BBC World Service says of UK band Level 42: “For one brief, shining moment…they were outsiders.” By the mid-80s, the band had seen huge success, becoming one of the best-selling UK groups of the decade, best known for their uptempo funk-driven tunes like “Something About You.” But the band also produced some gorgeous melancholy-drenched ballads, including 1985’s “Lying Still.”
Starting in G minor, the tune transitions to B minor for the chorus at 0:44. At 2:50, the bridge starts as an instrumental (roughly in B minor), then transitions back to vocals for a lushly layered, multi-key-of-the-moment, meter-shifting section at 3:11. At 3:29, an extended outro, built around G minor, rolls out and tapers to the end.