Mind of Brian 8: Caroline No

by Greg Panfile


(music by Brian Wilson, lyrics by Brian and Tony Asher)

Key of Ab (originally recorded in G and sped up...)

While certainly a beautiful song and a wonderful recording with several points of interest, Caroline, No is in many ways more important sociologically than musicologically in Brian Wilson's career. The context, the social angles associated with this song are of compelling interest: it's the first Brian "solo," and Brian's later difficulties with adult life and business are foreshadowed by the odd, somewhat pathetic visit Brian makes to the song's subject, a woman he had a crush on back in high school.

The subject matter, a lament of lost youth and the cost of growing up,follows the Pet Sounds theme of sophisticated feelings that go beyond standard teenage issues. I personally recall a time when this feeling hit me, at the early age of about sixteen... my girlfriend of the time, with her long hair, had an older, married sister who lived with her husband and baby in an in-law apartment attached to the parents' house. They were nice people, there was nothing wrong about them; but somehow the thought of my Carole ending up that way (nearly all women I knew at that time were named Carol in one spelling or another) was incredibly depressing, never mind the thought of me being in that same status. It was a foretaste of an experience that occurred often in my twenties: the dying of the light as people settled in, made deals and compromises, and began sloughing off their individual and collective dreams one by one.

It seems that Brian had this experience,and with this specific person in mind wrote this song. While the Pet Sounds liner notes for the 1990 CD version claim that Caroline, No reached #2 nationally, I don't recall it getting very much airplay then; I don't recall hearing it much now even on oldies stations that constantly rerun the surf hits. Permeated by an ambivalence and outright sadness that just doesn't complement a speeding convertible the way Fun Fun Fun always does, it's no wonder you don't hear it a lot on good time oldies radio.


The song begins with a short, purely percussive intro of two measures that lets us know, above all, that we are in the Pet Sounds era... the sleighbell effect and the echoed bongo drums, orchestrated to accent very specific beats, are typical of Brian in this era. Since this song is fairly sparse musically (the harmonic material, while complex, beautiful and interesting is limited in quantity and free of whole-section modulations and side roads), this short intro is all we get before proceeding to our story.

First Verse

One of the dominant techniques used in this song is to evoke major and minor feelings simultaneously: the sweetness of melancholy if you will. While it's always quite clear what the chord and bass note are,the frequent inclusion of sixth notes and minor or major sevenths lets the ear form major triads behind the minor chords and the reverse. Another technical angle is the use of modal movements, often stepwise, intermingled with more jazzy and modern progressions, especially in the bridge. Also note that for convenience I'll pretend the song is in A flat, the emergent or released key, although it's well known and easily confirmed from bootlegs that the song was originally recorded in G and then sped up.

Ab6                       Gb6                 Ab6                         Gb6   
Where did your long hair go, where is the girl I used to know

Ab6                      Abm7      Db7      Gb6/9
How could you lose that happy glow, oh Caroline no...

The ambivalent major/minor feeling is with us from Jump Street, brought to you by that extra sixth note. This inclusion creates two ways of viewing the harmony: as a major one in A flat with an added sixth on F or as a minor one in F with an added flat seventh tone of E flat. Note, too, that the movement is modal, taking the first chord down a full step,evoking In My Room and violating standard diatonic harmony; in A flat you wouldn't expect to see G flat, and in F minor you would'nt expect to see E flat minor. The harmonic rhythm (how fast the chords change) is steady and slow until the middle of the second line, exactly when the person being addressed is depicted as changing, losing something, moving in a different direction... subtle, but very nice.

Observe also how the G flat with added tones at the end of line two is held over the next measure; in this case, it wraps modally around back to an A flat sixth for the next two lines, using the same chord pattern:

Ab6                    Gb6             Ab6                                  Gb6   
Who took that look away, I remember how you used to say

Ab6                  Abm7           Db7          Gb6/9
You'd never change, but that's not true, oh Caroline you break my

However, the second time around the held G flat with added notes does not wrap around to Ab6 again but takes us somewhere new, to a major/minor ambivalent E flat minor seventh for the bridge.

Before leaving this portion, it would be remiss to not mention how lovely the melody that sits atop all of this is. It's whistlable, memorable, hooky, and as ambivalent as the chords as to whether it's really happy or sad. Brian clearly likes it so much he has the horns restate it without words as part of the fadeout. Given that limited material such as this often invites tricks such as modulations to a higher key, I assume that Brian's choice not to do so was conscious and meant to evoke a sense of stasis, a lack of movement. The lyrics, unlike well-made pop, do not find a way to come to some optimistic conclusion that makes the singer seem well-adjusted or master of his fate, and the somewhat cyclical, even trapped nature of the melody seems to reinforce this to my ears.


Ebm7   Ab7       Dbmaj7                    Cm7    F7         Bbm
Heart, I want to go and cry, it's so sad to watch a sweet thing die

Oh Caroline, why...

The harmonic rhythm, quickened in the middle of the second line, remains at a faster pace here, as Brian spills more of his own direct emotions into the mix. Of special interest is how the E flat minor chord here and its G flat major predecessor contain the same four notes, but achieve movement by changing the bass note. This sets up a momentary major shift to a clearly major A flat with a seventh, but that's only a passing chord meant to get us to the D flat major seventh, which is nearly identical (except for emphasis in the bass) to our tonal center, A flat with an added sixth.

This little trick allows the second half of the bridge to essentially repeat the same three chord pattern, but a very telling minor third down. Like its Ab6 cousin, this Dbmaj7 gives us a minor feel due to its closeness to F minor, and the sad aspect of that ambivalence is glaringly exposed by that clearly cleanly minor Bb chord that concludes the bridge.

The Ebm7 at the very end seems to function as a transition back to the verse material, and its tonal ambiguity with G flat sixth reminds of how that latter chord wraps around during the verses. Note here too, that the somewhat "happy" harpsichord sound that tends to predominate during the verses is mixed back to give more airspace to the sadder, more minor horn lines.

Last Verse and Coda

Could I ever find in you again things that made me love you so much then
Could we ever bring them back once they had gone
Oh Caroline, no.

Musically, this verse is identical to the first, although it does add an extra measure on the G flat sixth over the last few words, as if hesitating before reaching a difficult and regrettable conclusion. It's quite sad, a feeling that one can never go "home" (to an unambivalent major key, to an unqualified attitude of optimism, to the naive hopefulness of one's lost youth, to reclaim lost love) again. A more crafty, commercial, well-adjusted approach would be to reach some uplifting conclusion here, about another new love or his own resolution to retain his inner youth or whatever, but Brian presents us with no such relief.

The prime of Brian's recording career with the Beach Boys ends here utterly. The horns repeating the melody on the fade seem to tell us that it is irrevocably over, that the days of surfing and youth and cars and teenage passion are gone and will not return, nor will the music that so ebulliently accompanied them. The pessimism and alienation, the lack of self-confidence that permeates Pet Sounds lyrically, is brought to the most intimate personal level here, and connected to the core issue of romantic love. And despite the beauty, it's a downer, there is no happy ending.

A grand analogy suggests itself: just as Brian expresses his sadness at watching a sweet thing die, we who will never again see the like of Pet Sounds and the Beach Boys' heyday feel a similar sense of irrevocable loss. While Brian has other musical triumphs in his future (Good Vibrations, Surf's Up, Heroes and Villains just to mention a few), a finished, integrated Beach Boys album like this one, straight from the mind of Brian, never happens again. The artistic and emotional integrity of Pet Sounds derives at least in part from how the album so clearly states why such a thing will not happen again, and does so with such beauty and honesty.

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