How Brian May Makes a Ballad Hurt: The Harmony of “Too Much Love Will Kill You”

If you’ve ever wondered how a “simple” ballad can hit like a freight train, Brian May’s "Too Much Love Will Kill You" is your masterclass. Not because it’s harmonically flashy in a jazz-nerd way, but because it’s harmonically honest. Every move is doing emotional work.

Before we nerd out, here’s a little context:

• Brian May co-wrote the song with Frank Musker and Elizabeth Lamers, and he’s called it "in a way, the most important song I ever wrote."
• He wrote the song reflecting on the torn feeling between the end of his first marriage and hist attraction to his future (second) wife.
• The song was first performed publicly by May at the Freddie Mercury Tribute Concert at Wembley on April 20, 1992.
• May’s solo single hit #5 on the UK Singles Chart.
• BrianMay.com notes the Queen recording (released later) earned an Ivor Novello Award for Best Song Musically and Lyrically.

Now let’s talk craft.

The big picture: why this ballad works

This song is a clinic in one thing: tension management. It constantly builds desire (dominant energy, suspensions, slash chords, “hesitation” loops) and then lets you breathe just enough to want more. If your own ballads feel flat, it’s usually because you’re not controlling tension on purpose.

Intro / Interlude: “Come in… but don’t get comfortable”

The intro firmly establishes the key of G major. It’s essentially a cadence of I–IV–I–V. That’s classic for a reason: it gives the listener a home base, then ends on the dominant to create forward motion. It sucks you into the verse.

There’s also a sneaky emotional move here: the essential pedal point on C/G keeps one foot planted. You feel preparation rather than propulsion – like the song is gathering courage before it speaks.

Songwriting exercise:Write a four-bar intro that ends on V. If your next section feels like it “starts too randomly,” it’s often because your intro didn’t earn it.

Verse: the descending bass line that quietly breaks your heart

The verse starts on the tonic and briefly switches to the emotional subdominant. Adding the maj7 to the subdominant (Cmaj7) makes it softer and more balladesque – instant “tenderness filter”.

After the first two bars of G (with the quick switch to C), the verse moves toward the subdominant using a stepwise descending bass line:

Em → Bm/D → C

That bass descent is doing emotional storytelling. It’s not “complex.” It’s just inevitable, like sinking. And the lyrics go perfectly well with it:

• "too many bitter tears are raining down on me"
• "and what a struggle it would be"
• "seems like there is no way out of this for me"
• "can't you see it's impossible to choose"

Then you get what is basically a stretched (augmented) ii–V: Am → D. But it doesn’t go there immediately. The chords hesitate and alternate between Am and Em. And that “hesitation” is the point. Em works as a tonic replacement (relative minor of G), which prevents the section from feeling stuck on a single emotional color. It’s motion without closure – and that’s exactly what the lyric mood wants:

• "in my tangled state of mind, I've been looking back to find…"
• "I used to bring you sunshine, now all I ever do i bring you down"
• "no, there's no making sense of it. Every way I go I have to lose"

Finally, the verse celebrates the dominant and cranks tension over the last two bars:

• Dsus4 → D (release–then re-tension)
• then C/D which is basically D with extra color (7/9/11 flavor) – maximum “we are not done yet” energy.

The first tension collapses back into another round of the verse chords. But the second time it really builds towards the mighty chorus.

Songwriting lesson: Don’t rush your ii–V. If you want ache, let your progression “almost resolve” and then pull back. That’s what real emotional conflict sounds like.

Chorus: the hit-progression… with a May-sized twist

The chorus meets us with a familiar monster: I–IV–vi–V. This is one of the most used pop progressions of all time. And that’s not a weakness – it’s a weapon. After the verse’s motion and hesitation, the chorus feels like a solid statement. A familiar place. “This is what I’m saying.” And it’s repeated for emphasis.

Then the harmony starts climbing. The tonic is destabilized by putting the third in the bass:

G/B

Now the bass line moves upward: B → C → D. Your body feels this as lift, urgency, inevitability.

And then: the non-diatonic spark – "'cause you never read the signs!" as the lyric says. C#m7b5 is outside G major and can be interpreted as an A7-ish dominant function – effectively a push toward D, the real dominant. It’s a classic “double dominant” type move: dominant of the dominant energy without spelling it in the most obvious way.

On the dominant, the song plays the tension game again:

• G/D (a Dsus flavor with extra warmth)
• C/D (that delicious dominant extension again)

And only then do we collapse back to the tonic via the interlude, which releases everything you’ve been holding.

Songwriting lesson: End your chorus on V. Create tension. Ending on dominant creates the emotional reason for the next section to exist.

Solo: reuse the best material, don’t invent new problems

The chord are exactly the same as interlude + verse, but instead of repeating the verse, we move straight into the final chorus.

This is a common solo technique: you reuse the verse/interlude harmony and let the melody instrument “speak” where the lyric would have spoken. In this song, it works especially well because the harmony already has that built-in hesitation and dominant-loading. The solo just rides a wave the song already created.

Songwriting lesson: You don't need to write new chords for the solo. If the verse is great, your solo job is to reveal it from a new angle, not distract from it.

Final chorus: the return hits harder because we earned it

After the instrumental space, the final chorus lands with more weight. Why? Because your ear has been living inside the tension system of the song for a while now. It’s like the song trained your nervous system to crave that chorus. And the absence of Brian May's voice during the solo makes its return all the more powerful.

Ending: the tearjerker moves everyone should steal (yes, steal)

The final chorus doesn’t fully conclude and release its tension – it slides into the ending. And then Brian May pulls one of the most reliable emotional levers in songwriting history:

1) Minor plagal cadence (parallel minor subdominant)

You take the subdominant and make it minor: C → Cm.

That’s it. That’s the move. It’s time-tested because it sounds like memory, regret, bittersweet acceptance – all at once.

If you didn’t know this move, learn it. Use it. Tastefully. It works because it’s simple and psychologically direct.

Also check out the minor plagal cadence in Adele's "Make You Feel My Love".

2) The “make the tonic shine” bVI color

Then we get Eb – borrowed from the parallel minor world. Ending a song with bVI to I (or bVI–bVII–I in other contexts) makes the tonic feel like sunlight after clouds. Some call related variants “the Mario cadence”. It's also related to the "backdoor progression" and is used to a similar effect in Justin Timberlake's "Can't Stop The Feeling" . I’ve always heard this as an Elton John kind of ending vibe – a confident theatrical flourish that still feels earned.

Songwriting lesson: next time you want a big emotional ending, try:

• minor plagal: IV → iv → I (here: C → Cm → G)
• borrowed bVI: bVI → I (here: Eb → G)

Your audience will feel it even if they can’t name it. That’s the whole point.

Your takeaway: write tension like you mean it

If you want to write ballads that actually move people, don’t chase “sad chords.” Chase tension behavior:

• Set up home (I)
• Create longing (V, suspensions, dominant extensions)
• Hesitate (loop between ii-ish and tonic-replacement)
• Lift the bass line (stepwise motion is a cheat code)
• Borrow from the parallel minor at the end for emotional truth

Now do the real work: take one of your songs and rewrite the ending using IV → iv → I or bVI → I. Then tell me you didn’t feel something. 🙂