Why ‘Don’t Worry About Me’ is such a Top Song

Songwriting technique: we dissect Frances’s stirring and beautiful ‘Don’t Worry About Me’ to find out what makes it so good.

The opening track to Frances’s album ‘Things I’ve Never Said‘ is a cracker. This article is not a review of the track as such – it is an analysis of the way it was written, to see what there may be for other writers to learn from it. However having said that, I couldn’t resist adding a rating at the end – because it deserves our respect.

Don’t Worry About Me‘ is a prime example of excellence made to look easy. Maybe the song just fell out of her – maybe it was laboured over for hours. Either way the result is a paradigm of classic songwriting. Standout features abound.

At its simplest, the song’s structure is:

  • intro
  • verse 1 / refrain
  • verse 2 / refrain
  • chorus 1 / refrain
  • chorus 2 / refrain
  • bridge
  • chorus 3 / refrain
  • repeat refrain to end


The influence of Gospel is clear. And although that is indeed simple – there’s no third verse, for example – that doesn’t mean it lacks surprises. It’s common in many popular songs these days for the verse to follow the same tune over sixteen bars or more, but not here. Every eight bars there is new melody element, so there’s always something new going on. So in a classic 32-bar verse, that is already four distinct melody elements and we haven’t even got to the chorus yet. Hear them as 1 – 2 – 3 – 4.

And then along comes the chorus. There’s a subtle, yet evocative switch of rhythm here – we go from lyrics with one or two syllables in the verse now to long open vowels over several notes, following the words ‘fall’ and ‘rise’. In terms of patterns, there are only three – as 5 – 6 – 5 – 4. So the writer repeats herself in the chorus, but not absolutely.


Those two pattern-5 elements are not identical. The song is composed in the key of D, and the refrains always resolve to that chord. The first pattern-5 gets back there via the fourth of that key, namely a G chord; but the second time, the resolution takes an intriguing and rather pretty roundabout route via a diminished seventh, to B-minor and E7 before dropping to the resolution (good grief it’s almost jazz).

But that also means that in the chorus, we get an E chord in the major, where it has been in the minor in pattern 2 of the verse. This thing is full of surprises.

We resolve back to the refrain (pattern 4) for the end of the chorus – so now we’ve established a ‘hook’, a recognisable element that the listener can pick up on, and untimately, anticipate and probably join in with. Surprise, and now, engagement.

Even those drops from G to D in the refrain aren’t done on the cheap. None of your suspended half-chords here mate, just adding a G note to the D chord – oh, dear me no, there’s a ‘B’ note in there too, so that’s an honest-to-goodness proper ‘G’ chord.

That passage from G to D is all that’s needed for the piano in the bridge. Well, you wouldn’t want it any other way, would you?


And then there’s that lovely, sweeping arc that defines the song; part composition, part production. Like Anne Elk’s brontosaurus theory, it is “thin at one end, much, much thicker in the middle and then thin again at the far end,” (with grinning thanks to Monty Python). The song has a clear beginning, followed by ascension, peak, and finale, coming to a real, non-faded end.

Frances begins unaccompanied. A soulful piano then provides the bed for rich, close harmonies through the main body, with just enough backing so as not to swamp the melody. The chorus follows, to assert the song’s core message. Frances’s performance then reverts to a single voice, to make the trembling, yet stalwart assurance that we shouldn’t worry about her – although we cannot help but wonder if she’ll cope.

The structure of the song provides the listener with an emotional journey. It’s not just an event – it’s a story, a paradox of simple and complex, questioning, yet satisfying. There is much here for the growing songwriter to add to his palette.

What a top song. Music industry, give it an award, for Pete’s sake. 

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