The song is primarily based on the E minor harmonic scale , though much of the melody utilizes the natural minor. It features an extensive use of the circle of fifths , which creates a sense of perpetual motion.
"The Windmills of Your Mind," composed by for the 1968 film The Thomas Crown Affair , is a masterpiece of circular melodic structure and baroque-influenced pop. Its hypnotic, repetitive phrases make it a popular choice for saxophone, which can expressively navigate its shifting minor keys and descending fifths. Musical Composition and Structure
Directed to replace the Beatles' "Strawberry Fields Forever" in a movie scene, the songwriters created a "mind trip" with stream-of-consciousness lyrics and surreal imagery like a "carousel running rings around the moon". The Saxophone Interpretation