• The L.A. Sound

Happy Birthday Reborn: One of the world's most annoying songs turned masterpiece by John Williams

Updated: Aug 23

An in depth look at composer John Williams arrangement of "Happy Birthday to You", with a special podcast featuring world renowned conductor, Leonard Slatkin.

Maestro Leonard Slatkin reminisces about his experience conducting this great work, as well his long family history of working with John Williams, and his thoughts about the future of this great music.

Internationally acclaimed conductor Leonard Slatkin is Music Director Laureate of the Detroit Symphony Orchestra (DSO) and Directeur Musical Honoraire of the Orchestre National de Lyon (ONL). He maintains a rigorous schedule of guest conducting throughout the world and is active as a composer, author, and educator.

Happy Birthday To You. Probably the most annoying song that everybody tolerates. It’s not like nails on a chalk board, or a tune that gets stuck in your head like It’s a Small World. It’s just... “been done”. Enough already.

The tune itself is pretty simple, easy to remember. The current version that everyone knows is actually not the original. School teachers Mildred and Patty Hill composed it in 1893 as a morning greeting for school children originally titled Good Morning To You. It wasn't until 1901 that the song with festive birthday lyrics began to makes its way around.

Since the transformation, the once little song of a school marm is now probably known by just about every human on the planet. It’s been performed in a plethora of different versions with a great many spin-offs as well, such as Birthday, by The Beatles. Many famous composers have even arranged their own version of it, from Aaron Copland’s more straightforward approach:

To Igor Stravinsky’s more adventurous...

What is most interesting about arrangements in general, are their ability to showcase the voice and technique of a composer. In Copland’s case, his arrangement is what you would expect. Same with Stravinsky. In short, when a composer is faced with the task of trying to write music with someone else’s material, it would seem that through instinct they being automatically playing with the material using “isms”, as in "Copland-isms" as an example. Attributes that recognizably belong to that composer. It’s only natural since the composer didn’t conceive that material, they will have to basically translate it into their own musical language, resulting in a showcase of the musical language of that composer.

Among the nearly endless arrangements of the tune, ironically one of the best is from a very well-known composer, with the arrangement itself being practically unknown. John Williams reputation certainly precedes him, with little need of introduction. However, aside from his film music for which he is most famous, he has had an entire second career (third being a conductor, seriously is there anything this guy can’t do?) as a composer of music for the concert hall. That side of him is so little known to the world, mainly because of his modesty about his own abilities as a composer, thinking for the most part, that his music may not be deserving of big publicity.

I’ll cut to the chase, for which most people can guess, all of those works are awesome, a great many of them being masterpieces in their own right. One of those pieces being, Happy Birthday Variations: A Birthday Greeting for Orchestra. On the first page of the score, the composer writes in his own words:

The piece has been played here and there by request to the maestro himself, but general Williams process is – he wrote it, it was played, that was fun, and he throws it in the library. The piece was actually recorded in December of 1999 in Los Angeles at Sony Pictures Studios, but was not released until 2012 on a compilation album in honor of his 80th birthday. Originally recorded during the American Journeys album, it didn't make the cut and was supposedly not performed again until his own 80th birthday celebration at Tanglewood in 2012.

(This recording actually has an alternative ending which can be see in the score, with the Williams recording being the complete version).

His arrangement is unusual though. Most versions last only a minute or less, and only go through the song once. Most of them are also written in a simple way so that an orchestra or ensemble could just pick it up to play on the spot. Williams, on the other hand, decided on a very different approach. Just over five minutes long, the piece is a "concerto for orchestra, and a wonderful showcase of the maestro's musical language.

A lot of people first wonder what a "concerto" for orchestra actually is, ever since Béla Bartók wrote his famous Concerto for Orchestra (incidentally also composed for the Boston Symphony Orchestra). Since a concerto is nowadays considered music for a virtuosic soloist accompanied by an orchestra, then how does that even translate to purely orchestral music? But thanks to John Williams, we finally have a piece that clearly defines the concept.

