Carol – Kenny Drew, Sr.

Despite its slow tempo, this song is striking in its bold and dramatic melodic structure as well as its many unexpected harmonic twists. The A section's general melodic shape is a descent of over an octave, though it is often broken up; similarly, the bridge melody ascends again to connect with the C (third A) section. The changes also fall and rise with the melody, whose starting note is the tonic F.

The starting chord, Bm7♭5, seems to imply a smoothly descending series of II-V7s to F, but this series takes six instead of the expected four measures and resolves to Am(maj7) and Gm(maj7) along the way. The first A section melody's descent does not reach the lower octave tonic, instead rising again in the sixth measure and landing on C with a very intricate harmonic resolution. The eighth measure has a superimposed B triad (with F and A below, forming B7/F) moves up a half step to form an upper-extension C triad for Fmaj9. The second A section ends more simply, with the melody descending not to the lower F but to E—with a 4-3 suspension on the tonic chord, resulting in a rare maj7sus tonality.

The bridge is no less sophisticated. The melody rises, again from F to E, growing out of a D♭ major tonality that suddenly becomes D major. In the fifth and sixth measures of the bridge, minor 7th chords chromatically ascend from D toward G major, followed by G minor in the last measure to resolve back to an F tonality. Two very unexpected but effective harmonic transitions occur in the bridge. Between the second and third measures, E diminished is followed by Em7♭5—the one difference between these chords is D♭ versus D, the tonics of the two implied tonalities in this transition. Equally unusual is the resolution into the seventh measure of the bridge, B♭7 to Gmaj7.

The C section is the same as the second A section, but on the out melody there is a coda that "tags" the last measure. This leads to yet another unexpected harmonic trick: a final II-V7 a half step up, landing in G♭ major—not with F in the melody either! Instead, this coda melody recycles the half-step approach that had previously occurred at the end of the first A section.

This recording features a two-horn arrangement, with the tenor sax 2nd part mostly providing longer notes that outline the changes. The horns are in octaves in a few places near the ends of the A and C sections. The piano takes the melody on the bridge; this melody on the lead sheet is shown with the rhythms that Kenny plays on the recording.