Jazz Sensibilities in E.T.’s Flying Theme

A deconstruction of the chord progression in E.T.’s Flying Theme reveals John Williams’ roots as a jazz pianist

As friends will attest, I make no bones about my admiration for work of the (objectively greatest) composer John Williams. His collaborations with another member of the Dustin-will-always-defend club, Steven Spielberg, have produced many of the most memorable themes in film history, and play an incredibly personal role in the development of my love for music and the study of its theory.

While most know Williams for his work constructing theme-based cinema scores, few are aware of the composer’s origin as a cool-cat beatnik of the jazz era. Following his service in the military in the early 50s, Williams, known by friends and colleagues as “Johnny,” attended Juilliard by day, and worked as a jazz pianist by night. It’s odd to think of a composer so well known for his sweeping, neoromantic film scores having earned that signature black turtleneck in the jazz clubs of 50s New York. But as J.J. “JJ Baby” Abrams can attest, under the veneer of his prim New Englander-accent and mountain of Oscars, he’s a real daddy-o.

Williams’ jazz background is easy to spot in some of his film scores, most notably the polyrhythmic melodies composed for Spielberg’s Catch Me If You Can. However in his other work, that overt jazz influence is not so apparent, which is I was surprised recently to find it hiding in a work that seems as far from jazz as its lovable pruney protagonist is from his home planet.

The score for E.T. The Extraterrestrial is one of my favorites, and one I return to often as background music while I work. Its music is a perfect encapsulation of the film’s themes: mystery, innocence, loneliness, longing, magic and adventure. While it contains numerous themes, the one you are probably the most familiar with is E.T.’s “Flying Theme.” Let’s take a listen as it appears in the film soundtrack:

*For convenience, I have transposed it to the key of C, which is the same as the Flying Theme’s concert arrangement*

After one afternoon of listening, I attempted to pluck out the tune on my guitar, starting first with the melody. Easy enough, it’s a very common example of Williams’ melodic style, with a theme that prefers leaping about by fifths, sixths, sevenths and octaves before traipsing through the notes in-between. Take a look & listen:

Next I attempted to figure out the structure of the chords that accompanied the melody. The theme starts in C and you can hear C in both the bass and the french horns. It sounds happy, a good sign we are dealing with a major chord, and sure enough, throughout the first two measures we are on the the first chord in the key of C Major.

Then it all breaks apart.

Actually it had already broken apart, I just hadn’t heard it yet. Starting in measure 3, the rules of chord progression get thrown out the window.

What are those rule? Well without getting into an entire lesson on music theory, certain chords naturally lead into other chords. As you can see in the image below, while the I (1) chord can typically go to any other chord, iii (3) typically likes to go vi (6) which likes to go to either ii (2) or IV (4) which all like to end up at V (5) before returning to the I (1). In fact that V to I move is so common, it’s called a “Perfect Cadence,” and nearly every piece of music from classical to popular contains that move.

But rules don’t apply to Johnny Williams. Here’s what his chord progression looks like for the Flying Theme:

Safe to say for the those who didn’t take music theory in college, Williams is not obeying the rules. But you know who else doesn’t obey the rules? Jazz cats.

As I tried to discern by ear the chord progressions and reproduce them on my guitar I quickly gave up and moved to my keyboard, an instrument I continue to learn but am by no means proficient at. Turns out, if you want to understand the mind of a jazz pianist trapped in an Oscar-winning composer’s body, the piano is the cipher you must use. For many Jazz pianists, chord progressions are more about locality than following a strict rule set. And by “locality” I simply mean: What’s the nearest chord I can move to that shares some kind of relationship to my current chord? Let’s take a look at what these chords look like to the hands of a pianist:

Chord 1 — C major

Pretty simple so far, just a nice three finger C chord, a jumping-off point for music of all kinds.

Chord 2 — D dominant 7

I mean, technically you can go wherever you want from the I chord, but this chord makes no sense in the “theory” or chord progressions for C Major. First off, it’s not minor, and in major chord progressions, the ii (2) chord is supposed to be minor. Instead, it’s II or a Major 2 chord. Weirder still, it’s a dominant 7 chord which usually sets up pretty specific resolution (more on that later).

