Chords + Lyrics | Can’t Take My Eyes Off You
Intro
||: F#/E | Am6/E | Emaj9 | Emaj9 :||
Verse 1
| E | E | Emaj7 | Emaj7 |
You’re just too good to be true, can’t take my eyes off of you.
| E7 | E7 | A | A |
You’d be like Heaven to touch, I wanna hold you so much.
| Am6 | Am6 | E | E |
At long last, love has arrived, and I thank God I’m alive.
| F#/E | Am6/E | Emaj9 | Emaj9 |
You’re just too good to be true, can’t take my eyes off of you.
Verse 2
Pardon the way that I stare, there’s nothin’ else to compare
The sight of you leaves me weak, there are no words left to speak.
But if you feel like I feel, please let me know that it’s real.
You’re just too good to be true, can’t take my eyes off of you.
Instrumental 1
| F#m | B9 | E6 | E6 |
| F#m | B9 | E6 | C#7#9 | C#7#9 |
Chorus 1
| F#m7 | B11 | G#m7 | C#m7 |
I love you, Baby, and if it’s quite alright I need you, baby, to warm the lonely night.
| F#m7 | B11 | Emaj7 | C#7 |
I love you, Baby, trust in me when I say. Oh pretty,
| F#m7 | B11 | G#m7 | C#m7 |
Baby, don’t bring me down, I pray, oh, pretty Baby, now that I’ve found you, stay.
| F#m7 | F#m7 | D9 | D9 |
And let me love you, baby, let me love you.
Verse 3
| G | G | Gmaj7 | Gmaj7 |
You’re just too good to be true, can’t take my eyes off of you.
| G7 | G7 | C | C |
You’d be like Heaven to touch, I wanna hold you so much.
| Cm6 | Cm6 | G | G |
At long last, love has arrived, and I thank God I’m alive.
| A/G | Cm6/G | G | G |
You’re just too good to be true, can’t take my eyes off you.
Instrumental 2
| F#m | B9 | E6 | C#7#9 | C#7#9 |
I love you,
Chorus 2
| F#m7 | B11 | G#m7 | C#m7 |
Baby, and if it’s quite alright I need you, baby, to warm the lonely night. I love you,
| F#m7 | B11 | Emaj7 | C#7 |
Baby, trust in me when I say. Oh pretty,
| F#m7 | B11 | G#m7 | C#m7 |
Baby, don’t bring me down, I pray, oh, pretty Baby, now that I’ve found you, stay, oh, pretty,
| F#m7 | B11 | Emaj7 | C#7 | to fade
Baby, trust in me when I say. Oh, pretty…
Can’t Take My Eyes Off You Backing Tracks | Chord Analysis
Above, you’ll find backing tracks to use when learning Can’t Take My Eyes Off You. I’ve used stem-seperation to extract the guitar while keeping the drums, bass, keys, horns, and vocals intact.
After studying the chords and TAB, use my backing tracks to prepare for playing this tune with a band.
Chord Progressions – What’s Going On?
What we have in Can’t Take My Eyes Off You is a true chordal masterpiece.
Intro
The intro, which also closes the verse, features slash chords, including the exceptionally rare Am6/E—so unusual that I don’t think I’ve ever seen it elsewhere.
Using Roman numerals, the intro progression is:
||: F#/E (I/9) | Am6/E (IVm/5) | Emaj9 (I) | Emaj9 :||
The maj9 extension results from combining all the notes in the horn melody. I’ve arranged a way to play this on guitar in a single part—check it out further down this guitar lesson.