Happy Birthday Variations is divided into seven sections, each focusing on a different instrumental group, method of instrumentation and compositional style. Instead of writing a stand alone set of variations, like Mozart did with Twinkle Twinkle Little Star where it’s basically just a large collection of miniature versions of the tune, each of Williams' variations blends from one to the next, naturally in a certain progression so the music seems like one natural body.

And just as any other Williams piece, he chooses a sound world for the music, meaning that he factors in orchestration when he begins composing the essence of the music. Here he's gone with a "crystalline" sound that is very pure, thin, with a crystal sheen and brilliance to it. But that sound can't be achieved by orchestration alone, it has to be first outlined within the harmonic structure.

Here Williams has takes interesting turn by choosing to use a harmonic palette that borders on serialism- a method of composing developed by composers like Arnold Schönberg and Pierre Boulez using only a fixed number of tones for an entire work. The style can be best heard in Boulez's Sur Incises.

*At this point if music theory and analysis is not your thing, please feel free and skip to the end marked by another divider for a short summary.

Instead of being fixed in a standard set of keys and harmonies, the piece is focused around this chord: (X)7 add 9(2) sus 4(6)- the X for a given root tone, and the 2/6 in exchange for 9/4 at times. The harmonies are not precisely fixed to that 100% of the time, but are essentially variations of the one chord.

Some composers might find the concept restrictive, but Schönberg, Boulez and others like them composed that way to see how far they could exploit a given harmony. Same idea applies here, Williams has chosen a chord to write variations on, while he's writing variations on a melody, while he's writing variations on virtuosic styles of writing. Pretty awesome, right?

Within that harmonic structure, unlike Schönberg or Boulez, Williams stays more attached to tonality than a-tonality. Given his many influences, he most certainly drew from concepts these two masters used, but this is also a concept which is very common in jazz, which as he puts it "I played a lot of as a youngster". In jazz, a pianist for example, just as Williams is, would take a chord like the one he used here, and bounce it around different tones in a certain progression with the pretense of improvising, or you could also say, writing spontaneous variations. All of which Williams has included in his own variations.

So then the question is, what tones did he choose as hit root for his chord?

The harmonic structure is as follows:

Introduction- Horns: G Major

Var. 1- Percussion: Fundamental note G

Var. 2- Winds: Fundamental note F

Var. 3- Brass: Mixed fundamental- A/D

Var. 4 Strings: A/ Eb- transitional, in constant modulation)

Orchestral Tutti: F Major, with Bb Major transition/bridge

Orchestral Finale: D Major

So aside from the introduction and the finale, which we can clearly hear are centered around major keys, the variations themselves are focused around the (X)7 add 9(2) sus 4(6), and the fundamental note taking place of the X. But look carefully at the chords of the original song.

So comparing the two, we can see that Williams harmonic pallet is focused around the original chord progression for the song. The piece starts with the introduction in G major (probably since that is the original key), and then begins to move away from strict tonality, with the melody also being stretched further from a straightforward presentation. With each variation, the music turns further and further away from a tonal center, and more towards the complex sound of the complete chord.

Now, here's the most interesting thing about that, which I hope is true. If we take all the fundamental tones for the piece and add them together, G F A D Eb Bb, we get: G7 add 9 sus 6, which is essentially the same chord that defines the piece. Stretching even further, there are six tones in this chord, which are used for the entire piece, in six section (if the tutti/finale are counted together), meaning it could be an homage for the 60th birthday of Seiji Ozawa.

In terms of how he orders his harmonic progressions, in every Williams work, there is a complete sense of a “long line, a musical journey from start to end. Music that has an evolution to it, rather than just one section, one bar after the other which may or may not have any relation to the previous. As the Happy Birthday melody is essentially being treated as a “theme”, Williams treats it with special importance and forethought being given to the harmonic progression, with the final key (of the finale) being chosen specifically to best showcase the theme in the highest form of elation and satisfaction, with the preceding keys working up to the finale.

