Solving The Puzzle


Okay, let’s see…

We’ve covered the art of listening to intervals and chord types because there’s no way to figure out a song without being able to hear the changes in the chords.

We’ve also gone over some of the typical song structures you’re likely to encounter as well as a few standard chord progressions endemic to pop/rock/folk/country ad infinitum.

Primary and secondary chords of any given key? Check.

Covering my butt by saying that, obviously some songs may be harder to analyze than others and that, of course, all of this takes a bit of practice so don’t be discouraged if it seems hard at first? Yes, I think I just took care of that.

Well, then, I think we’re ready to tackle this in earnest. Ready?

Mrs. Potter’s Lullaby

We’re going to go over two songs that I actually worked out over the week between Christmas and New Year’s. And, just as we’ve done in our previous columns, we’ll start out with a fairly simple song and then try our hands at something a wee bit harder. Finally, I’ll go over a song I worked out years ago to demonstrate you why you have to be prepared for just about anything.

Before we start, I make certain that my guitar is in tune with “real life” (a keyboard, electronic tuner or pitch pipe). If I am unable to do that, then I at least make certain that it is tune with itself and hope that whatever adjustments I may have to make later will be few.

The first thing you need in order to figure out a song is a copy of the song. I try to use cassettes because I feel easier about all the stop/starting I may have to do. CDs are fine, but I am much more likely to program my player to play the song six or seven times in a row. I know these things are supposed to be fairly indestructible, but I still worry about it.

Another reason I tend to use cassettes is that I have a radio/cassette player at work and I will often tape a song that I’ve heard on the radio that I’d really like to learn. It may be an old favorite that for some reason I’ve never taken the time to learn or it might be something fairly new that just really appeals to me. It might be a song that someone has asked me to play in the past. For the record (no pun intended), I try to learn at least two songs a month this way. First, it helps to be constantly adding to one’s inventory, but more importantly it keeps me practicing my listening skills.

And after extolling the use of cassettes, I want to make a very important point. The speed of recording machines vary – what I think might be perfect pitch will not matter much if the machine plays noticeably fast or slow. Another thing to realize (if you’re taping off the radio) is that quite a number of stations actually speed up the songs when they’re played on the air. Nothing significant, you understand – you’re unlikely to even notice. But when you’re working off your tape it’s all likely to have a cumulative effect. One way to combat this is to start the tape with a song you know (preferably something simple in E or E minor) and use that song to tune your guitar. It should not be a drastic change, a quarter to half step at best. Any more than that, you should just use a capo instead.

(Oh, why do the stations do that? Because all those fractions of a second saved can add up to an additional two or three commercials a day. Or as the good folks at accounting would say, “Ka – CHING!” That’s the sound of a happy cash register! Do people even use cash registers anymore?)

Next, it’s important to be fairly familiar with the song. Before I even get out my guitar, I make sure I know how the song goes. I don’t need to know all the lyrics, but I do need to be able to hum the melody and recognize the structure of the song. If I do know the lyrics, I will already have them written out. The first song we’re going to puzzle out is Mrs. Potter’s Lullaby from the new Counting Crows album, This Desert Life.

Okay, having decided that this song pretty much follows the verse/chorus format and, decoding Adam Duritz’s lyrics, I set the first verse and chorus out in the following manner:

Mrs. Potter’s Lullaby – Counting Crows

Verse 1:

Well I wake up in mid-afternoon ’cause that’s when it all hurts the most
I dream I never know anyone at the party and I’m always the host

If dreams are like movies then memories are films about ghosts

You can never escape you can only move south down the coast

Well I am an idiot walking a tightrope of fortune and fame
I am an acrobat swinging trapezes through circles of flame
If you’ve never stared off in the distance then your life is a shame
And though I’ll never forget your face sometimes I can’t remember my name


Hey Mrs. Potter don’t cry
Hey Mrs. Potter I know why but

Hey Mrs. Potter won’t you talk to me

The reason I’ve written it out this way is twofold. One, I’ve left some spaces in which to fill in the chords and two, I’ve deduced from listening to the song that, musically, the verse is essentially a set of four lines that gets repeated twice. The first two lines are musically the same, so there’s no need for me to figure them out a second time. Likewise, the first two lines of the chorus are the same. Good listening can help eliminate needless work.

Now, we have to figure out what key the song is in and what key we want to learn it in. That may sound strange to you, but trust me, you’ll quickly see what I mean. The chords in the introduction, and most of the song, sound like major chords. Now it’s time to find out which ones.

There are two important things to focus upon: the melody and the bass. Fortunately (and unfortunately as well, but that’s yet another column) most rock/pop/metal/country bassists are incredibly unimaginative and you can count on them to be hanging onto the root note and fifth of any chord, often to the point of strangling it to death. Part of this is due to the status quo; the bass is more perceived as an augmentation to the bass drum instead of a voice in its own right. If you don’t believe me, listen to any car speaker blaring down the street. You don’t actually hear the bass as much as feel it. Loudness is prized over melodic ability. (Note to all bassists and would-be bassists: this is not meant to disparaging, it’s simply a fact. Two of the best musicians I know are great bassists and they will acknowledge this. And, like many such things, we do have the power to change it.)