Verse
The verse follows a concept similar to Kiss Me, using a descending static I chord. It also includes the IV – IVm movement before leading back into the intro progression:
| E (I) | E | Emaj7 | Emaj7 |
| E7 | E7 | A (IV) | A |
| Am6 (IVm) | Am6 | E | E |
| F#/E (I/9) | Am6/E (IVm/5) | Emaj9 |
Instrumental
Before the chorus, we get an instrumental section where the audience often sings the horn line—a rare and magical moment. The chords are:
| F#m (II) | B9 (V) | E6 (I) | E6 |
| F#m | B9 | E6 | C#7#9 (VIalt) | C#7#9 |
Chorus
The chorus echoes the instrumental section but with subtle variations:
||: F#m7 (II) | B11 (V) | G#m7 (III) | C#m7 (VI) |
|1. F#m7 | B11 | Emaj7 | C#7 (VIx) :||
|2. F#m7 | F#m7 | D9 | D9 |
That final D9 sets up the next verse, which modulates up a minor third—an uncommon but brilliant twist. Even more impressively, the song later returns to its original key for the instrumental and final chorus.
Verse (new key)
Here’s the verse in its new key of G:
| G | G | Gmaj7 | Gmaj7 |
| G7 | G7 | C | C |
| Cm6 | Cm6 | G | G |
| A/G | Cm6/G | G | G |
Arranging the full TAB for Can’t Take My Eyes Off You took ages, but it was absolutely worth it. I’d love to record this with a singer and create step-by-step lessons.
Until then, you’ll have to rely on the TAB and this chord chart!
Can’t Take My Eyes off You Chord Chart | PDF + IReal Pro Download
Should you want to download this chart, here’s a PDF: Can’t Take My Eyes off You chord chart PDF.
This chord chart was created using iReal Pro, here’s a link to that file: Can’t Take My Eyes off You iReal Pro. Using this and the iRealPro app, you can change the key.
Can’t Take My Eyes Off You | TAB
As there are so many sections in Can’t Take My Eyes off You, let’s get straight to it and work through each part using TAB, starting with the intro.
In the key of E, we start with an E/F#, which could also be described as F#11. The Am6/E functions as the IVm chord.
The maj9 extension on the E is a result of incorporating the horn line. I change how I fret the horn line on the repeat to better connect it to the chord.
Verse
Here’s the first verse. I’m combining the bass line with guitar stabs, and adding a bit more movement. The progression from major – maj7 – dom7 can be found in many other tunes, such as Kiss Me.
Next, verse 2. In this version, I repeat the first bar to build more excitement. The last line features the horn line from the intro rather than the variation used in verse 1.
Instrumental
Before the chorus, there’s an instrumental section. I haven’t transcribed the notes exactly but have kept the rhythm, which returns later. The second time, go to 3, not 2, like this:
Chorus
The chorus progression is II – V – III – VI. When repeated, it becomes II – V – I – VIx. The final time, it moves from II to a D9, which sets up the next verse.
Verse 3
This final verse is in the key of G, making the preceding D9 chord V in the new key. Aside from the key change, the chords are the same. I’ve altered the strumming pattern to something reminiscent of House of the Rising Sun.
Practice each section individually before attempting to play along with the original in the chords lesson using just the chart.
Frankie Valli’s biggest hit
The sensational Can’t Take My Eyes Off You was written by record producer Bob Crewe and Bob Gaudio, who also provided backing vocals for Frankie Valli’s band, The Four Seasons.
Released under Valli’s name alone, this became his biggest hit—only December 1963 (Oh, What a Night!) comes close.
As one of the most recognised songs in popular music history, you might expect its chords to be relatively simple. But take a closer look and you’ll find a masterclass in complex harmonic songwriting!
The only other song I can think of with a similarly intricate chord structure and unusual arrangement that achieved worldwide fame is Over the Rainbow—and that’s one of the greatest songs ever written.
Notable covers of Can’t Take My Eyes Off You can be heard by A-ha singer Morten Harket, Barry Manilow and Fugees. Check them all out in the playlist at the top of the page.
c Chords: Continue Learning
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Five similar tunes | Chords + Lyrics
- December, 1963 (Oh, What A Night!)
- I Say A Little Prayer
- Son Of A Preacher Man
- You’re All I Need To Get By
- Young Hearts Run Free
