A Composer Breaks Down The Music Theory Behind Paramore’s “Running Out Of Time”

Zachary Gray

A Composer Breaks Down The Music Theory Behind Paramore’s “Running Out Of Time”

Zachary Gray

It’s hard to believe Paramore have been around for nearly 20 years, but that’s how arithmetic works. In February, the Nashville trio released their sixth studio album, This is Why, following a five-year hiatus. The new music sounds as radiant as their previous material, but Paramore’s pop artistry has matured considerably. Their latest single, “Running Out of Time,” impeccably distills the band’s evolution from the luminous emo-punk of its early days to an imaginative, kinetic new kind of pop-rock. The song, written by singer Hayley Williams and guitarist Taylor York, is a sophisticated 3-minute musical capsule full of nuance and dynamism.

“Running Out of Time” explores a simple, common malady: being habitually late for things. But Halyley Williams doesn’t just explain the condition through the song’s lyrics. The music composition describes this enduring human experience through inspired use of melody, harmony, and rhythm. Curiously, the song mostly uses only two chords — but the amount of tuneful mileage they squeeze out of that restricted palette is truly astounding. Let’s check it out.

The Downbeat-Assumption Reflex

For most of us, when we hear an opening solo guitar riff in a song, we instinctively feel it as starting on the downbeat (i.e., the first beat of the measure). Think of the guitar intros to “Smells Like Teen Spirit,” “Ain’t Talkin’ ‘Bout Love,” “Everlong,” “Sweet Child O’ Mine,” “Don’t Fear The Reaper,” or “Purple Haze.” It’s easy to place each phrase on the downbeat even though we don’t have other instruments marking time to help orient us. Sometimes, songs have opening riffs that clearly tell us they start somewhere other than the downbeat. For example, “Free Ride” contains an opening riff with an “anacrusis” (or “pickup”) to the downbeat. Even though it starts on the last quarter note of the previous bar, we have no problem locating the “one.” “Whole Lotta Love,” “Johnny B. Goode,” and “Layla” are all songs in which each opening phrase starts on the “and of 3” prior to the downbeat. In all of these instances, the placement of the “one” feels comfortable and intuitive to us as listeners. We don’t need to struggle to find it — and when the rest of the band comes in, the “one” lands exactly where we expect. It’s like we all possess the same downbeat-assumption reflex (a term I just made up).

What do Paramore do in the intro to “Running Out of Time”? They exploit our downbeat-assumption reflex in order to massively fake us out. See Figure 1 below.

Figure 1: Rhythmic Fake-Out In The Guitar Intro

Every time I hear “Running Out of Time,” the opening guitar’s rhythmic phrasing deceives me. My brain wants to experience each phrase as starting on the downbeat — when, in fact, each phrase starts an eighth note later (on the “and of one”). I bet you hear it the same way I do. It’s only after the rest of the band comes in, along with Hayley Williams’ vocal, that we understand we’ve been tricked — as though Paramore were enjoying a joke at our expense. And really, they were — because when we hear the clear downbeat after the four-bar intro, it arrives earlier than we had expected. The event is disorienting, like hearing a vinyl record suddenly skip.

Adam Neely calls this phenomenon “post-facto metric ambiguity.” Nicole Biamonte, Assistant Professor of Music Theory at McGill University, describes it as an “initiating metric dissonance.” During this brief moment of rhythmic confusion when the band enters, the song feels “rushed” because it sounds like we lost a beat. It invokes the sensation of having “run out of time,” and it’s a brilliant way to kick off the song. As listeners, we’re drawn viscerally into the experience Hayley is singing about.

Fascinating Harmony

In addition to rhythmic misdirection, the opening guitar riff uses a kind of harmonic fake-out to surprise us when the band comes in. The note groupings of D#-C#-A# and B-A-F# that we hear in the intro are harmonically ambiguous. They could come from D# Aeolian/Mixolydian and B Aeolian/Mixolydian modes, respectively — making those phrases sound minor or bluesy. (In practice, we’d probably reference the key of E♭ instead of D#, because it’s easier to deal with.) In the absence of any other harmonic context, as with our downbeat-assumption reflex, this is how we’re inclined to hear the guitar phrases because of the way our brains fill in missing information based on common expectations and biases. See Figure 2 below.

