"Quincy told her, 'Ro, don't sing that doggone song no more until you record it'": A music professor breaks down Roberta Flack's Killing Me Softly with His Song
“I can’t think of another major hit with a fourteen-bar chorus”
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Soul and R&B icon Roberta Flack passed away earlier this week at the age of 88. In her honor, we're taking a closer look at Flack's best-known song.
I hesitate to admit that I always thought that Killing Me Softly was a lightweight bit of adult contemporary pop, but it turns out that there is far more to the song - and its singer - than immediately meets the ear. Let’s dig in.
The background
Roberta Flack did not write Killing Me Softly. There is some dispute about who did. Two music industry veterans were involved: composer Charles Fox (who also wrote a lot of TV theme songs, including The Love Boat) and lyricist Norman Gimbel.
A very young singer-songwriter named Lori Lieberman was the first person to record the song, and she also says that she came up with the main idea for it, inspired by hearing Don McLean perform Empty Chairs. She says that Fox and Gimbel then shaped her idea into the finished song. Fox and Gimbel told the same story in interviews at the time, but then in recent decades, they began denying Lieberman’s contribution to the song.
There is a personal side to this conflict. Fox and Gimbel were Lieberman’s managers, and Gimbel was also in a romantic relationship with her, in spite of being more than twice her age and married to boot. You get the idea that the end of the relationship may have been his real motivation for starting the fight about credit for the song.
Anyway, Roberta Flack heard Lieberman’s recording on an airplane and was immediately attracted to its classical-sounding harmonic structure. She was opening for Quincy Jones at the Greek Theater in LA, and after she had done her planned encore, Jones asked her to sing one more song. She decided to debut her version of Killing Me Softly, and the crowd response was so intense that Jones told her, “Ro, don't sing that doggone song no more until you record it.”
On the 1973 recording, produced by Joel Dorn, Flack sings and plays electric piano. She is also the arranger of the hip Latin rhythm track, with its delightful finger cymbals. Her frequent duet partner Donny Hathaway sings backing vocals. The track features two prolific session players, guitarist Eric Gale and percussionist Ralph MacDonald, and two legendary jazz musicians, bassist Ron Carter and drummer Grady Tate. These musicians elevate the song far beyond its original adolescent earnestness, into something more soulful and mysterious.
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The single spent a total of five weeks at number one on the Billboard charts and won Flack two Grammys in 1974, including Record of the Year. She had won it the previous year for The First Time Ever I Saw Your Face, making her the only solo artist to do so in two consecutive years.
The theory
Roberta Flack was trained as a classical pianist and never lost her love for the European canon, so you can see why Lori Lieberman’s recording of Killing Me Softly caught her ear. Its classical quality comes from its circle of fifths root movement and secondary dominant chords. I will explain these ideas in detail below.
Most of Killing Me Softly is in Ab major, and it uses five chords from that key: Abmaj7, Bbm7, Dbmaj7, Eb7 and Fm7. There are three sections in the song, the first of which is the chorus. It’s fourteen measures long, which is wildly unusual. Pop choruses are almost always eight or sixteen bars, or occasionally twelve; I can’t think of another major hit with a fourteen bar chorus.
The chorus has three phrases. The first is the line “Strumming my pain”, a measure each of Fm7, Bbm7, Eb7, and Abmaj7. The chord roots move around the circle of fifths counter-clockwise, the way that they would in Mozart: F to B-flat to E-flat to A-flat.
"Pop choruses are almost always eight or sixteen bars, or occasionally twelve; I can’t think of another major hit with a fourteen bar chorus"
The line “Killing me softly” is a bar each of Fm7, Bb7 (surprise!), Eb7, Dbmaj7 (another surprise!), Abmaj7, and Dbmaj7 again. This is a six-bar phrase, not the four-bar phrase you have been taught to expect from a lifetime of pop listening. Once again, the chord roots are going counter-clockwise around the circle of fifths, this time from F to D-flat. That Bb7 chord is an interesting twist; it’s from outside the key of Ab major, and I’ll talk about it more below.
The final “killing me softly” is the more conventional four bars long, but now the harmonic rhythm is different: two bars each of Gbmaj7 and F7. Not only do these chords persist for twice as long as any others you have heard so far, but they are both from outside the key of Ab major. Instead, they are the bVI and V7 chords in a new key, Bb minor, and they will resolve to the first Bbm7 chord in the verse.
Except, surprise, the chords at the end of the chorus don’t resolve right away. Instead, Flack introduces a new section, an eight-bar interlude on a mysterious Eb9sus4 chord. It’s a combination of Ab, Bbm and Eb chords, and the resulting ambiguity creates a sense of gently floating suspense.
