Normally on this channel we’re hyper-focused on Classical music. Not to mention all the licensing hoops of featuring pop music. But one thing I often do in my studio is link Classical concepts (chord theory, etc) to pop music – so I thought, why not give it a try on this channel?

Today’s video will be a walkthrough of Sia’s “Breathe Me”, one of my all-time favorite songs. We’ll talk about the music as well as the lyrics – things that I find interesting. This is a new type of video for this channel, so let’s explore together!

Sia: Breathe Me

As always, we’ll start with the backstory.

For me, I first heard about Sia and specifically the tune “Breathe Me” from the HBO show “Six Feet Under”. It ran from 2001-2005, but I’ve watched it recently and it still holds up.


This trailer is for mature audiences.

I won’t get into spoilers, but “Breathe Me” plays on the very last episode of the very last season, during the very last scene. So it’s a prominent and poignant position!

The Australian singer-songwriter Sia released “Breathe Me” in 2004 on her album Colour the Small One. It’s a great album and worth checking out in full.

Rolling Stone called this song “delicate and haunting”. The video is really cool too – they used over 2,500 polaroid stills to make the video (the whole thing is basically a film of flipping through polaroids).


The piano in Breathe Me

Let’s have a look at the main piano part, which stays the same for pretty much the entire piece. The piano is a constant – other instruments come and go to add some dynamic range. Because of this, the piano is an enduring thread, tying the whole song together, thin and small but unbreakably strong.

I feel like the piano part is symbolic in this way, but we’ll talk about the song’s meaning in a bit here.

We start with an Am chord, move through a C chord (with G as our bass note, changing the flavor), and finish with an F chord that lingers a little longer.

You’ll notice our progression becomes stepwise. Even though our chords are Am – C – F, the movement goes from A – G – F. It’s really common for music to use bass lines to smooth things out, so it doesn’t feel like the chords are jumping around at random.

Another interesting touch is how the F chord at the end changes from a pure F chord to a polychord (F chord + C chord). Changing the quality of the chord like this gives a very beautiful and glistening effect at the end of this progression.

(And if you want to learn more about this chord progression, we talked about it and its many variations in the previous video on my favorite chord progressions.)

Lyrics of Breathe Me

Now let’s take a look at the lyrical content of this song.

Lyric interpretation is somewhat subjective – even though there are words, they can mean different things to different people – just like instrumental music. This is simply my take on it.

If I were to boil the lyrical content of this song down to one word, it would be: vulnerability.

It’s about the vulnerability of love, being “unfolded” by someone. There’s a tender and playful quality that permeates the song, and there’s also a deeper quality, a strong emotive quality, that comes out more toward the end in the climax.

In the chorus you really get this sense of wanting to be understood. She’s not asking to be loved, but rather known (be my friend, breathe me). In this case it feels like the same thing. The subject of this lyric is someone who is a safe place, someone who can “warm her up”.

I really love the line “I am small and needy”. It’s such an unusual line for a pop song, but it’s so vulnerable and honest. It’s also a sentiment that most people could relate to (regardless of physical size). Most of us can understand what it’s like to feel small against life, the feeling of wanting to curl up somewhere safe.

Be my friend
Hold me, wrap me up
Unfold me
I am small and needy
Warm me up
And breathe me

An interesting thing about this song is the lack of rhyming. I actually really like when artists do this – I think it can be used to great effect if done right. In this case, the lack of rhyming gives the song a conversational feel, and it’s much more intimate. It’s made even more intimate by the whispering quality of the verse – Sia is really confessing to us.

Help, I have done it again
I have been here many times before
Hurt myself again today
And the worst part is there’s no one else to blame

This verse reminds me of the aftermath of a good cry. The emotional storm has passed, which leaves us more real, more ourselves. In that aftermath we get an honest confession – “I’ve hurt myself again”, leading us to our plea for friendship, for warmth, for understanding in the chorus.

Ouch, I have lost myself again
Lost myself and I am nowhere to be found,
Yeah, I think that I might break
Lost myself again and I feel unsafe

In the second verse we have a different sort of confession. We even get a partial rhyme with “break” and “unsafe”, making the words really stand out in a sea of rhymelessness.

One thing songwriters will do with verses is keep them unified – the first verse sees her hurting herself, the second verse sees her losing herself. But they’re really the same thing – Sia says “ouch, I have lost myself”, which tells us that it hurts to be lost.

In this way she’s expanding on the material of the first verse instead of going in a completely different direction.

Musically we get some movement in the second verse – it lands with “ouch” and the drums kick in. The energy stays up all through the second chorus, which repeats.

On the second repetition of the chorus, we get some vocal harmonies. Any time you’re playing around with repetition in a song, it’s a good idea to add small variations to keep it interesting. A verbatim chorus repeat would be boring. But by adding more layers and harmonies, she’s able to tell us something new in this story.

It also creates a bigger contrast so that when everything drops after the chorus, it really demands your attention.

I love that it drops into the vibraphone sound with no other accompaniment for several seconds – it feels very playful. Yet the chords go darker than at any other point in the song. This creates a dichotomy – the playful vibraphone with dark chords. It’s not endlessly light when we open ourselves up to someone, when we lay ourselves bare.

And then we have the climax of the song – the piano returns, our unbroken thread (the enduring love thread). The strings kick into high gear and start taking over as the melody. The drums unite the instruments and create a sense of cohesion.

This is such an effective climax for a few reasons. One, it’s not over-the-top. The climax is teased in the second verse/chorus when the drums kick in for the first time. It doesn’t catch us off-guard since the whole song is leading up to it. We get the feeling that it’s coming, but instead of it being boring, the music is crafted in a way to build anticipation. Kind of like how when you watch a funny movie, you know it’s going to have a happy ending, but the anticipation of how it happens keeps it interesting.


Definitely check out this tune if you haven’t already – it’s beautiful and moving. Let me know what you think about exploring pop music – I had fun with this one!