This piece is one of his most enduringly popular pieces, and established his fame as a concerto composer.
At its 1897 premiere, Rachmaninoff's first symphony, though now considered a significant achievement, was derided by critics. Compounded by problems in his personal life, Rachmaninoff fell into a depression that lasted for several years. His second piano concerto confirmed his recovery from clinical depression and writer's block. The concerto was dedicated to Nikolai Dahl, a physician who had done much to restore Rachmaninoff's self-confidence.
The opening movement begins with a series of bell-like tollings on the piano that build tension, eventually climaxing in the introduction of the main theme. In this first section, the orchestra carries the Russian-character melody while the piano makes an accompaniment made of arpeggios. After the statement of the long first theme, a quicker transition follows until the more lyrical second theme, in E flat major, is presented.
The agitated and unstable development borrows motives from both themes changing keys very often and giving the melody to different instruments while a new musical idea is slowly formed. The music builds in a huge climax as if the work was going to repeat the first bars of the work, but the recapitulation is going to be quite different.
While the orchestra restates the first theme, the piano, that in the other occasion had an accompaniment role, now plays the march-like theme that had been halfly presented in the development, thus making a considerable readjustment in the exposition, as the main theme, played by the orchestra has become an accompaniment. The rest of the recapitulation is quite literal, and the piece ends in C minor fortissimo.
The second movement opens with a series of slow chords in the strings which modulate from the C minor of the previous movement to the E major of this movement. The piano enters, playing a simple arpeggiated figure. A flute then introduces the main theme. The motif is passed between the piano and other soloists before the music accelerates to a short climax centered on the piano. The original theme is repeated, and the music appears to die away, finishing with just the soloist in E major.
The last movement opens with a short orchestral introduction that modulates from E (the key of the previous movement) to C, before a piano solo leads to the statement of the agitated first theme. After the original fast tempo and musical drama ends, a lyrical theme is introduced by the oboe and violas. This second theme maintains the motif of the first movement's second theme. After a long period of development tension is built up considerably. Near the end, Rachmaninoff restates the second theme in loud, fortissimo orchestration. After this, a fast, ecstatic coda draws the piece to a close, ending in C major.