Still, look at how easy of a move it is. Two fingers shift a key down and a fourth finger is added. Despite being a “theoretical” mile away in terms of chord pression rules, the chord fits on the keys comfortably next to the previous one.

Chord 3 — G Major 7

As I mentioned, the previous chord was a “dominant 7” chord. That’s just a fancy name for a chord, usually the V chord, that *really* wants to resolve back to the I chord in its key. Sadly, that chord — D dominant 7 — was not the V chord in C major, but it is the V chord in G major…which happens to be the V chord in C major… making it the dominant of the dominant…..……. look, all that matters is this chord basically has only one place to go and turns out G Major is that chord. Lo and behold, the next chord is G Major :)

Williams is sneaking a perfect cadence from another key right off the bat, a typical trick of the jazz pianist. Without creating a move that sounds jarring or dissonant, he is still able to pull off something unexpected by simply borrowing a pleasant move from a neighboring key.

Now go back and compare the piano diagrams for the past few chords. Are you starting to see a trend? Notice how despite being two totally different chords away, we are still basically in the same place on the keyboard. Even when Williams decides to play by the rules — the rules albeit of a different key signature — his jazz instincts kick in and he moves in a way where only 2 fingers have to shift spots. Doing this is called using chord “inversions” and it is a telltale sign of an accomplished jazz pianist. While a classical pianist playing Chopin will find themself flying across the keys to form new chords, a jazz pianist takes the shortest path with coolest sound, and oh does this particular inversion sound sumptuous :).

Music theory sidebar

What is an inversion?

A scale — usually — consists of 8 notes, like G Major with the notes: GABCDEF#G. Chords are built by combining every other note from a scale, a distance known as a “third.” So to do that, start with the first note in a scale, then add the 3rd note in the scale, then the 5th note, and then if you want to make a 7th chord, adding the 7th note. That would make a G Major 7 chord: G-B-D-F#. That’s just the 1st–3rd–5th–7th notes in G Major.

An inversion is simply laying out the 1–3–5–7 pattern in a different order, like 3–5–7–1 or 5–7–1–3. In the chord above, the 3rd note of the G major scale is in the root, followed by the 5th, followed by the 7th, and then finally the G itself. Having that 7th and 1st note so close to each other on the keyboard highlights how dissonant they sound. If you have a piano, trying playing F# and G together. It’s gross. But combine it with the rest of the notes in the chord, and SUDDENLY it’s oh so pretty… :)

Chord 4 — D minor 7

I love this chord. It’s a wild choice. It doesn’t really fit with Williams brief move into the key of G Major, and it makes practically no sense in the theoretical key we are still in: C Major. This chord move is pure jazz. Williams’ hand was on the previous chord, and it sought out the nearest neighbor it could find. Also, minor 7 chords have this lovely, ethereal sound to them. Not quite sad, but not happily marching anywhere specific. This is a happy accident chord, something a pianist playing in a club at 2AM would move to just to soak in its flavor while searching for a path home to the chord they started on. And even though no textbook of chord progressions would ever recommend this chord, it magically works.

Chord 5— A flat Major 7

There is only one rule left: Get back to C major. In the previous chord, Williams put C in the root, and now his only governing sensibility will be to keep C in the root at all costs.

So what does he do? He plants his pinky on C and moves his other fingers as little as possible. Where does he move them? Well, he’s on the ii chord of C Major, so he could move to V, and then he’d be perfectly setup to return to I and have that lovely Perfect Cadence!

Yeah, no. He goes for A flat Major 7, a flat VI chord, which is basically the musical equivalent of a middle finger. It’s also a dissonant move from the previous D minor 7 chord. D to A-flat is a diminished 5th, also known as the “diabolus in musica” or “devil in music.” It’s the nasty of all nasty intervals, the complete opposite of moving toward a quick resolution. It’s an anti-resolution, full of unease and danger, kicking us back into the sky like we don’t exactly know if our alien buddy is going to land our bike safely back on the ground.

