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While ♭VI and ♭VII chords often appear by themselves, a very popular chord progression uses both the ♭VI and ♭VII borrowed chords: the ♭VI-♭VII-I cadence (“flat six flat seven one cadence”).

In the key of C major the progression goes: A♭-B♭-C.

You'll remember a cadence is a progression which creates a resolution, or brings music to a place of rest.

Most common cadences have well-established names. The ♭VI-♭VII-I cadence, however, doesn't have a widely-accepted name.

The Billy Shears Cadence

The name I first heard for this cadence was the “Billy Shears Progression.” This name comes from one of rock's most famous albums—The Beatles' Sgt. Pepper's Lonely Hearts Club Band. When the opening song transitions into the second song (With a Little Help from My Friends), the band sings this progression in harmony to the lyrics “Bil-ly Shears” [C-D-E].

Who is Billy Shears? The singing introduces drummer Ringo Starr singing the song With a Little Help from My Friends. Billy Shears is the name of Ringo Starr's alter-ego.

The Mario Cadence

Some people are starting to call the ♭VI-♭VII-I cadence the “Mario Cadence” because it's found in the music of the Super Mario Brothers video game. (I grew up in the Atari era, so it doesn't do it for me.) You will hear it around 0:20.

The Aeolian Cadence

Some call it an Aeolian cadence. Aeolian is another name for the natural minor scale—the scale from which we borrow the ♭VI and ♭VII chords.

The name Aeolian cadence can cause some confusion, however. To many the term Aeolian cadence means resolving to the relative minor (vi chord) when in a major key. For instance, maybe a song is in C major and has a progression: C-F-G-C-C-F-G-Am (I-IV-V-I-I-IV-V-vi).

The name “Billy Shears Progression” has stuck with me. Students find it easy to hear and familiar. But, the clearest name will always be the ♭VI-♭VII-I cadence.


This cadence has a very triumphant sound which made it perfect for a video game like Super Mario Brothers. But, you'll hear it everywhere like the Universal Pictures theme or Lady Madonna by The Beatles or I Was Made to Love Her by Stevie Wonder. See this lesson's songs tab for more examples.

How the ♭VI-♭VII-I Cadence Works

The ♭VI-♭VII-I cadence is a unique-sounding chord progression. Two major chords borrowed from the parallel minor key walk up in whole-steps to resolve to the I.

With triads (A♭-B♭-C), this progression doesn't have any of the chromatic half-step motion between chord tones we've seen in other borrowed chord progressions. When played with 7th chords (A♭maj7-B♭7-Cmaj7) there's a little bit of chromatic motion among the chord tones.

I think what really makes this chord progression sound so powerful is that 1) not one, but two chords surprise us from outside of the major key, 2) it is all bright, major chords, and 3) they climb by whole-steps to reach a resolution on the major I chord where one's ear might start to expect a minor i chord.

The “Backdoor ii-V” Progression

A brief aside about a related chord progression...

The ♭VI-♭VII-I cadence occurs in many pop, rock and R&B songs and elsewhere. In jazz, however, it has a slight variation. Instead of the ♭VI in this progression, jazz tunes favor using a minor iv in its place.

In the key of C major this minor iv-♭VII progression is:
Fm7-B♭7-Cmaj7 instead of

It works because Fm7 and A♭maj7 only differ by one note.

Fm7 = F A♭ C E♭

A♭maj7 = A♭ C E♭ G

Why is it called a “backdoor ii-V”? The most common progression in jazz is the ii-V-I progression. My first real music teacher, Dave Nichols (to whom I dedicate this site), told me, “It's ii-V-I till you die.” And, it's true, jazz songs are riddled with ii-V-I progressions.

The progression Fm7-B♭7 looks like a familiar ii-V-I progression in E♭ (Fm7-B♭7-E♭maj7). The progression Fm7-B♭7-Cmaj7 looks like a ii-V sneaking in the backdoor to resolve to the I instead of the traditional ii-V-I (Dm7-G7-Cmaj7).

If you've worked thoroughly on your circle of 5ths knowledge, you might notice the key of E♭ is the relative major of C minor—our parallel minor key.

I like students to understand this progression as minor iv-♭VII, but “backdoor ii-V” is the term you will often hear. It is the jazz version of the ♭VI-♭VII-I cadence.

Exercises and Songs

Check out the exercises and songs tabs for this lesson to get familiar with this progression. You will find a few exercises demonstrating the ♭VI-♭VII-I cadence as well as a number of song examples to listen to and learn. You probably don't realize how often you've heard this harmonic sound.