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The Smile Is Only There To Hide: Musical Analysis and Personal Interpretation of ELP's "Trilogy"

Updated: Feb 10, 2022

May 4, 2015

Introduction: Form & Section Structure


At first hearing, this piece of music came off as a symphonic poem, as it had the qualities of a programmatic orchestral work based on an extra-musical idea. In the case of Emerson, Lake, and Palmer’s (ELP) “Trilogy”, the extra-musical idea comes from the lyrics, which tell the story of a breakup and the profound emotional trauma that comes with the event. The piece is mainly composed rather than improvised with essentially three sections, however there are a few subsections and repetitious tendencies throughout the sections that result in song-like qualities.

Section Structure

The first three bars are arguably the most important part of the piece to focus on, as they foreshadow how the rest of the piece is structured. Bar one is in B major and the main melodic vocal line is introduced by a muted synthesizer with a string-like effect. This choice of instrumentation could be seen as an allusion to a 19th century violin introduction to a symphonic poem. Since Keith Emerson admired the work of Franz Liszt, it is not entirely unexpected to find traces of Liszt’s influences in Emerson’s work, or for Emerson to create a symphonic poem, as Liszt was well-known for his tone-poems.

In bar two, A and G become natural (or to some, a B major-minor), proposing an unknown key and a possible modal change suggesting a Phrygian mode before being interrupted by bar three with a C major descending triad suggesting a Neapolitan chord relative to B major. In essence, each bar of the first three bars foreshadows one of the piece's three main sections. For instance, the first bar represents section one of the piece (mm. 10-60). Firstly, it is without a doubt in B major, which section one is in for the most part. Secondly, section one contains most of the lyrics, and the lyrics are set to the melody of bar one. Bar two represents section two (mm. 60-90) as both are filled with a sense of uncertainty. In bar two there is a shift in key and a hint of the unknown, similar to section two, which reflects the narrator’s shift in their relationship (i.e. leaving), and the uncertainty of what comes next. Essentially, section two is one giant transition/musical journey which leads into section three (more on this later).

Bar three shows stability with a C major descending scale, a rallentando with fermata at the end suggesting a cadenza. Similarly, section three also shows stability with a permanent key change to B flat major, a change of mood in the direction of optimism, the reintroduction of the vocals, and a final tritone substitution or “jazz” cadence ending on a bii13 – I.

In the first three bars the key changes from B major to C major. The semitone progression and chromaticism play important roles in the remainder of the piece in terms of keys, the cadence at the end, the chromatic descending lines in the piano, and the keyboard flourishes. For example, in bars 4 and 5, there is a descending chromatic pattern that gets repeated in bar 37 and continues to bar 41. After bar 5, there is a continuous chromatic descent in the right hand until section one. Essentially, the remaining six bars (mm. 4-9) are virtuosic passages that serve as an introduction to section one and are melodically similar to piano phrases in the sections to follow, including the solos.

Musical Analysis: Section One

Within section one is a nod to the classic Tin Pan Alley form of AABA. This section begins with the lyrics provided by Greg Lake that depict the story of a breakup and finding one’s self after the dust settles. The lyrical melody is the same as the synthesizer melody of bars one through three, except that between bars two and three, the melody ascends for two bars before descending like the melody in bar three.

In this section the narrator discusses a relationship that can no longer stand on its own. Lies are exchanged, they pretend they’re still in a relationship when in reality the love ended long ago, and the narrator is now counting the time that has passed them by. This section represents regret over deception and overall depression. When the first verse ends in bar 17 there is no resolution in the piano. Instead, the B-major chord resolves to IV (mm. 15) and Vsus4 (mm. 17). The same chordal structure appears in verse two, the second A section, in bars 23 and 25. This lack of resolution adds to the idea of being stuck with no clear ending. Although the F#sus4 chord could act as a dominant, it is not part of a clear I-V imperfect cadence. Similarly, although ending the relationship seems to be the only way out, at this point it is not the definite solution and the narrator must face the implications and emotional traumas of such possibilities.

The B section begins at bar 26 and proceeds through a circle of fifths (Em, A, D, G) followed by a semitone descent (F#sus4). This feeling of travel and progression matches the lyrics nicely, as the narrator is writing and sending the breakup letter through the mail. The tempo has increased slightly and rolls right into the last A section in two distinct ways. Firstly, there is a definite resolution back to the tonic at the beginning of bar 30. Secondly, usually the final A section of the song starts at the end of the B section, but the last A section comes in abruptly after the second line at the word “leave”.

