Falling For You is the ninth song from Weezer's second album, Pinkerton, penned by lead guitarist and singer Rivers Cuomo. It serves as the band's musical closer for the album, precluding the solo acoustic song "Butterfly" at the end of the album. It is one of the most musically complex songs on the album, and one of the most musically challenging songs in all of the Weezer catalog.
In the third verse, Cuomo ironically states "What could you possibly see in little ol' 3-chord me?", as this lyric comes within a song where Cuomo uses chords based from all 12 notes of the chromatic scale. He achieves this through the modulations and accidentals that permeate the basic chord progressions, and then through shifting the entire key of the song from Eb Major to F# Major during the solo, which continues into the third verse and final chorus.
When asked "Which Weezer song are you most proud of and why?" in the Official Rivers Cuomo Fan Interview of 2006, Cuomo responded that, along with "Beverly Hills", "the solo, third verse, and last chorus of "Falling For You" always blew me away (also with a lyric about admiring the stars!) its impossible to decide. The numerous chord progressions and key changes in the song make it one of the most difficult to recreate live, evidenced by Cuomo's comments before and after performing the song live from "The Lion and the Witch" EP. Before starting the song, Cuomo facetiously says, "I'd like to ask for the Lord's help in guiding us through the performance of this next song. Please God!" He then rejoices at the completion of the song, exclaiming, "Yeah! We didn't fuck it up! We kicked ass! We redeemed ourselves. We displayed our superiority to the multitudes."
The song is connected to it's previous track, Pink Triangle musically.