With the note from the melody and the note from the bass, you (might) have two thirds of the opening chord (it may be the same note). That’s not a bad start. If the melody or the bass line isn’t too complicated, I try to follow it on the guitar. This usually gives me an idea of which notes are being used which in turn will more than likely tell me what key the song is in. Another “trick,” if you will, I tend to use is what I call the “find the E”” method. This involves playing an E major chord (or minor if I think it’s in a minor key) up and down the fret board until I find the place where the majority of the song seems to be taking place. Now, obviously, I don’t use the E but rather the E shape with a first finger barre, like this:

E shape barre chords

In this particular case, both the bass note and the “E” centered on the Ab (or G#, if you prefer). For now, I am going to assume that the song is in Ab Major. This may or may not be true, but the point is that there are a lot of Ab major chords in the song, so if it’s not in Ab major, then Ab is at least a primary chord in the scale. So I make out an Ab chord chart and this is what I see:

Ab chord chart

After I recover from my mild stroke, I decide that there’s no bloody way I’m going to play this in this key. Sorry. So, now that I’ve found the key it’s in, I have to find a key in which to play it. This one’s a no-brainer, put a capo on the first fret and play it in G, which looks like this:

Key of G

That’s much better. Noodling around the fret board with my capo on, I find that I must be in the correct key because the G major scale is indeed working. The only sharp or flat I’m using with regularity is the F# (and remember, I’m playing as if I’m in G. The reality is that I’m playing in Ab or G#) and I know from reading Jimmy Hudson’s Key Changes that one sharp means G.

To avoid further confusion with keys, I’m going to mark the top of my sheet “Capo on 1st fret.” This basically serves to remind me to do this if I want to play along with the tape. But as far as I’m concerned, the song is officially in the key of G and I am leaving Ab far behind.

Okay, on to the introduction. Another useful “tool” I should point out is the ability to hear how certain songs sound similar to each other. The introduction of Mrs. Potter’s Lullaby, to me, anyway, sounds a bit like Bertha by the Grateful Dead. Now I already know Bertha, so I’m going to do a little experimenting. Bertha flits between the G and C (or I and IV, if you will). I notice that playing G for two beats, then C for two and G for two works but then the C doesn’t work. Okay. If I listen to the bass again or simply go with the odds, I try a D and it works. Always remember that the I, IV and V will usually be the main chords of any given key. Try them first. You will see that a lot of what we do is going to be guesswork, our job is to make it educated guesswork. And guess what? We’ve got the intro (which also serves as the fill between the lines!) down already:

G – C – / G – D – / G – C – / G – - – / (repeat)

The first line in the verse obviously starts out with G for two measures and then switches for one measure, switches again for another measure and then ends up back at G, repeating the intro riff. The two switches are definitely major chords, so it’s a fairly safe bet that they will be the IV and V. I try them out in that order and find that, indeed, it works. So here’s the first line:

First line of verse

The second line, as we’ve already noted, is the same as the first one:

Second line of verse

The third line starts out on a minor chord. Listening to the bass line, I hear it go up a third from the G. So I try out B minor and find that I’m still on a roll. The bass goes up yet another note for the next chord so I use C. My next instinct is to continue up to D before going back to G, but after listening to it three more times, I realize I’ve fooled myself. The melody goes up but the bass and the chord stay put. Okay, then, here’s the third line:

Third line of verse

Finally, the fourth line sounds to me like a reverse of the first two, so I try out V, IV, I and decide that yes, this works out fine:

Fourth line of verse

Moving on to the chorus, I listen not only to the bass and the melody, but also to the harmonies in order to get a better handle on the chords. I detect the bass run up to B at the start, followed by C, then something else and then finally D. After several listens, I’m stumped. I’ve got the third chord narrowed down to either G or B minor and I try them both out and decide I like the B minor better. This may turn out to be wrong, but it sounds fine to me.

First two lines of chorus

The last line starts out the same but definitely end up with IV to I. Again I am torn on the third chord – between B minor and D this time. I decide the D is more like the tape (but I still find myself playing the B minor from time to time). Of course it ends with the intro riff:

Third line of chorus

And now, taking note of the extra line in the last verse (which is a repeat of the line that precedes it), we have the full song:

Mrs. Potter's Lullaby part 1
Mrs. Potter's Lullaby part 2
Mrs. Potter's Lullaby part 3
Mrs. Potter's Lullaby part 4
Mrs. Potter's Lullaby part 5

Jealous Guy

Okay, we’ve done a relatively new song, so we should do an older one to balance it out. John Lennon’s Jealous Guy is one of my brother’s favorite songs, so I decided to learn it as a surprise for him. It’s also done in a verse/chorus format and the tape I made turned out to be in the key of G.