At this point, the narrator has made the decision to leave the relationship, and with the return of the tonic, a sense of clarity and comfort is achieved with this decision-making. Later on in bar 35, the piano accompanies the feelings of the narrator during the line “what I’m really feeling deep inside” by introducing frantic sixteenth-notes that give the impression of panic.

At the end of the verse (mm. 37) a descending piano pattern appears with similar qualities to bar 4 and acts as a coda or “outro” to the ending of section one. The piano at this point is very virtuosic, and reflects the style of Liszt quite well. At bar 41 there is a step-wise ascending scale, and at bar 42, a pedal point is used while a single-lined melody in the left of the piano plays above of the repeating B. There are several moments of dissonance in bars 44-47 but the repeated B continues through thick and thin, similar to the drive the narrator had through the relationship that was starting to crumble. This short section is interrupted by a G natural trill, and returns to a melody similar to the A section as if to try to continue with the way things were. At bars 51 and 53 there is an interjection of the word “goodbye” as if to put the melody of the A section to rest. The final “goodbye” ends on a Perfect V-I cadence, signifying a definite end.

In bar 54 the piano begins a sweeping motion using ascending arpeggios and alternating between F major and B major chords, foreshadowing the upcoming key change for section two. Significantly, B major is the Neapolitan of Bb, which foreshadows the ending key and the tritone substitute cadence (but more on that later). At bars 58 and 59 another rallentando with a cadenza is used to transition the key of B major into F major, the dominant of Bb major, to begin section two.

Musical Analysis: Section Two

Section two begins at bar 60 and sports a double time feeling in 2/4 time. Similar to the end of section one, there is a continuation of ascending arpeggios in the piano from bars 60-64. At bar 64 (and later in bars 66 and 68) the arpeggios are interrupted by a French sixth (B, D#, F, A) which is a tritone away from the F major. After the French six interjection, the melody descends until bar 69, the bass is introduced briefly, and the piano ascends and presents a high tritone in bar 70. This same bar turns into ¾ time and then 4/4 time in bar 71 with a rubato.

From bar 71 to 78, F and C are raised, prompting the key of D major. The tempo continues to gradually increase in this section, and traces of the A melody are played. With the shift to D major, it seems like the piano is reminiscing or reflecting on the past with the similar A section theme, however things are different not just in terms of the key, but in terms of the relationship no longer existing. At bar 74 the tempo continues to increase rapidly over descending triplets, almost as if an impulse is driving the piano, until bar 78 where a crescendo forms, 4/4 time becomes ¾, and the transition ends in Bb. Suddenly the piano is spinning out of control and tries to climb upwards in a step-wise motion and escape the spiral of the narrator’s woes, but instead the piano gets pulled down by the weight of the narrator’s emotions in bar 84. The descending triplets are similar to the ones in bars 74 and 75 as the time signature changes to 4/4 once again. This time instead of crawling upwards, the piano spirals with descending triplets and crashes into bar 86 with a post-tonal “perfect” cadence of “V”-I containing B, F#, and C in the “V”.

The last four bars (mm. 86-89) of section two are transitional bars that lead to section three but can also be seen as a subsection of section two. At bar 86, the time signature changes to 5/4, and the key signature changes to Bb major. The preceding B and F chords are dominants of Bb or dominant substitutes of Bb. The chords alternate between Bb and B, which foreshadows the tritone substitute cadence at the end of the piece and reflects the original semi-tone exchange at the beginning of the piece between B major and C major. Although an alternating Bb to B major pattern is a tritone substitute and similar to I-V-I-V, there is still distress with the 5/4 time signature and division of rhythm (more on rhythm later). This repeating pattern lasts well into section three, where the only difference is added instrumentation (bass, drums, synthesizer) and a fortissimo as opposed to a forte.

Musical Analysis: Section Three

It is in section three (mm. 90) that the drums, bass, various synthesizers, and organ are introduced. The same Bb to B pattern continues throughout the section and through the first synthesizer solo ending at bar 106. Back at bar 94, the first synthesizer voice enters and depicts the narrator’s feelings through sound, rather than words, as sometimes words cannot express what one is feeling during a breakup. The synthesizer echoes the melody from the first two bars of the piece. The melody is played at a faster tempo with loose note lengths sounding almost like a mockery of the original carefully-timed melody. In bar 96 the synthesizer ascends before producing a shrieking Ab that’s held over two bars before breaking off into its own solo with scattered notes, descending triplets and eighth notes, and long-held notes displaying panic, frustration, and pain. At this point (mm. 105) the improvised keyboard solo enters reiterating descending triplet figures, sporting variations on the A section melody, and whirling away with screeches, key poundings, and extremely virtuosic passages that are once again reminiscent of Liszt.

