Jerome Kern, music · Oscar Hammerstein II, lyrics · From the 1939 Broadway show Very Warm for May

All the Things You Are

A 1939 Broadway ballad by Jerome Kern and Oscar Hammerstein II that became one of the tunes jazz musicians play most. Its chords keep moving to new keys and find their way home at the end, so improvisers use it to practice playing through key changes. That's why you'll hear it at almost any jam session, in versions from swing bands to odd-meter piano trios.

How the tune works

A♭ majorusual key
36 barsA · A · B · A form
A♭ → C → E♭ → G → E → A♭key centers
167–307 bpmtempos in 4 transcribed solos (Weimar Jazz Database)

Each block is a key, and each thin line is one bar. The first A travels from A♭ to C. The second A makes the same trip a fifth higher, from E♭ to G. The bridge moves on from G to E, then one bar turns back toward home for the last A, which runs 12 bars instead of 8.

Here are the chords the way a lead sheet shows them, with the key each phrase arrives in marked above. Almost every bar is part of a ii–V–I, which is why players use the tune to practice moving through keys.

Abars 1–8
A♭ majorFm7
B♭m7
E♭7
A♭maj7
D♭maj7
G7
C majorCmaj7
Cmaj7
A²bars 9–16
E♭ majorCm7
Fm7
B♭7
E♭maj7
A♭maj7
D7
G majorGmaj7
Gmaj7
Bbars 17–24 · bridge
Am7
D7
Gmaj7
Gmaj7
F♯m7
B7
E majorEmaj7
C7♯5
A³bars 25–36
home: A♭Fm7
B♭m7
E♭7
A♭maj7
D♭maj7
D♭m7
Cm7
B°7
B♭m7
E♭7
A♭maj7
Gm7♭5C7

The last chord of the bridge, a C7 with a raised fifth, pulls back to F minor and the opening key. Chord spellings follow common fake-book practice; versions vary in the details.

Listen in this order

Play all 8 on YouTube ↗

Eight versions, each adding one thing to listen for and one thing to try. Start with the song as written, then take away the melody, the piano and finally the steady four-beat bar.

  1. Step 1 · Learn the song

    Ella Fitzgerald 1963

    Ella Fitzgerald Sings the Jerome Kern Song Book, Verve V-4060

    Listen for
    The melody, and how the song is built: an A section, a second A that repeats the first in a new key, a bridge, and a longer last A that brings it home.
    Try this
    Sing or play the melody along with the record until you can do it without the record. Then mark where each section starts on the chord chart above.
    Apple Music ↗YouTube ↗

  2. Step 2 · The introduction everyone uses

    Dizzy Gillespie Sextet with Charlie Parker 1945

    78 single, with “Dizzy Atmosphere”, Musicraft 488 (recorded for Guild)

    Opens with Gillespie's introduction

    Listen for
    The eight bars before the melody comes in. This introduction became the standard way to start the tune, and many bands play it again as an ending.
    Try this
    Learn the introduction by ear and use it to begin your own version. At a jam session, expect someone to call for it.
    Apple Music ↗YouTube ↗

  3. Step 3 · Follow the form without the melody

    Charlie Parker Quintet 1947

    “Bird of Paradise”, 78 single, with “Dexterity”, Dial 1032

    Opens with Gillespie's introduction

    Listen for
    A new tune over the same chords. With the melody from step 1 gone, the chords are all you have to tell where you are.
    Try this
    Count bars from the start of each chorus. Say “bridge” at bar 17 and “last A” at bar 25, and check that each chorus lasts 36 bars.
    Apple Music ↗YouTube ↗

  4. Step 4 · Hear it slow

    Art Tatum and Ben Webster 1956

    The Art Tatum–Ben Webster Quartet, Verve MGV-8220

    medium slow tempo

    Listen for
    At a slow-medium tempo every chord change is easy to catch. Tatum fills the gaps between Webster's phrases.
    Try this
    Hum the root of each chord as it goes by. In the chart above, the roots of the first five bars fall by fifths: F, B♭, E♭, A♭, D♭. Listen for the same falling pattern on the record, whatever key they play in.
    Apple Music ↗YouTube ↗

  5. Step 5 · Harmony without a piano

    Paul Desmond and Gerry Mulligan 1962

    Two of a Mind, RCA Victor LPM-2624

    Listen for
    With no piano, the bass and the two horns carry the chords between them. Listen for moments when one horn plays a line under the other.
    Try this
    Play only the third and seventh of each chord along with the record, and notice how much of the harmony those two notes carry by themselves.
    Apple Music ↗YouTube ↗

  6. Step 6 · Two approaches to the same changes

    Sonny Rollins and Coleman Hawkins 1963

    Sonny Meets Hawk!, RCA Victor LPM-2712

    Listen for
    Hawkins plays right through the chords with dense lines that spell each one out. Rollins pulls against the beat and the harmony.
    Try this
    Pick one chorus by each player and write down three ways they differ: rhythm, note choice, and how closely they follow the chords.
    Apple Music ↗YouTube ↗

  7. Step 7 · Hear the key changes in one line

    Joe Henderson 1985

    The State of the Tenor, Vol. 2 (CD edition), Blue Note

    Listen for
    No piano, so Henderson's tenor and Ron Carter's bass carry all the harmony. Listen for the point in each chorus where the bridge moves to a key far from home.
    Try this
    Sing along with the bass for one chorus. In the usual key of A♭, the far-off key is E major in bars 21 to 23; try to hear where Henderson's line goes there, whichever key the trio uses.
    Apple Music ↗YouTube ↗

  8. Step 8 · Count it in seven

    Brad Mehldau Trio 1999

    Art of the Trio 4: Back at the Vanguard, Warner Bros.

    A major (mostly a half step above the usual A♭) · 7/4

    Listen for
    The tune in 7/4. Each bar of seven holds two bars of the original, so a chorus is 18 bars of seven and the bridge starts at bar 9. The trio plays it mostly a half step above the usual key.
    Try this
    Count 1 to 7 with the drummer, or count eighth notes in groups of 4 + 4 + 3 + 3. Then find the bridge by counting nine bars of seven from the top of a chorus.
    Apple Music ↗YouTube ↗

More great versions