If you’ve been practicing listening to your majors and their relative minors, you’ll recognize the first chord transition very easily. G to E minor. The bass then goes down one full step for the next chord. It must be D. The next chord change doesn’t occur until the end of the second line. Listening to the bass, I figure it to be E minor again. The next chord is definitely a major chord and it sounds, to me, like a seventh. Since the bass ascends a fourth, it must be A or A7 (I checked it out later in a book and found it to be Em add 6 which is, essentially, very much the same thing as A7). This then resolves nicely to D before rising one step to E minor again and then down to C.


Here again, my practice in listening to progressions is paying off. The first line is the classic I – VII – IV which in the key of G translates into G, F and C. The second line starts out the same way, but the third chord is decidedly different. It sounds like a major chord even though it throws a cog into things like a minor chord might. Playing the melody at this point (“… made you cry…”), I find the notes are D, E and F. Hanging on to the F, I think of the major chords of which F is a part. F major (where F is the root) I’ve already ruled out. F is the fifth in a Bb major chord, so I give that a try and it works like a charm.

The final line has a descending bass line, which I know as another classic progression (which we’ll learn soon), from G to C and then we end on G once more.

So here is what we’ve been able to figure out:

Jealous Guy part 1
Jealous Guy part 2

Walking On A Wire

This Richard Thompson song, from the album Shoot Out The Lights, might not be familiar to many of you. I’m bringing it up simply because of the hell I went through figuring out the middle eight or bridge of the song and the sheer ecstasy it causes me when I play it. It’s a great example of how a songwriter can expand and exploit the boundaries of a key and still sound true to formula. No guitarist who wants to learn about the art of writing could hope for a better teacher. And if you ever get the chance to hear it and can follow along with these notes, I think you’ll be able to put away all your fears of learning how to decipher songs on you own.

Walking On A Wire is in the key of G (and no, I did not plan it this way…) and is structured in a verse, verse, middle eight, verse format. The verses of the song are fairly simple to figure out, but I’d like to point out a nifty technique employed in the introduction. After about a measure and three quarters of strumming the opening G chord, Mr. Thompson quickly goes to a D7 immediately followed by a D7sus add 9. It’s a lot simpler than it sounds. After striking the D7 on the downstroke, you simply pull off your middle and ring fingers, going from:

D7 Chords

You hit the second chord on the upstroke (try to make both the down and upstroke with one motion), letting the resulting chord ring. That sounds really nice, doesn’t it? Believe me, many of the little flourishes guitarists use are fairly simple, it’s just a matter of learning them.

Anyway, here’s how the verses look:

Walking On A Wire part 1

And now for the BRIDGE (and I’m going to write it all out so that you can follow along with what I show you):

Walking On A Wire part 2

The first line starts out with a D, which is simple enough and then shifts to the fifth of D, which is A. So far there’s nothing too out of the ordinary. But then the bass line moves up from A to C# (and it’s real easy to pick out – Thompson’s guitar doubles the bass line throughout the bridge). The C# is a minor chord, and again this chord dips down to its fifth, which in this case is G#. You can then hear the guitar and bass move up a third again, but this time it is a minor third, so you end up on B minor. This then moves up a whole step to a C# major which is used as launching point to F#m (C# being the fifth of F#).

The fourth and fifth lines mirror the first two lines but then in the sixth line, Thompson goes back to C#m in order to start his descent back to the key of G. We follow the bass down from C#m to B to A and then he goes to two minor fifths (Em and Bm) before firmly establishing the D, Am, D which in turn will lead back to the G which starts the third verse.

Walking On A Wire part 3

Okay, I know that we’ve covered a lot of ground here and there’s a lot to digest. The main points I want to stress are:

  • With practice, you can do this. Believe it or not, hearing some chord changes will become second nature over time.
  • This takes time. You are not going to just sit down and say, “G, D7, etc.” Be prepared to spend time and energy.
  • It’s much more of a puzzle than a mystery. Armed with what you already know, you can take a lot of the guesswork out of learning a song by ear. Always try to replace sheer guesses with educated guesses.
  • There will always be something that you may NEVER figure out.

Well, that about wraps up this series of columns. As always, I hope it’s been fun as well as informative. Please feel free to book mark this page for easy reference or to email me ( with questions, comments and ideas of what you’d like to see covered here at Guitar Noise.

About David Hodge

Since joining Guitar Noise in November 1999, David has written over a thousand articles, lessons, interviews and reviews. He also serves as the site's Managing Editor, supervising all content in addition to the continued writing of his own lessons and articles. In April 2013, David joined the writing staff of, heading up their Guitar Pages. And if that wasn't enough to keep him busy, David contributes to regularly Acoustic Guitar Magazine. He is also the author of six instructional books, the most recent being Idiot’s Guide: Playing Guitar.

Leave a Comment