The solo ends with a tense trill from Bb to F and back from bar 106 to 109. At this point the time signature has changed from 5/4 to 6/8, adding a more comfortable and stable ground, similar to the narrator’s emotions after their breakdown in the solo. At this point (mm. 106) a sense of optimism is felt. The shrieking synthesizer has passed, the confusion and uncertainty has started to subside, and suddenly the clouds are beginning to dissipate. The narrator has experienced a sense of growth and clarity after coming out of the whirling winds of agony and sorrow that was the synthesizer solo.

In bars 110 and 111 there are a series of solid eighth notes with a slight step upwards, giving a driving push to move forward towards the future and not back towards the shrieking synthesizer and the pain it represents. From there (mm.112) a new melody is introduced and becomes the main melodic theme for the rest of the piece (although it momentarily stops during the second solo section). This new theme is played moderately with a strong beat. At bar 126 the narrator reappears and is confident and able to discuss the past and how things used to be with no hard feelings or regret. The narrator then assures their ex-lover that they too will be able to get past the pain of the breakup and wake up in a happy state of mind.

At this point (mm. 146) the second solo enters and is played predominantly on the Hammond organ, however the synthesizer does come in near the end. This solo is predominately made up of lower tones, unlike the first solo that contained a lot of high notes on the synthesizer. In this solo, the Hammond is very grungy while there is a back and forth ascending and descending pattern played on the Moog synthesizer. This solo in general seems more laid-back and not as edgy as the first solo. This solo emulates the idea of acceptance and taking things as they come. The tempo is very consistent and there are no tempo pulls. There are still some semi-tone note shifting which suggest that not everything is calm and on one level, however the unevenness is controllable. At the very end of the solo the synthesizer returns and continues to use high pitches, however the instrument has an echo effect that makes it sound like it’s in the background and not as loud and controlling as before. Perhaps the synthesizer reappears near the end to suggest that although the narrator is on the mend with the lower-toned Hammond and Moog, there are still traces of pain present, but the narrator has controlled his emotions for the most part.

In bar 156 the final lyric line of the piece looks favourably to the future, believing that at some point, the narrator’s ex will be able to find love and happiness again. The new optimistic main melody reappears in the coda and is repeated several times before it descends and slows down with a rallentando at bar 174 and interrupted by a cadenza that is played on a Gb pedal ending with a fermata on F (mm. 179). The second last bar (mm. 180) contains a descending pentatonic “blues” scale, while the last bar (mm. 181) contains a tritone substitution of a bii13 (containing B, F#, A, C#, G and acting as the dominant with the chromatic movement in the bass) going to I, creating the final resolution of the piece.

Musical Analysis: Rhythm & Meter

In terms of rhythm, there are two particular parts of the song that need further explanation. The first is starting at bar 86 with the introduction of 5/4 time, and the other is at bar 112 where the optimistic main melody appears in 12/8. During the 5/4 section, the rhythm contains a pattern of long, long, long, short, short or 1,2,3,1-2. This section is meant to sound distressed, edgy, and slightly cramped. However, the 12/8 section is considerably optimistic and explores the idea of room for possibilities musically with the added beat, and story-wise as the narrator is no longer trapped in a stale relationship. The rhythmic pattern is still similar to the 5/4 as it continues to group three long beats together. This time, the long beats are at the end of the bar rather than the beginning: long, short, long, short, long, long, long or 1-2-3, 1-2-3, 1,2,3. Unlike the 5/4 section, the 12/8 has an exchange between long and short beats, whereas in the 5/4 section there was one short beat surrounded by four long beats. The introduction of 5/4 is quite abrupt(suddenly from triplet eighths to duplet eighths), whereas the shift from 5/4 to 12/8 is more continuous. This exchange between long and short beats makes the music seem spacious (the extra beat in the bar certainly helps) and open to other patterns with the even number of beats in the bar. This rhythmic pattern is also complimented during the second solo section by an ascending and descending pattern that adds to the exchange of the beats.

