Jazz Changes

Fats Waller and Harry Brooks, music · Andy Razaf, lyrics · Introduced in the 1929 revue Connie's Hot Chocolates

Ain't Misbehavin'

Ain't Misbehavin' is a 1929 song with music by Fats Waller and Harry Brooks and lyrics by Andy Razaf. The chart here sits in C major, with a bridge through A minor and G major. Waller recorded a piano solo in 1929, and Armstrong, Sarah Vaughan and Ella Fitzgerald also recorded it.

C major · 32 bars · A A B A form · how it works

Listen in this order

Start with Waller's own piano solo, then hear Armstrong, the Hot Club quintet, Sarah Vaughan, a Gillespie quintet, a Zoot Sims octet, Ella Fitzgerald with Basie and McCoy Tyner alone at the piano. Each step shows another way to play the same 32 bars.

8 recordings, 1929 to 2000 · Play all 8 on YouTube ↗

  1. Fats Waller1929
  2. Louis Armstrong1929 · Big band
  3. Quintette du Hot Club de France1937
  4. Sarah Vaughan1950 · Vocal
  5. Dizzy Gillespie Quintet1952
  6. Zoot Sims-Bob Brookmeyer Octet1958
  7. Ella Fitzgerald and Count Basie1963 · Big band
  8. McCoy Tyner2000 · Post-bop

Step 1 of 8 Now playing✓ Heard

Learn the song

Fats Waller · 1929

Ain't Misbehavin'

Listen for
Fats Waller is the only player credited, so the bass notes, chords and tune all come from one pianist. Follow the 32 bars and mark where the bridge begins.
Try this
Play the tune with your right hand and a single root note in your left on beats 1 and 3, using the chords from the iReal Pro chart.
Apple Music ↗YouTube ↗

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Hear the song sung and played

Louis Armstrong and His Orchestra · 1929 · Big band, Swing

Ain't Misbehavin'

Listen for
Armstrong takes both a vocal and a trumpet part on this record. Notice how the same chords carry a sung chorus and a played one.
Try this
Sing or hum the tune along with Armstrong's vocal chorus, then play it on your own instrument in the same rhythm.
Apple Music ↗YouTube ↗

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Hear the song without horns or drums

Quintette du Hot Club de France · 1937

Ain't Misbehavin' / Hot Lips

Listen for
The lineup has a violin, three guitars and a bass, so the guitars play the rhythm that a drummer would play in a bigger band. Listen to how the violin and the solo guitar stand out from the rhythm guitars.
Try this
Strum or comp the first eight bars as four steady beats per bar, matching the rhythm guitars, then loop them against the recording.
Apple Music ↗YouTube ↗

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Hear a singer's version

Sarah Vaughan · 1950 · Vocal

Sarah Vaughan in Hi-Fi

Listen for
The singer carries the tune while a small band of trumpet, trombone, clarinet and tenor saxophone plays with a piano, guitar, bass and drums rhythm section. Listen for where the rhythm section sits behind her.
Try this
Sing the first eight bars along with Vaughan, then sing them again over the A-section chords from the chart without the recording.
Apple Music ↗YouTube ↗

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Hear a bebop quintet play it

Dizzy Gillespie Quintet · 1952

Dizzy at Home and Abroad

Listen for
A trumpet and a tenor saxophone stand in front of a piano, bass and drums rhythm section. Listen for which horn plays the tune and which one answers it.
Try this
Play the first eight bars of the tune along with the trumpet, matching where each phrase starts.
Apple Music ↗YouTube ↗

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Hear the form repeat across a long take

Zoot Sims-Bob Brookmeyer Octet · 1958

Stretching Out

Listen for
At nearly seven minutes the track goes through the 32-bar form many times. Count the choruses and note which instrument you hear on each.
Try this
Count the 32-bar choruses against the recording and write down the lead instrument for each. For a smaller version, count only the first three choruses.
Apple Music ↗YouTube ↗

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Hear a big band behind a singer

Ella Fitzgerald and Count Basie · 1963 · Big band

Ella and Basie!

Listen for
A full band of trumpets, saxophones and trombones plays with the singer. Listen for how the band's sections play behind her vocal.
Try this
Sing the tune along with Fitzgerald, then tap beats 2 and 4 while you listen once more.
Apple Music ↗YouTube ↗

Step 8 of 8 Now playing✓ Heard

Compare a modern solo piano version

McCoy Tyner · 2000 · Post-bop

Jazz Roots

Listen for
Tyner is the only credited player, as Waller was at the start of the path. Compare how each pianist handles the bass notes and chords.
Try this
Play the first A section at the piano with the chart's chords, then play it again with a bass note in your left hand on beats 1 and 3.
Apple Music ↗YouTube ↗

More great versions

6 more, from 1946 to 1978. Tap a cover to play it here.

  1. Don Byas Quartet1946
  2. Art Tatum1953 · Swing
  3. The Dave Brubeck Quartet featuring Jimmy Rushing1960 · Vocal
  4. Shirley Scott Trio1966 · Hard bop
  5. Stéphane Grappelli and the Diz Disley Trio1975 · Swing
  6. Milt Jackson1978

How the tune works

C majorusual key
32 barsA · A · B · A form
C major → A minor → G major → C majorkey centers

Each A section runs eight bars in C major. Bars 1 and 2 go from C6 and A7 to Dm7 and G7, bar 3 moves from C6 to C7 over E, and bar 4 goes from F6 to Fm6. Bars 5 and 6 repeat the Dm7 and G7 motion over C6 and A7. The first A ends on E7, A7, D7 and G7, which leads back to the top, and the second A closes on C6, Fm6, C6 and E7, which leads into the bridge. The bridge opens in A minor with Am, F7, D7 and A7, then settles in G major with G6, E7, Am7, D7, G6, A7, D7 and G7, and that last G7 leads back to C. The final A ends on C6, Am7, Dm7 and G7. These key areas follow the iReal Pro chart and leave out passing chords. Wikipedia reports that the original sheet music is in E♭ major.

Play the changes

C major
Open in iReal Pro ↗
A10 bars
C6A7
Dm7G7
C6C7/E
F6Fm6
C6/EA7
Dm7G7
1.E7A7
D7G7
2.C6Fm6
C6E7
B8 bars
Am
F7
D7
A7
G6E7
Am7D7
G6A7
D7G7
A8 bars
C6A7
Dm7G7
C6C7/E
F6Fm6
C6/EA7
Dm7G7
C6Am7
Dm7G7

Chart from iReal Pro's Jazz 1460 playlist, contributed by its users.