Music education always & always looking forward.

Bend Both Knees: Double Direct Modulation in Boyz II Men's "On Bended Knee"

Not one, but two massive modulations atop a stellar songwriting example.


I don’t get out much at all anymore, but I can confirm that anywhere I go that presents itself as “hip” and hosts at least a few white 20-somethings, I’m bound to hear 90s hip-hop and R&B. Clothing stores or bars or brunch spots that tend to cater to white hipster oriented 20-somethings used to play garden variety, Apple-approved indie rock. No longer. While I don’t spend almost any time at all in those establishments anymore, if I find myself around them, all I hear are the things I used to hear on 102 Jamz growing up.

That being said, I feel that Boyz II Men have been sorely overlooked in this 90s revival. I actually gave in to nostalgia and bought the cassette tape of the group’s sophomore album (which I also owned on cassette in 1994) at a thrift store recently. My car has a cassette player, and I was stunned by how well the whole album holds up. But hearing this song for the first time in maybe 20 years knocked my socks off.

My dears, here we have not one, but two direct modulations, the stuff that Barry Manilow could only dream of. But with its immaculate production, earnest nostalgia, and terrific vocal performances, this song absolutely holds up.

Link to the official video for “On Bended Knee”, via Boyz II Men VEVO.

Background: Boyz II Men was a absolute record-selling juggernaut in the 90s and a backbone of everyone’s middle school dances of that particular era. Having dominated the Billboard charts with the singles from their debut album Cooleyhighharmony and the Boomerang soundtrack, their sophomore album II set new records in 1994. “On Bended Knee” replaced the group’s “I’ll Make Love to You” at #1 on the Billboard Hot 100 charts. This was the first time a group had replaced itself at the top of the charts since The Beatles 30 years prior. The album won two Grammys and “On Bended Knee” was the #5 Billboard charting single of 1994.

Analysis: The song starts in Eb major, although the majority of the chords in the primary progression are minor and the first chord of the entire song is Dbmaj7 (a bVII chord within the key). The first modulation is prepared by vocalist Wanya Morris’s vocal shift at 4:19 in the linked video recording. He repeats a measure worth of words sung on the mediant pitch, moving up a half step in the next measure, and the rest of the group comes in on the new key of E major.

If that isn’t enough to create emotional resonance in the song, the key changes again at 4:52. The movement is different here, although it starts as a sequence that begins on the mediant. This time around, the mediant of the new key (F major) is found within the key of E major, so although this might be referred to as a common tone modulation, it still shifts up a half step like any good gear change.

Both modulations assist in creating an added sense of drama to this ballad, and make for an overall satisfying listening experience.

Can I Play This Without Getting Fired?: The song contains no objectionable lyrics or unsuitable themes. The video features a woman posing in the nude, although only her shoulders are shown. So yes, play it away.

What Can I Teach with This Song?: Overall, this is a pretty brilliant songwriting example. It comes as no surprise, considering it was penned by Jimmy Jam & Terry Lewis. It’s a great listening example of a ballad within the context of New Jack Swing, a stellar example of a chord progression, and the double modulation puts it over the top.

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