Now we finally arrive at the verse, which is twelve bars long. That’s not as unusual as the fourteen-bar chorus, but it’s still not quite what you would expect. There are three phrases, each of which is four bars long. The first is on the line “I heard he sang a good song”, which is a bar each of Bbm7, Eb7, Abmaj7 and Dbmaj7. This is yet more counter-clockwise circle of fifths movement.
The second phrase of the verse, on the line “and so I came to see him”, is a bar each of Bbm7 and Eb7, then two bars of Fm7. This last chord interrupts the circle of fifths movement, and instead creates a sense of coming to rest in the relative minor key.
The final phrase of the verse is on the line “and there he was, this young boy”, and it’s a bar each of Bbm7, Eb7, Abmaj7 and C7. This is almost the same as the first phrase, but it ends very differently. The C7 chord is yet another departure from Ab major; it’s the V7 chord in the key of F minor, resolving to the Fm7 at the beginning of the chorus.
There is one other part of the song, the wordless bridge, but that uses the same form and chord progression as the chorus.
"One way to enrich this kind of plain-vanilla major-key harmony is to think of each chord as a temporary key center unto itself"
So what is going on with those chords from outside the key, and why do they have such epic grandeur? Let’s think about the main chords in the song again, the ones from the key of Ab major: Ab, Bbm, Db, Eb, and Fm (we’ll ignore the sevenths for now). One way to enrich this kind of plain-vanilla major-key harmony is to think of each chord as a temporary key center unto itself. So rather than just going from the Ab chord to the Fm chord, you could think of going from the key of Ab major to the key of F minor.
The strongest way to define a key in Western tonal music is with a V7-I cadence. So to make F minor really sound like the center of harmonic gravity, you want to set it up with its V7 chord, C7, and then have that resolve to Fm. The main voice leading event here is the leading tone E, the third of the C7 chord, resolving to the tonic F, the root of the Fm chord. This is exactly what happens in the transition from the chorus to the verse in Killing Me Softly.
That C7 chord is a dissonant surprise if you’re expecting chords from Ab major. But it resolves to a familiar chord from back inside the key. This is called a secondary dominant (or an applied chord in classical terminology). It’s a standard technique to create harmonic interest in the European canon, and is also common in jazz, country, R&B and many pop styles.
Now let’s turn the Bbm chord into the key of Bb minor. We do that with a V7-I cadence in our new key, F7 to Bbm. The main event here is the leading tone A resolving to the tonic B-flat. This is an especially epic thing to do, because F7 is so similar to Fm, but with A rather than A-flat. Compared to the home key of Ab, A is the most dissonant note you could hear without leaving the piano keyboard entirely.
"When the F7 resolves to Bbm, it’s like your peanut butter sandwich has suddenly turned into a Caesar salad"
There’s nothing remarkable about an Fm chord in the key of Ab major, it’s about as surprising as finding jelly with peanut butter in a sandwich. But what if you’re expecting jelly and you get anchovy paste instead? That’s the effect of swapping F7 for Fm: it’s superficially similar to what you were expecting, but also terribly wrong. When the F7 resolves to Bbm, it’s like your peanut butter sandwich has suddenly turned into a Caesar salad. Anchovy paste may have been awful with peanut butter, but with romaine lettuce and croutons, it’s delicious.
The other secondary dominant in Killing Me Softly is Bb7, which takes us temporarily into the key of Eb. This a much milder dissonance; it’s more like expecting strawberry jam and getting marmalade.
The Fugees version
My fellow Gen X-ers know Killing Me Softly best from the Fugees cover. Despite the very different musical setting, Lauryn Hill’s vocal follows Roberta Flack’s phrasing closely, and the music video shows her sitting with Flack at the piano. I thought that the sassy end of the bridge was Lauryn Hill’s invention, but it’s precisely what Flack sang. The Fugees won a Grammy for their version too.
The sitar riff at the end of each chorus is sampled from Bonita Applebum by A Tribe Called Quest. Tribe, in turn, sampled the sitar from Memory Band by Rotary Connection. You can see Flack performing the song with the Fugees on MTV; Flack’s and Hill’s mutual admiration and joy onstage are obvious.
The artist
I remember being surprised back in the 90s that the Fugees, then the coolest people on the planet, should have chosen such a seemingly corny song to put on their album. That was pure ignorance on my part. It’s not for nothing that WhoSampled.com lists a couple of hundred rap classics that sample Flack.