Figure 2: Harmonic Fake-Out In The Opening Guitar Riff

When the band comes in, and we hear the F#6 chord followed by D6, we’re forced to reinterpret the meaning of those guitar notes, retrospectively and prospectively. The notes, in fact, are not the 1, ♭7, and 5 scale degrees as seen in Figure 2, but the 6, 5, and 3 scale degrees. It’s a kind of harmonic surprise that partners with the rhythmic deception described above, and it makes the verse jump out. See Figure 3 below.

Figure 3: First Verse Of "Running Out Of Time" (1st Half)

When The Harmony Tells The Story

A central feature of the verse in “Running Out Of Time” is its use of chromatic mediant chords. Previous In Theory articles (like the one on Nirvana’s “In Bloom” and the one on Lana Del Rey’s “A&W“) have discussed how chromatic mediants inject a sense of surprise into a piece of music, like taking a sudden turn down an unexpected path. Sometimes, the surprise of hearing chromatic mediants can invoke humor or absurdity — and that’s how Paramore use them in the verses of “Running Out Of Time.” (See Figure 3 above.).

Whenever Williams sings about her intention to do something (like bringing flowers to her neighbor or buying a greeting card), she sings it over the stable tonic (I) chord. When she sings about having failed to follow through on her plans, it’s over the ♭VI chord, a chromatic mediant (Major 3rd interval) down. It’s a witty use of harmony because it parallels what’s happening in the lyrics. Williams’ plans are subverted by her having run out of time in the same way the stability of the home chord, F#6, is hijacked by the unexpected arrival of the D6 chromatic mediant chord. Further, the chordal movement from F#6 to D6 forces the A# in the melody (the Major 3rd) to drop a half-step to A♮ (the 5th of D, but the minor 3rd of F#) — which perfectly mirrors the sense of defeat in the words, “…but I ran out of time.” This, coupled with her deadpan delivery of the phrase “ran out of time,” infuses the passage with a kind of droll allure.

We can trace the origin of the particular I-to-♭VI chromatic mediant maneuver to 19th-Century Italian Opera — and specifically to composers like Gioachino Rossini. Curiously, European composers had been using chromatic mediants much earlier, at least as early as the Baroque period, but typically only for transitions between movements (not “locally” within a section). Fast forward to the 20th Century, and we can hear that Sergei Prokofiev’s “Peter And The Wolf” (from 1936) employs the I-♭VI chromatic mediant the same way Paramore use it in “Running Out Of Time.” In both instances, the chromatic mediant relationship subverts the listener’s expectations by introducing non-diatonic harmony, the ♭VI, on the third measure following the I chord. Listen to the Prokofiev example, and you’ll hear the connection:

Sixth Chords

I think the most riveting feature of “Running Out of Time” is its use of “sixth” chords. Sixth chords are rare in pop music these days, but they were fairly common in the middle of the last century. We tend to overlook them today because their appeal is subtle — maybe even elusive. As you can observe in Figure 3 above, the two chords Paramore use in the verse are both of the sixth variety. So what, exactly, is a sixth chord? If you’ve read the In Theory article on Mariah Carey’s famous Christmas tune, you might recall we discussed minor-sixth chords. But this is different: Here, we’re talking about a Major triad with an added 6th degree. See Figure 4 below.

Figure 4: The Sixth Chord

In functional harmony, chords move through varying degrees of tension and release, and all the chords have predefined jobs to perform. The most rudimentary case is that of the V7-to-I relationship. The tonic (I) chord feels stable, like home, as it’s the harmonic center of gravity. The dominant-7th V chord, containing the root, Major 3rd, perfect 5th, and lowed 7th (♭7) craves resolution to the tonic. (See Figure 5 below.)

Figure 5: Authentic Cadence In Functional Harmony

The F note in the G7 chord (the ♭7) experiences a half-step (semitone) gravitational pull down towards the note E (the Major 3rd of C). But what if, instead of a G7, we have a G6? The G6 chord already contains the note E (there’s no F note), so it doesn’t feel as strong an imperative to move. The G6 just kind of sits there and doesn’t actually perform any function other than to impart some abstruse color. It doesn’t sound bad (it’s quite a lovely sound) but it does feel like a less-focused version of a G triad chord.

