I am an obsessive listener. It seems that my natural impulse compels me to stay with music that I like and play it over and over again, for days at a time, not knowing how long it’ll last, waiting for my ear to finally signal that it’s fully satiated and that it’s had enough for now. And yet, I must confess, I can’t remember when was the last time that I was so completely and utterly possessed by a song in quite the same way as I was when I first came across “Carousel” a few weeks ago. So to help myself through the process, I decided to let this song take me on a journey, and show me whatever it is that I need to learn.

I discovered “Carousel” on the extended version of Michael Jackson’s Thriller:

“Carousel” was co-written by Michael Sembello and Don Freemen, and was recorded by Michael Jackson in the 1982 Thriller sessions, but was eventually left out of the album in favor of a similar mood type track, “Human Nature.” The album’s producer Quincy Jones explains how one of the most important decisions a producer has to make is what songs truly belong in an album, and while “Carousel” could have been a huge hit, It doesn’t quite fit the album’s strong storyline that was already set in place by tunes like “Billie Jean,” “Beat It,” Thriller” and “Wanna Be Startin’ Somethin’”.

But before you start feeling sorry for Sembello for not getting his song on the world’s best selling album of all time, consider this:

Michael Sembello joined Stevie Wonder’s band at age 17, recorded guitar on the albums Fulfillingness and the masterpiece double album Songs in The Key Of Life, and co-wrote several songs with Stevie including “Saturn” and “Power Flower,” while touring with the band for seven years. Sembello also co-wrote and recorded the 80’s mega hit “Maniac,” one of the highest-grossing songs ever written for a film (Flashdance, 1983). Anything but an underdog, Sembello went on to have a highly successful career as a session musician, producer, song writer and solo artist.

Here is Michael Sembello’s demo of “Carousel”:

I transcribed the Michael Jackson version, which is a bit shorter and more compact than the original Sembello demo (last 3 lines dropped from both verses). While I’m tempted to offer a long and exhaustive bar-by-bar analysis, I feel that it’s better to present the transcription and the play-along video and to just mention a few technical notes about the over- arching ideas and devices that make the music “pop” in my opinion:

Part 1 is the first verse and pre-chorus (A) and chorus (B), Part 2 is the second verse and pre-chorus (A) , chorus (B) and C part (C)

Part 1:

Using triads in unique ways: notice how more often than not the root (bass) note is supporting a different triad than you would expect (for example F over Bb, instead of the obvious Bb triad or D minor triad for the Bb bass note).
The short pre-chorus at the end of the A sections goes to a distant key (Gb major from Bb major), and at the same time switches to using rich, colorful chords instead of triads, generating a sense of surprise and buildup that inevitably propels the listener right into the catchy, indeed carousel-like chorus.
The colorful harmonic progressions along with the highly evocative lyrics work very well together at generating a surreal, fantastic feeling of a dream-like trip to the carnival. Lines like “But what I can’t recall / is if there was a girl at all / or was it my imagination?” help to remove any sense of grounding or familiarity, and keep the listener on their toes, not knowing what to expect or what will come next.

Part 2:

I hope you’ve enjoyed checking out this tune, and that you’re inspired to learn more and use this information in your music making or otherwise. Please let me know what you think, if you have something to add, or if you have another tune you’d like to see transcribed. Thanks for reading!