If, like me, you only know Roberta Flack’s ballads, you will be surprised to learn that she had a funky and political edge. She recorded several songs by Eugene McDaniels, including his classic Compared To What. She also recorded McDaniels’ Sunday and Sister Jones.
You can hear Flack’s funky side in her original song Go Up Moses. And you can hear the church in her cover of the Impressions’ Gone Away, which starts off pleasantly, and then at 2:51 suddenly becomes the most soulful thing you have ever heard.
Of course, don’t sleep on the quiet storm material either, like her impeccably light and groovy recording of George Benson’s Feel Like Makin’ Love. (I also adore the D’Angelo version.)
Ann Powers wrote a long appreciation of Flack in 2020. Powers explains Flack’s decorous poise as a product of her background in church music and classical piano: "Roberta Flack has always held two souls within her body. From her childhood days onward, she was herself, the daughter of a draftsman and a church choir organist who learned to play music at her mother's knee.
"This Roberta strove to understand both Chopin and Methodist hymnody and was precocious enough to gain admission to Howard University at 15. She was a shy, awkward, diligent girl with her nose always in a book and fingers tired from practicing piano scales.
"Even then, in her deepest being, she was also Rubina Flake, renowned concert artiste, effortlessly dazzling Carnegie Hall crowds with her performances. Rubina helped Roberta endure the indignities faced by gifted black children in the South, as when she'd sing 'Carry Me Back To Old Virginny' for contest judges in hotels where she wasn't allowed to stay the night.
"Her alter ego helped her feel glamorous and capable when others told her she was imperfect"
"Her alter ego helped her feel glamorous and capable when others told her she was imperfect. Rubina had no need to respect others' restrictions. She was a diva, surrounded by bouquets of backstage flowers and the approval of an elite who didn't describe her as having 'a chipmunk smile and a nut-brown face.'"
I was moved by learning that when Flack took over the production of her albums, she credited herself as Rubina Flake.
During Flack’s commercial peak, critics and interviewers were skeptical about her racial bona fides. Could such a restrained and elegant singer really have soul? Aside from being insulting, those questions showed ignorance about the Black church; it isn’t all screaming and speaking in tongues.
In his book chapter “The Sound of Velvet Melting: The Power of ‘Vibe’ in the Music of Roberta Flack”, Jason King explains: "One of the defining elements of Flack’s rapturous vibe—and the key to the slow-burn aesthetic that is quiet storm—may be the phenomenon of silent frenzy. Frenzy is the palpable yet understated manifestation of spirit or ambient energy in kinetic motion… The notion of frenzy as ‘‘silent rapt countenance’’—which is only one possible expression of the aesthetic—is related to the hypnotic rapture I’ve previously described in Flack’s work.
"Stemming from her training both in gospel and in classical, Flack has the ability to generate silent or quiet frenzy in her work"
"Stemming from her training both in gospel and in classical, Flack has the ability to generate silent or quiet frenzy in her work. Though the music is subdued it is nonetheless marked by simmering fiery energy, like the simmering heat that is velvet melting or the heat of intimacy and getting togetherness, akin to James Baldwin’s notion of performance as electrical current corroborating flesh and blood between audience and performer. It is not surprising, then, that Flack has claimed to be inspired by the gospel legend Marion Williams, who, she says, ‘sings with the spirit of God’s gift, serenely and quietly, but with fire.’
King also points out that “quiet storm might be best considered a racialized take on— or redefinition of—ambient music”, and directly connects Flack to Brian Eno. Both artists “draw on repeating patterns, motifs, or ostinatos to create a hypnotic mood: ambient drones parallel the smooth grooves of quiet storm.” King cites Mood and 25th of Last December as sounding especially Eno-esque.
Why do we hear gospel shouters, soul screamers and white experimentalists as profound, while dismissing Roberta Flack as a lightweight? Ann Powers and Jason King think that the answer has less to do with music and more to do with race and gender politics, with the American pop scene’s ideology of rebellious individualism rather than community-building and connection. Flack’s placid surface conceals vast depths.
Ethan Hein has a PhD in music education from New York University. He teaches music education, technology, theory and songwriting at NYU, The New School, Montclair State University, and Western Illinois University. As a founding member of the NYU Music Experience Design Lab, Ethan has taken a leadership role in the development of online tools for music learning and expression, most notably the Groove Pizza. Together with Will Kuhn, he is the co-author of Electronic Music School: a Contemporary Approach to Teaching Musical Creativity, published in 2021 by Oxford University Press. Read his full CV here.
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