When I was a child, I didn’t get why anyone would use a sixth chord. To me, the chord sounded like a bland, dispassionate alternative to a Major- or dominant-7th chord, and I didn’t think it performed any task or did anything to affect the character of a Major triad. Often, I would just play a Maj7 instead of a sixth chord, which usually worked, and it felt more purposeful to me. It wasn’t until I started playing jazz as a teenager that I began to understand the charm of the sixth chord. So why would you use this chord? More to the point, why did Paramore use sixth chords in “Running Out Of Time”? To answer that, we need to examine where the chord comes from.

In the late Renaissance, and especially during the Baroque period (1600-1750), European music tended to center around classical triadic harmony. The basic building block was the 3-note chord consisting of root, 3rd, and 5th. When American jazz came along in the 20th Century, the idea was to knock off balance this triadic harmony using 4-note chords consisting of the root, 3rd, 5th, and 7th. Of course, chords with 7ths existed in classical harmony too, but they usually had a specific tension-and-release purpose — i.e., to move a note to a more stable position in order to restore triadic stability (as in Figure 5 above). But starting in the Romantic period (mid-19th Century), and especially in early jazz, composers sought to liberate the 7th from its subservience to triadic hegemony.

However, jazz composers at that time were still playing by the rules of traditional functional harmony (modal jazz hadn’t yet emerged). So, for the tonic (I) chord, they still desired the sound of the classical triad—but now it had to be with four notes, not just three. Sixth chords represented a suitable 4-note solution to this problem for the reasons described above: You can add a Major-6th note to any Major triad without fundamentally altering its character. Note that Major-7th chords could also perform this job, but since their fourth note is a “leading tone” (meaning it’s a half-step below the root note) it can feel like it “wants” to resolve up to the root. This makes Maj7 chords less stable and less neutral than sixth chords. So the sixth chord became the default 4-note tonic choice, and it came to embody the sound of the swing and bebop era.

Paramore’s use of sixth chords comes from this line of thinking (whether or not Williams and York realized it when they were writing the “Running Out Of Time”). Simple triads would’ve sounded too plain for the song, and Maj7 chords would’ve imparted the wrong kind of character — too warm or melancholic. The sixth chord serves as a slightly more stimulating version of the modest triad, and its intrinsic subtlety threads the emotional needle just right.

But there’s another crucial reason the sixth chord works better than a Maj7 here: It helps Paramore avoid the abrasive half-step tonal “rub” that would inevitably occur with the melody. Referring back to Figure 3, we can observe that Williams is singing the root note (F#) quite a lot in the verse. If the F# chord were played as an F#Maj7 rather than an F#6, we would hear minor-2nd intervallic friction between the melody and the chord due to the position of the aforementioned leading tone. Paramore deftly elude this fate with the F#6 chord, wherein the note D# (the 6th) forms an agreeable minor-3rd interval with the note F# (the root) in Williams’ melody. Returning to its use in jazz: This same imperative to evade a half-step tonal rub with the melody when it lands on the root note is precisely the reason big-band arrangers so often use sixth chords when voicing 4-part harmony. In Paramore’s case, and in big-band arranging, it makes a lot of sense.

And there’s yet another fascinating aspect of Paramore’s use of sixth chords in the context of how they serve the I-to-♭VI cyclic progression. Referring to Figure 4 above, we can observe that the sixth chord is an inversion of a minor-7 chord. It’s same notes, just in different order. This means that Paramore’s D6 chord doubles as a revoiced Bmin7, which is the minor-iv chord relative to the tonic (I) chord. It’s a variation of the much-loved minor plagal cadence. (For more on how minor plagal cadences work, see the In Theory article on Mariah Carey’s “All I Want for Christmas Is You.”)

What Barry Harris Taught Us

Fabled jazz pianist and educator Barry Harris described sixth chords as foundational to the sound of bebop, and he codified his theory at the “molecular” level using what he called the “6th diminished scale.” We discussed this in a previous In Theory article, on Coldplay’s “Coloratura,” but it’s worth expanding on that analysis here because of how centrally it relates to Paramore’s “Running Out Of Time.” See Figure 6 below.

Figure 6: 6th Diminished Scale In F# With Notes And Harmonization

If we take a standard heptatonic (7-note) Major/”Ionian” scale and add an extra note — the ♭6 — we get this octatonic (8-note) scale. We can see that the F#6 that Paramore use in “Running Out Of Time” is the naturally harmonized first degree of this scale.

