up on the weirdness from casual listening, but then you try to learn a Bowie tune, and it is full of surprises. “Changes” is a case in point.

From my first hearing of this song as a kid until literally yesterday, I thought the chorus went, “Time to face the strain.” Nope, it’s “Turn to face the strange.” I guess I imagined that Bowie was singing about the strain of things changing? I’m not alone in this! According to this book, some of Bowie’s own backup singers heard it as “strain” too until he corrected them.

Here’s the isolated vocal track. (Why are there so many isolated Bowie vocals in circulation? Not that I’m complaining!)

Songfacts says that “Changes” was supposed to be a lightweight parody of lounge jazz, and that Bowie certainly didn’t think he was writing a hit. It’s his first song to feature his alto saxophone playing. He wrote the song on piano, but he doesn’t play it on the record; instead, he brought in Rick Wakeman, who also played piano on “Life On Mars?“. The Bowie Bible says that Wakeman played Trident Studio’s 1898 Bechstein grand piano, the same one that Paul McCartney played on “Hey Jude”, and that Elton John played on “Your Song.”

Here’s a live version from the final show on the Ziggy Stardust tour in 1973.

“Changes” has many musical twists and turns, and I had a lot of fun transcribing it.

There is a lot to talk about here! Let’s take the sections in order. I annotated them using Ableton Live.

Intro

The intro has two distinct parts. The first four bars, which I labeled Intro A, are a series of four jazzy chords on a rising chromatic bassline. The Cmaj7 and Dm7 are conventional jazz chords. The Db6 in between them is idiosyncratic; the stereotypical chord to use there would be C#°7. Either Bowie didn’t know that chord or didn’t feel like using it. The fourth chord, Eb7, is an odd one. It continues the rising chromatic bassline, but otherwise has no particular harmonic function beyond having a bluesy vibe.

The second part of the intro is five bars long, not the four bars you’d expect. The hypermeter is ambiguous; does it start on bar 5 with an odd bar left over at the end, or does it start on bar 6 with the odd bar at the beginning? I feel the latter as more logical, but it works either way. Harmonically, this passage is a two-chord shuttle between F7 and D7, but what key is it in? The F7 suggests C blues, but the D7 is in a harmonic universe of its own. Bowie loves moving dominant seventh chords by minor thirds; he does it in “The Man Who Sold The World” too. The odd length of the section undermines your sense of which chord is tonic here. So cool.

Verse 1A

The harmony settles down into standard C major, and the hypermeter settles into four groups of two-bar phrases. Rock musicians tend to not use the iii chord (Em in the key of C); Bowie presumably chose it for its Tin Pan Alley flavor. Unlike a Tin Pan Alley songwriter, though, Bowie likes to insert IV in between V and I, putting F between G and C. 

Verse 1B

The hypermeter stays the same and the harmony mostly behaves itself, but there are those conspicuous Ebm7 chords as chromatic connectors between Em7 and Dm7. A jazz musician would be more inclined to use Eb7 as a substitute dominant for Dm7. Going into the chorus, Bowie breaks up the V-I cadence with IV again.

Chorus 1

The harmony is conventional and classical-sounding, aside from a quick Bb chord from C Mixolydian. The bassline walking down the C major scale is practically Bach-ian. But what is going on with the meter? And the hypermeter? We start off with a nice orderly two-bar hypermeter. But when Bowie sings “ch-ch-ch-ch-changes” for the second time, what is going on? Is he truncating that two-bar phrase, or is he adding an extra two-beat measure onto the end of it? I hear both things happening at once. After that, the part that I labeled as Chorus 1B is a normal four-bar phrase, but you’re still off-balance from it starting in a metrically weird spot. Chorus 1C (“Time may change me…”) has a completely ambiguous meter; my interpretation is only one possibility among many. 

Break

This repeats the second part of the intro, but it omits the first bar of F7. I am no closer to knowing which of these two chords is the tonic.

From here, we go into verse 2, which is musically the same as verse 1. Then we have the second chorus, which is like the first but with a different ending that takes us into:

Bridge

Surprisingly normal: four two-bar phrases, plain vanilla C major harmony. At the end, Bowie yet again interrupts the V-I cadence with the IV chord. Anything to avoid a corny V-I, right?

Final chorus

The “Time may change me” part gets repeated as a tag, throwing the meter into even deeper chaos.

Outtro

An exhalation after the complicated ending of the last chorus, a nice normal eight bar phrase in two-bar units. The chords are a hybrid of the intro and the verses, organized more like a regular Tin Pan Alley phrase.

Like all of Bowie’s greatest hits, “Changes” has been covered by seemingly everybody. I don’t find any version to be as compelling as the original, but I do appreciate the extensions that Seu Jorge adds to the chords.

I guess I should talk about the lyrics? The Breakfast Club begins with a quote:

And these children that you spit on
As they try to change their worlds
Are immune to your consultations
They’re quite aware of what they’re going through

Boomers love this kind of thing, but we in Gen X roll our eyes. I’m sure the late 1960s and early 1970s were very exciting, but there have been some big changes recently too. My friend Alan is an excellent photojournalist. He wanted to get into journalism because when he was growing up, he heard stories about 1968 and thought, man, it would be so exciting to be witness to history like that. His older friends and relatives have been telling him that 2020 was much crazier to experience than 1968. I believe it.

People inevitably compare Bowie’s stuttered “ch-ch-ch” to the Who’s “My Generation” and Elton John’s “Benny and the Jets”, but there’s another classic song that stutters “ch” specifically, and it’s not a rock song at all:

Anne Danielsen distinguishes between songs and grooves. Songs have a linear structure with a beginning, middle and end. Grooves are short cells that repeat in an open-ended way. Popular music often sits at the overlap between the two. Bowie’s “Fame” is mostly a groove, barely a song. “Starman” is a song, but you could consider the ending “la la la la” section to be a groove. “My Melody”, like most rap, is a groove. “Changes” is very firmly a song. It would be difficult to remix, extend, or jam out on. I thought it would be fun to mash it up with “My Melody.” It did not work, and not just because the tempos aren’t close enough, but because you can’t really loop segments of “Changes” without it sounding awkward. Even just playing the song on an instrument and singing it is a challenge; you really need the whole arrangement with all the parts for it to work. So this is not a song meant for audience participation. That’s okay, they don’t all have to be participatory.