Musical Analysis: Lyrical Content, Rhyming Patterns, & Conclusions

Lyrical Content

I've tried to mend The love that ended Long ago although we still pretend Our love is surely coming to an end Don't waste the time you've got to love again We tried to lie But you and I Know better than to let each other lie The thought of lying to you makes me cry Counting up the time that's passed us by

I've sent this letter hoping it will reach your hand And if it does I hope that you will understand That I must leave in a while And though I smile You know the smile is only there to hide What I'm really feeling deep inside Just a face where I can hang my pride Goodbye... Goodbye... We'll talk of places that we went And times that we have spent Together penniless and free You'll see the day another way And wake up with the sunshine Pourin’ right down where you lay You'll love again, I don't know when But if you do I know that you'll be happy in the end

Rhyming Patterns & Conclusions

Aside from the storyline of the lyrics, there are a few other things worth noting about the lyrics that were provided for the piece by Greg Lake. Firstly, Lake has a very pronounced rhyming pattern. In the first A section from section one, all of the lines end in “end” except for “again”, which is an assonance of “end”. It is in this first verse where we learn that the current relationship is falling apart, and if Lake’s rhyming pattern tells us anything, it is probably going to end...

The second A section focuses on the long “I” sound with accented syllables like “lie”, “I”, “cry”, and “by”, while describing how the relationship is making the narrator feel. It is an internal reflection while using “I” sounds as the rhyming pattern.

Since the B section is so short, there are only two rhyming words following an “and” pattern with “hand” and “understand”, which isn’t too far off from the previous “end” pattern in the first A section. Like the B section itself, this rhyming pattern is interrupted by the “leave”, which not only starts the last A section, but also introduces a new rhyming pattern.

Similar to the second A section, the final A section uses “ile” and “ide” rhymes or accented syllables, which are very similar to the previously used long “I” sound. Here Lake uses words like “while”, “smile”, “hide”, “inside”, and “pride”. The narrator is still discussing how they feel, so it’s quite appropriate to continue the internal reflection that the “I” sound promotes. At the very end of section one, “goodbye” is repeated twice, which still relates to the long “I” sound from before.

The remainder of the lyrics do not appear until halfway through section three. In verse one there is an “ent” rhyming pattern with the words “went” and “spent”, which is not too far from the initial “end” rhyming pattern from the first A section.

Verse two features a long “A” rhyming pattern (instead of the previous “I” vowel) with the words “way” and “lay”. It is interesting that a different vowel sound is being used instead of the typical “I” sound that took up the majority of the first section. Perhaps this is to emphasize that the narrator is no longer talking about themselves or the effect of the relationship on them. Instead, in these verses, the narrator is talking about themselves with their ex, and is primarily concerned about the ex’s feelings, rather than their own. This shift in vowel sounds can also be seen as a shift in perspective.

Just as the first verse in section one foreshadowed the ending of the relationship, the “end” rhyming pattern has returned in the last verse with the words “when” and “end” to signify the end of the crazy transition of emotions that have taken place throughout the song.

Another interesting note about section three’s lyrics are the specific tenses that are being used. For example, the lyrics in the first verse are written in past-tense. They are reflective and looking back at what the relationship was. The second verse is written in the present-tense and is describing the day when the ex wakes up and no longer feels pain over the breakup. After the solo is played, the third verse enters and is written in the future-tense as the narrator reassures the ex that they will find love and happiness once again in time.

This desire for happiness and love in the future on some levels is similar to a “happily ever after” ending. The listener doesn’t know what happens in the future, and at this point, neither does the narrator, but the story ends with the listener wanting the narrator and the ex to find happiness again. Instead of viewers leaving some Disney-oriented movie saying, “I hope that marriage works out for the best”, listeners of Emerson, Lake, and Palmer, have a similar experience as they leave “Trilogy” saying “I hope that breakup works out for the best”. There isn’t an overwhelming urge to hear the narrator and the ex getting back together for several reasons. Firstly, the listener has not only heard the story through the lyrics, but also felt the emotions of the story through the music. The listener has also been exposed to the pain, the confusion, the anxiety, and the loneliness of section two. But the listener has also experienced the musical fog lifting from section two into section three. The listener has been exposed to clarity, simplicity, optimism, joy, and at the very end, compassion towards the ex. The ending is a positive experience that does not call for back-pedaling to the way things were. The listener is content with the possibilities that have unfolded due to the ending of this chapter, not only story-wise, but musically as well. If anything, Emerson, Lake, and Palmer’s “Trilogy” shows that through it all, there still is a light at the end of the tunnel of broken love.


Emerson, Lake, and Palmer (sheet music). New York: Warner Bros., 1977.

Emerson, Lake, and Palmer's "Trilogy" (MIDI converted to sheet music via. Finale Music Software). Retrieved from Accessed May 1st 2015.

Holm-Hudson, Kevin. "A Promise Deferred: Multiply Directed Time and Thematic Transformation in Emerson, Lake, & Palmer's 'Trilogy'." Progressive Rock Reconsidered, edited by Kevin Holm-Hudson, 111-120. New York: Routledge, 2002.

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