Now that we have a grasp on the harmonic structure, we can better understand how he uses it. As is tradition with "theme and variation" style music, the theme is first presented in a straightforward manner, almost like an overture so the listener can clearly hear the theme in it's complete form so that, hopefully, they will be able to recognize it in the variations to follow.

Opening measures of the introduction

Williams opens the piece with the feeling of a fanfare, but the function of an overture, clearly stating the theme and how he is going to treat it. Primarily through a constant use of counterpoint and tutti formations, we can see a glimpse of how he is preparing to showcase the greatest qualities of the orchestra as a whole, as well as many of the individual musicians.

Interestingly, after the horns play their overture, they are not heard from again until the finale, but more on that later.


Following the opening horn fanfare, we have the first variation for the percussion section (including the harp probably, because it blends well with that sound, as well as the piano as it is technically a percussion instrument).

Opening measures of the timpani solo

It starts out with the melody being played by the timpani, which is cool to hear, but also it sticks out since the timpani is almost never featured, especially as a melodic instrument. Its accompanied by other percussion instruments that do not have a clear tone, allowing for the a rhythmic backing without covering up the subtle melody from the timpani.

Although the timpani starts like its playing in C major, the short tubular bell solo takes " happy birthday dear Seiji", and with the help of the piano, harp and timpani suddenly solidify the harmony to revolve around G major, but only for a moment. If we look at the piano and harp harmonies, they are following the proper progression of the original song, but also become more complex as the cadence moves on (measures 20-22). There are no purely major chords, but only hints of what the tonality could be.

Now the harp has a little solo, that has a unique purpose:

The phrase which would continue the song "birthday dear Seiji", is indeed left in as the top notes of the chords. The E in the bass clef being "Seiji", the last note of that phrase, serves as a harmonic epicenter. From the above example, we can see that the harmony gets more and more complex until that E, and then begins to reverse back to a more coherent harmony. All the chords being variants of the main (X)7 add 9(2) sus 4(6) chord, keeping the root tones G, D and C , taken from the chord progression of the original song.

The harp solo ends with a big glissando on a D7 chord, a D being the correct chord for the final phrase "happy birthday to you". This leaves a nice resonance floating in the air for resonant sounding bell instruments to take over. The first two notes in the glockenspiel repeat "birthday" from the phrase "happy birthday dear Seiji", with the same thing being echoed again in the piano, with harmonies still centered around D and G, but that quickly begin to blur.

Harp glissando into Glock.

The music begins to have a kind of swirling feeling, like a water cyclone swirling faster and faster through a filter, starting with wider, more open harmony, and as the cyclone tunnel gets smaller as you approach the center, the more complex the harmony becomes.

Although it may not be clearly heard, there is still an emphasis on certain root tones, starting with a C, which would again be correct in relation to the melody, and eventually leads by to G. At measure 33 we arrive at a the final phrase "happy birthday to you", which would end the song, and which is now being used as a kind of filter that the cyclone is going through, purifying the complex harmonies.

But once again we see the same progression, in the first two notes of the melody, C is the dominant tone, with the very complex chord to follow having an emphasis on D, with it finally resolving to a G major. Although those chords may not be distinct enough to be labeled, aurally the hierarchy of tones is clear to the ear through their connection in the harmonic series, creating a "brilliante" chorus in these resonant instruments. But try for yourself if you can. On a piano, hold down the damper pedal and play the chords. They fit together perfectly like puzzle pieces.

So overall what we see in this one variation, more or less a template for the entire work. The harmonic structure goes from simple to complex, with a return to the simple, clearly illustrating the variations of the (X)7 add 9(2) sus 4(6) chord. That concept can be seen from something as little as the harp solo, up to the form of the variation, and finally the form of the entire piece (which we will see more of later). Like a tiny universe within another universe, withing another universe.

From here the piece now continues on into other unique variations, but in order to avoid taking up the rest your day reading this, I'll just go through them briefly.

The Winds:

Opening measures of the Wind variation

What we hear first is fast paced wood winds going back and forth between tutti and dialogue between the different instruments. With a very subtle use of the melody's contour, a new variation is hidden within the those vertical, block harmonies, which can be heard best in the top flute voices of the first two measures. A full statement of the melody comes in shortly from the low winds, clarinets and bassoons, and more or less play it all the way through without interruption.

