This graceful and popular waltz is based on one simple, lilting rhythmic pattern (a dotted quarter followed by three eighth notes) that is repeated over and over, separated only by one measure of equal quarter notes at cadence points. The bass accompaniment consists of steady quarter notes played staccato and in some editions with quick harp-like arpeggios on the second and third beats. The melody begins with a dolce (sweet) articulation and at a dynamic of piano. There are small one-measure swells as the melodic patterns attempt their first steady climb toward a moderate goal, and then humbly cadence in the median key (C minor). The first eight measures are then repeated exactly.

The next climb occurs by a series of resolving seventh chords toward a higher upward goal. The long dynamic swell quickly diminishes back to the "dolce" mood. The first eight-measure melody is repeated but this time with the cadence subtly changed to land back on the tonic (rather than in the median key). The six-measure climb in resolving sevenths is repeated exactly with the same dynamic swell.

The last eight measures features the melody played an octave higher with graceful triplets on the second and third beats spread over two octaves and leaping with restrained joy to the highest melodic acme in the composition which then closes on a simple cadence.

Some editions pitch this waltz a half step higher in the key of A which gives it a slightly brighter sound, but the fingering is considerably easier in A flat making for a more graceful execution; the flat key also produces a richer timbre.

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Composed in January 1865, the Waltzes, Op. 39 are dedicated to Dr. Eduard Hanslick (1825-1904), a famous Viennese music critic who championed the music of Schumann and Brahms and was pleased to find, "no narcissistic affectation" in Brahms' piano music. Publication of the Waltzes was by J. Reiter-Biedermann in both Leipzig and Winterthur, the four-hand version appearing first (1866), the two-hand version second (1867).

At the time Brahms composed the Waltzes, Op. 39, he had taken up residence in Vienna, but still hoped to obtain a permanent position in Hamburg. The Waltzes are a tribute to both the dance form for which Vienna had become famous and the music of Schubert, one of Vienna's native sons. Not long before composing his Waltzes, Brahms had begun editing and arranging Schubert's dance music.

The limitations of the waltz form forced Brahms' creativity to find other means of expression, particularly in harmonic manipulation, making each of the sixteen Waltzes a gem. However, nearly all of them possess a few common characteristics, such as a rounded binary form in which the first half moves to a new key and the "recapitulating" second half begins with a quasi-developmental segment before returning to the main theme and the home key. Many display the harmonic invention and subtlety that mark Brahms' later piano works as well as the large-scale structures of the 1860s.

Most of the Waltzes are in "sharp" keys (No. 6 is in C sharp major, as "sharp" as possible), which Brahms then colors by venturing into "flat" harmonies. Neighboring Waltzes are generally in keys a third or fifth apart, and are sometimes related through parallel major or minor, such as Nos. 6 and 7.

It is enlightening to examine one of the Waltzes in detail. In No. 12, in E major, the four-measure main theme consists of a descending step in the highest voice. The next few measures are really a variation of this tune, nestled in a middle voice and developed in an eighth note turning figure that moves to the dominant before a full repetition. What seems like a return to the opening in the second half is actually developmental because it is in E minor and consists of repetitions of the first two measures, not the entire theme. After modulating to F major (the Neapolitan, a powerfully expressive harmony in E minor), Brahms stealthily makes his way back to the major mode and the second half of the theme, although when E major appears it acts as the dominant of A major-the wrong key. There is no cadence on E major until the last few beats of the piece.

Brahms employs a similar harmonic procedure in the recapitulation of No. 1, in which the entire theme returns, literally, in the wrong key. Here however, the developmental portion of the second half is clearly so, repeating the theme's eighth note turning figure over several harmonies. Perhaps most peculiar is No. 9, which begins in D minor, moves to D major and closes on A major.

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