Jazz Changes

Joseph Kosma, music · Jacques Prévert, French lyrics · Johnny Mercer, English lyrics · 1945

Autumn Leaves

A French song from 1945, "Les feuilles mortes", that became the first standard many jazz students learn. Its chords are built almost entirely from ii–V–I progressions, first in a major key and then in its relative minor. Learn it and you have the moves behind hundreds of other tunes.

▶ Plays the whole path: 8 recordings in order. Use the player's next button to skip ahead.

  1. 1 Learn the song Nat King Cole
  2. 2 Hear the landmark arrangement Cannonball Adderley
  3. 3 Hear where the arrangement came from Ahmad Jamal Trio
  4. 4 Hear trio interplay Bill Evans Trio
  5. 5 Hear two cool-school voices in a studio setting Chet Baker
  6. 6 Hear a trio stretch the form Keith Jarrett Trio
  7. 7 Hear it on organ and guitar Jimmy Smith Trio
  8. 8 Hear a recent live trio Chick Corea Akoustic Band

How the tune works

G minorusual key
32 barsA · A · B · C form
B♭ · G m · E♭keys it moves between

Each block is a key, and each thin line is one bar. Every phrase is a ii–V–I: four bars landing in B♭ major, then four landing in its relative minor, G minor. The B section swaps the order, and the last section takes a short detour to E♭ before ending in G minor.

The changes as most fake books give them, in G minor. Many players start in E minor instead. Almost every bar is part of a ii–V–I.

Key G minor
Abars 1–8
B♭ majorCm7
F7
B♭maj7
E♭maj7
G minorAm7♭5
D7
Gm6
Gm6
A²bars 9–16
B♭ majorCm7
F7
B♭maj7
E♭maj7
G minorAm7♭5
D7
Gm6
Gm6
Bbars 17–24
G minorAm7♭5
D7
Gm6
Gm6
B♭ majorCm7
F7
B♭maj7
E♭maj7
Cbars 25–32
G minorAm7♭5
D7
Gm7C7
Fm7B♭7
E♭E♭maj7
Am7♭5D7
home: G minorGm6
Gm6

Common fake-book changes; recordings vary, especially in the last eight bars.

Source: Jazz Circle: Autumn Leaves, chord changes and harmonic analysis (bar-numbered changes in G minor)

Listen in this order

Play all 8 on YouTube ↗

You hear the song first, then the arrangement that made it a jazz standard, then trios, a two-horn studio date, an organ trio and a recent live set. Each step gives you one thing to listen for and one thing to try.

  1. Step 1 · Learn the song

    Nat King Cole (Nelson Riddle and his orchestra) 1955

    Nat King Cole Sings for Two in Love

    Listen for
    Count the four eight-bar sections as they go by: two that match, a third that reverses the order of the two keys, and a last one that adds a short detour. A singer makes each phrase easy to hear.
    Try this
    Hum along for one chorus. Then play only the chord roots, one per bar, and say each chord name out loud as you play it.
  2. Step 2 · Hear the landmark arrangement

    Cannonball Adderley (with Miles Davis) 1958

    Somethin' Else

    Listen for
    Notice how long the band takes before the melody arrives. Then follow how Miles Davis, Cannonball Adderley and Hank Jones each solo over the same changes.
    Try this
    Sing along with one solo for a full chorus. Then play the third of each chord from the chart under it.
  3. Step 3 · Hear where the arrangement came from

    Ahmad Jamal Trio 1955

    The Ahmad Jamal Trio

    Listen for
    Listen for the space. With no drums, the guitar and bass keep the pulse, and Jamal leaves room between his piano phrases.
    Try this
    Play the first eight bars with only two events per bar: a bass note on beat 1 and a chord on beat 3. Leave the rest of each bar silent.
  4. Step 4 · Hear trio interplay

    Bill Evans Trio 1959

    Portrait in Jazz

    Listen for
    Follow Scott LaFaro's bass line for one chorus. Notice where it answers the piano and where it moves with it.
    Try this
    Play the chart with a backing track or a partner. After each four-bar phrase of the melody, leave one beat open and let the bass fill it.
  5. Step 5 · Hear two cool-school voices in a studio setting

    Chet Baker (with Paul Desmond) 1974

    She Was Too Good to Me

    Listen for
    Hear trumpet and alto saxophone share the melody and solos over electric piano and strings. Compare that sound with the acoustic groups earlier on the path.
    Try this
    Play the melody softly and play fewer notes than you want to. Leave a gap at the end of each phrase, the way a singer breathes.
  6. Step 6 · Hear a trio stretch the form

    Keith Jarrett Trio 1986

    Still Live

    Listen for
    Count the choruses in each solo. The 32-bar form keeps coming round, and the bass and drums stay with it through every one.
    Try this
    Play four choruses over the chart without stopping, and let each chorus add one idea to the one before.
  7. Step 7 · Hear it on organ and guitar

    Jimmy Smith Trio 1956

    A New Sound... A New Star... Jimmy Smith at the Organ, Volume 3

    Listen for
    The trio has no bass player. Smith plays the bass line on the organ, and the guitar and drums fit around him.
    Try this
    Play the chart with your left hand walking the bass on the roots and fifths of each chord and your right hand playing the melody.
  8. Step 8 · Hear a recent live trio

    Chick Corea Akoustic Band 2001

    Rendezvous in New York

    Listen for
    Compare this trio with the Evans and Jarrett trios. Pick one chorus and listen to what the bass and drums do in each bar.
    Try this
    Record yourself playing four choruses: the melody, then chord tones only, then two choruses of your own lines. Listen back and mark where the chords stay clear.

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