It's actually a pretty straightforward presentation melodically, but more complicated harmonically. As with the previous variation, the harmony goes from simple to complex, however the variation already starts with more complex harmony that continues to move further away from a tonal center. From the score we can see that the melody is pitched around F, but the accompaniment harmony begs to differ as it changes constantly. What is also missing is the final chord that would normally resolve the song into F major, as was the case in the previous variation (with that one being in G). And although classifying the harmonies is here tedious, we can see that the common tones are more closely related to G. So that means there are only hints at a tonal center here, since the harmony does not clearly define itself.

Example of melody with accomp.

That all works very nicely into the instrumentation, and as we will continue to see, a prime example of Williams mastery of orchestration. Wood winds are generally very resonant instruments, and allow the harmonic series to be heard more clearly than other instruments, especially in lower registers. With the tight-knit harmonic accompaniment and the sonorous held notes of the melody, once again the material fits together perfectly, with the harmonic series naturally sewing the harmony together into a rich, blended sound.

The Brass:

Chord at measure 65

Now we have reached the point in the music where, like the harp solo/ bell percussion of the first variation, there is no solid harmonic center, and where we can best hear the (X)7 add 9(2) sus 4(6) chord in effect. An example being the repeated chord at measure 65 - C# D E F# A. This chord could be either a D or an A. But, if we took is as a D, just as an example, it would be a D7 add 9(2) chord, with the sus 4(6) left out, and as an A- A sus4 sus6, with the 9 and 7 left out.

Unlike the first variation where there are repeated notes in the harmonies to verify a root tone, we don't see that here. As if stretching the harmony out leaving only the purest elements, creating a unique "crystalline" sound that suits the brass perfectly. The variation continues on in this way, constantly changing but remaining within the same confines as the above chord.

Like the harmony, the melody is also stretched and spread across the entire brass section, in either tutti chords, or in contrapuntal motion passing between instruments. The passage marked scherzando, presents an interesting little loose canon, where every element of the counterpoint is actually, in some form, derived from the melody.

Unlike winds, brass instruments generally sound much more exacting and piercing in terms of pitch. They sound best playing swift melodies, short attacks, and broad harmonies that stretch across the entire section, allowing for a resolute sound that can cut across a vast space. Once again we see a "concerto" style of writing, with all of the above criteria filled, showing off the brilliance of the brass section as a whole, and individually.

Pizzicato String Transition:

Entrance of the pizz. strings

This variation is maybe the most surprising, going from the loudest sounding instruments in the orchestra to the quietest. And as any conductor will tell you, fast pizzicato passages are always very difficult to perform well. Similar to the brass variation, the melody bounces around between the different string sections, this time sounding like its being constantly thrown out of whack by a harmonic whirl wind.

It starts with a soft, gentle chord that is used like an epicenter of tonality. An A sus4 chord, the harmony sounds thin and pure (because of the repeated root and fifth tone), giving the music a feeling of being stretched as far as it can go.

The pizzicato strings quickly kick in, and again the harmony is in constant motion without a defined tonal center, serving as a transition. Kind of like the scherzando in Beethoven's 9th Symphony between the baritone solo and the full chorus singing.

Modulatory passage

The harmony almost sounds as if its playing the previous sections but backwards, reversing back to a solidly rooted tonality. The section comes to a tonal apex with the seamless transition into bowed strings on "happy birthday dear Seiji". The music is now seemingly in E major, but immediately continues to modulate into the next section, it's function being to prepare the ear to hear the music once again rooted in a key.

Orchestra Sing-A-Long:

Clearly now in the key of F, and as you can see from the footnote, we've arrived at the grand o' sing-a-long. A sing-a-long section in most arrangements always comes off as very cheesy, with the orchestra part very plain and boring. Here though, we see the complete opposite, showing us an interesting side of Williams. Yes, for a sing-a-long you need to make it easy to follow, use clearly familiar tonalities, a pretty straightforward rhythm, and the melody clearly displayed and easy to follow. But where as many composers would probably just write something that works, meaning just good enough for the intended purpose, Williams takes it more seriously with the apparent mind set that if he writes something that even he doesn't want to hear, then why would anyone else?