Additionally, Barry Harris described a minor version of the same scale, with the only difference being a lowered 3rd (instead of a natural 3rd) scale degree. See Figure 7 below.

Figure 7: Minor 6th Diminished Scale In F#

What’s significant about the minor 6th diminished scale is that it contains a ♭3, ♭6, ♮6, and ♮7 — so it’s like an amalgam of the harmonic minor and melodic minor scales. Now, if we combine the Major 6th diminished scale with the minor 6th diminished scale, we get a nonatonic (9-note) hybrid scale. See Figure 8 below.

Figure 8: Hybrid Major/Minor 6th Diminished Scale In F#

Legendary jazz fusion/rock guitarist Allan Holdsworth is the only artist I know of to have used this hybrid scale. (If you’re familiar with Allan Holdsworth, this shouldn’t come as a surprise.) I’m not aware that the scale has a name, so let’s call it the “6th Diminished Blues Scale.” I think the word “Blues” is appropriate here because the scale contains both the Major 3rd and minor 3rd.

This unwieldy hybrid scale gives us everything we need to link the chromatic mediant chords in “Running Out Of Time.” Voilà! All the notes of Paramore’s melody, chords, and guitar counterpoint are present and accounted for.

More Musical Storytelling

In the pre-chorus of “Running Out Of Time,” Paramore employ the same chords from the verse, but the section distinguishes itself with its contemplative rhythmic feel. Sustained guitar arpeggios replace the previous syncopated guitar figure, implying a half-time groove. The arpeggios spell out (from bottom-to-top) a minor-7th revoicing of the sixth chords. See Figure 9 below. The kick drum conveys subtle 16th-note syncopation, as does the bass — helping to prevent the section from feeling too pensive or lethargic.

Figure 9: Pre-Chorus Of "Running Out Of Time"

As with the verse, the music of the pre-chorus section serves as a tuneful analogue to the lyrics. Here, Williams reflects on her own culpability in always being late, in stark contrast to her excuse-making verse lyrics. It’s like we’re getting a little window into her inner monologue, as opposed to what she says out loud. The corresponding musical passage perfectly parallels these lyrics. It’s a quiet bit of introspection — a respite from the buoyant verse — until the chorus explodes.

Figure 10: Chorus To "Running Out of Time"

When Williams’ ecstatic vocal burst kicks off the chorus, the energy is palpable. As with the verse and pre-chorus, the chorus preserves the F#-to-D (I-♭VI) chromatic mediant cycle, but Paramore have decorated that harmonic movement so imaginatively that it feels completely fresh.

In Figure 10 above, I notated the key signature to indicate F# minor, in spite of the fact that F# Major still feels like the “home” chord. This is because the notes comprising the melody and the bass line are drawn entirely from the key of F# minor.

What’s curious about the chorus’ first chord, F#/C#, is that it’s our trusted tonic (I) chord from the previous sections, but now we find it surprisingly in second inversion. In other words, the order of the chord’s notes has changed, with the 5th now holding down the bass. This new alignment infuses a bit of instability into the chord, and unlike with its root-position counterpart, it delivers strong forward momentum. The chord wants to move. Paramore made an inspired decision to use it here because we’ve been hearing it all along—and yet, it possesses some unfamiliar trait. We could spell the F#/C# as a C#6sus (a nearly identical description of the same arrangement of notes), and we often hear this type of chord in a cadential context — one that craves resolution. But because the melody and bass parts outline an F# minor scale, we can think of this second-inversion-F# as a “borrowed” chord. It’s borrowed from the parallel Major. Remember that in the verse and pre-chorus, the F# served as the protagonist in the musical story — but now the same chord in this new harmonic context has taken on an additional role: that of harmonic interloper. It’s like tonal duality combined with a musical plot twist.

Paramore deploy a series of quick, syncopated chords to bridge the gap between the F#/C# (effectively, a volatile adaptation of the previous I) and the A/D (a bright, richly flavored variety of the ♭VI in our previous key center). These rapid chords trace a rhythmically and harmonically jagged path, winding diatonically through F# minor, with the guitar, bass, and drums stinging the chords together with expert precision. It’s an infectious, propulsive sound that’s unexpected, yet satisfying.