Chord 6 — A flat dominant 7

One chord left to go before he must arrive at C Major to complete the phrase. Surely it’s time to find a V chord or even IV chord, something that resolves easily to I.

Not so for coffee sipping, scat-cat Williams. He doubles down on A-flat. A single note move that converts the Major 7 chord to a dominant 7 chord. Remember the previous dominant chord in this sequence and how it *had* to go to a particular chord next? Well, Williams is breaking the rules again. The chord by itself would want to resolve to B flat Major, but by playing this chord right after its Major 7 variant, it makes an uneasy chord sound practically calamitous. It’s the ultimate tension build accomplished by the laziest chord move. And with a prominent D in the melody — and in the bass in orchestral arrangement — we get the full brunt of the “devil in music” interval.

Still, beneath it all is that C, which has now been in the root for three chords in a row. As far out as the chords get, Williams continues to let the listener know that resolution is just around the corner. But how?

Interestingly, this chord appears in another place in the film score. It’s the apprehensive chord we hear as E.T. and Elliott are careening toward the cliff, just before they take off. This means the audience has already been primed to associate the chord with danger, and its resolution with magical wonder.

Chord 7 — C Major 7

And just like that, we’re back, baby! And not just to C Major, but to C Major 7, C Major’s cool cousin. Major 7 chords, especially when used at the end of a sequence, have an almost nonchalant, aloof, resolved-but-don’t-really-care sound. It’s a staple of jazz music, the king chord of cool.

But hold on there Johnny Jazz-hands, you can’t just jump from a flat VI chord back to the I, no matter how cool that I chord sounds? Right?

Johnny winks ;)

It turns out that flat VI chord shares a special relationship with C Major, a relationship that is a staple of the jazz diet known as a “chromatic mediant.”

It turns chromatic mediants also developed a special place in film composition. While it would have be readily known to a jazz pianist like Williams, as an accomplished cinema composer he would have known their other name: SPACE CHORDS.

SPACE CHORDS are just what they sound like, a set of chords that have been used over and over in film composition to evoke the sci-fi majesty of SPACE! Don’t believe me? Take a listen to this clip from the amazing Thomas Newman score to Pixar’s WALL-E:

A travesty that this didn’t win an Oscar…

Those big three brass chords at 1:59? You guessed it: C Major -> A-flat Major -> C Major. It’s the same chords Williams uses to end his Flying Theme sequence! The spaciest of SPACE CHORDS!

This means Williams specifically wanted to get to a resolution that combines one of the tenants of jazz chord progressions with the most sci-fi chord move in film music. Johnny not only had a plan to get home, but a plan to do so with sci-fi style!

Let’s put it all together

Now that we’ve seen how Williams made short, jazz-like progressions through chords, all with the plan for a space chord finish, let’s hear the whole sequence together:

And now add the melody, a simple chromatic walking bass line, and some rhythmic texture, and you’ve got the complete Flying Theme:

Final thoughts

Deciphering this chord progression at my piano was a pain. With no rule book to follow, you have to listen as best you can and try to pick out each note one by one. But the moment it dawned on me that each chord was just a short move from the next, it all fell into place. I had been thinking like a theorist, while Jazz-cat Williams was playing from the soul. I have to wonder which came first, did Williams write out the melody and then wrap these chords around it, or did he lay down this lush, paradoxical progression and then find the melody that fit the feeling?

Williams is an undeniable master at his craft, but the deeper complexity of his work continues to be a bounty of discovery for music theory nerds like me. When I began to break this sequence down, I expected to find what most would expect from a composer renowned for his operatic, grandiose style. I expected a masterclass in structured, rules based tonality. What a treat to instead discover that in Johnny’s heart, beneath the sweeping arrangements and french-horn fanfares, there’s a smoke filled nightclub leaking the sweet tunes of jazz onto a neon-lit street.

Keep it cool, Johnny :)

Might solve a mystery, or rewrite history

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