The writing is very lush and rich, the harmony acting in a unique way. Not always pure, with the bass notes for example meandering away from it's traditional function in a chord, but always ending up on the tonic. It creates a constant feeling of going someplace, rather than just chord after chord.

But the icing on the cake really comes with the return of the horns, with their short lick that signals the new section. Since their opening statement, they have been left out of the entire piece. Their absence is not really noticed during the piece, but now it becomes clear they were saved for a special purpose. After they signal the new section, they drop out again until the bridge/transition passage in Bb at measure 124. A sudden warmth returns to the orchestra as the melody moves in an upwards motion towards a climax, coming together to form the most heart warming section of the music. Given that it coincides with the names of the dedicatees being sung, it can be no coincidence.

From a feeling of warmth for his dear friends, he continues modulating into D major with the arrival of the fanfare, bringing the music to its height of euphoria and celebration.


Opening measure of the fanfare

The finale is an epic summation of all the parts, bringing together the many different writing styles used for the piece. Trademark Williams, the orchestration here gives us the greatest feeling of lift, and elation, saving the best for last. One of his greatest writing devices is creating a special relationship between the melody and bass line, treating the bass instruments as sonorous melodic instruments, given them a dignified and beautiful counter melody.

Then from there he fills in the rest, writing rhythmic sweeping lines that compliment the melody and bass in the most thrilling of ways that really gets the blood flowing. But what really summons the goose bumps is when these three elements are married together and performed, they form a unique, unified rhythm that Williams is famous for, as if bringing the ideas of Johann Sebastian Bach ingeniously into the modern day.

The final piece of the puzzle is the harmony, which remains pretty simple, sticking to D major. Given the harmonic process so far, it would make sense that the music would end in G major, but Williams typical process is to work up to a key where everything sounds perfect and in a sweet spot, giving the music the greatest feeling of exhilaration.

What's most interesting about the harmonic progression is how long he is able to stretch it out, and that he simple doesn't just end the music with the end of the melody. If we look at the coda, the violins and violas hold the tonic, while the basses go from playing the V to I, flat VI to I- creating a tension, and then building up back to the I. Over that comes a sustained chord held in the brass and winds, with further tension added by the horns until the whole orchestra cuts with a quick octave stinger.

It seems simple, but its something that is actually very difficult to do because if the composer plays around too much, that epic moment could be easily ruined. This small moment is a testament to Williams genius, as it is executed perfectly, giving the listener a little extra sense of fulfillment.

Who knew Happy Birthday To You could be so epic?

Williams greeting fans onstage after his 80th Birthday celebration at Tanglewood

What is most unique about Williams Happy Birthday Variations is not necessarily the techniques used, but how they are used in this context. He took the simplest of forms, theme and variations, and turned it into a harmonic adventure resembling the big bang- starting with a flash, stretching itself to its purest qualities and then reverting back to where it started. Within that world he was able to fully exploit a full range of sounds that standard orchestral instruments can produce, separately and as a whole, through virtuosic passages that give every member and important role and allowing their voices to shine. With just only four simple lines of melody, he was able to produce a a true concerto for orchestra.

Although its impossible to know if one or another theory is correct without consulting the composer, we can still make educated guesses based on the historical context of the music, the composer, and most importantly the music in front of us. What is most interesting about delving into a piece like this is that it illustrates the great intellect and work ethic of Mr. Williams, and the seriousness with which he approached the most simple and naive of tunes- Happy Birthday to You. His genius knows no bounds.

Many thanks to Maestro Leonard Slatkin for taking the time to share his insight on this great work, Leslie Karr for her assistance in arranging the discussion, and to Miguel Andrade for his knowledge of the history context of this great work.

The performance material and score is published with Hal Leonard