From The Blues To 18th-Century Opera

The bridge of “Running Out Of Time” works as kind of musical and lyrical non sequitur. With hints of shoegaze, the section allows us to relax with a low-impact groove before launching into the final chorus. It’s in the bridge that Paramore break the cyclic I-to-♭VI chordal pattern that has chiefly characterized the song up to this point. After a brief interlude featuring F#/C# to D6-9 chords, Paramore introduce the first harmonic flavors that are truly foreign to the musical sauce we’ve been marinating in thus far. See Figure 11 below, for a taste of what’s going on.

Figure 11: The First Vocal Line In The Bridge Of "Running Out Of Time"

While F# still sounds like the tonic center of gravity, the harmonic axis has shifted slightly and we’re suddenly in what feels like F# Mixolydian mode. The guitars obliquely suggest some manner of F#7 chord, but Williams is clearly singing a sultry A♮ in her melody. If that note sounds alluring to you over the F#7 chord, it’s probably because it’s the “blue note.”

The blue note is the flatted 3rd heard over a Major chord, or the flatted 5th heard over a minor chord. Well, sort of. Using the lexicon of Western music theory to describe the blues is a fraught exercise, as the blues is really more of a microtonal affair. The Western twelve-tone system that we’ve traditionally employed can only approximate Afrodiasporic music concepts. But I think we can still proceed in this way, while recognizing the limitations of our analysis.

It’s important to acknowledge that the blues idiom doesn’t conform to the conventional Major/minor dichotomy that is so central to Western harmonic theory. In some respects, we can think of blues tonality as having its own classification, separate from traditional European-based harmonic language. If we were to follow the rules of Western harmony, the A♮ that Hayley sings over the F#7 chord would produce a dissonant sound. But it doesn’t sound dissonant — in fact, it’s enthralling — because it follows an alternate system of consonance. This alternate system combines elements of both traditional Major and minor intervals, and the rigid line between them is blurred.

Often, in blues-based music you’ll even find what we call a “neutral” third — one that’s neither strictly Major nor minor, but a little of both. A great example is Aretha Franklin’s vocal performance in “Respect.” The song is in C Major (or perhaps C Mixolydian), but when singing the lines, “what you want,” and “what you need,” she played with the intonation of the third by bending it variously up to E♮, down to E♭, and to several points in between. It’s what gave her performance so much vibe. Check it out:

As we can observe in Figure 11 above, Williams sings a bluesy melody that combines with the F#7 chord to create an F#7#11♭13. This is a variation of what’s often called the “Jimi Hendrix chord” (as heard in “Purple Haze” and as implied in “Foxy Lady”). True to the blues, the chord is Major and minor at the same time. This is the first time in the song we hear anything like this, and the sound is riveting. And what happens next is truly unexpected: We hear a GMaj7 chord.

How does the GMaj7 relate to the altered F#7? It’s what we might call a “Neapolitan chord,” and we can trace its roots to 18th-Century Italian Opera. We covered Neapolitan chords in a previous In Theory article (on Beyoncé’s “Break My Soul“), if you’d like more info on it. The GMaj7 is a Major chord built on the lowered 2nd scale degree of F# Major, and it infuses the passage with a surprising, yet gentle, lift. It’s an unexpected chromatic chord to pique your interest while not overtly calling attention to itself. Paramore’s peculiar use of the Neapolitan chord — i.e., immediately after an altered dominant — is not something I had heard before. In fact, I can’t think of any other piece of music that does that. Could it be unique?

Making So Much Out Of So Little

In “Running Out Of Time,” Paramore have managed to squeeze so much creativity and vibrancy out of only a few musical elements, and it’s quite astounding. This is top-level songcraft, which is not unusual for this band. “Ain’t It Fun,” from an earlier release, accomplishes a similar feat, and it’s worth revisiting if you haven’t heard it in a while. The entire This Is Why album, on which “Running Out Of Time” appears, contains inventive, evocative music — so do yourself a favor and dive in if you haven’t already.

And while you’re at it, check out this short video featuring Hayley Williams discussing the lyrical origins of “Running Out Of Time.” In the video, she sings each section of the song a cappella, with no pitch or time reference — and it’s impressive. Her intonation, rhythmic pocket, and overall delivery are studio-perfect. No software trickery needed. Enjoy!

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