This paper explores how surface motives and their modal inflections confound or alter tonal voice leading at the foreground and middleground levels in three of Gabriel Fauré's late chamber works: the Cello Sonata No. 1, Piano Quintet No. 2, and Piano Trio. Using motivic segmentation and Schenkerian analysis, I draw on the research of Edward Phillips and Zdenek Skoumal to illustrate how these motives either create the constituent harmony or repeat themselves at pitch atop new harmonizations. I elevate their status from voice-leading byproducts of tonal chord progressions -- behaving as generalized voice leading does -- to autonomous elements that shape voice leading. Focusing on these motivic utterances explains the novel harmonic syntax that many authors have associated with Fauré but failed to fully expound.