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.
▶ Plays the whole path in order, one recording after another.
- 1 Learn the song Ella Fitzgerald✓
- 2 The introduction everyone uses Dizzy Gillespie Sextet with Charlie Parker✓
- 3 Follow the form without the melody Charlie Parker Quintet✓
- 4 Hear it slow Art Tatum and Ben Webster✓
- 5 Harmony without a piano Paul Desmond and Gerry Mulligan✓
- 6 Two approaches to the same changes Sonny Rollins and Coleman Hawkins✓
- 7 Hear the key changes in one line Joe Henderson✓
- 8 Count it in seven Brad Mehldau Trio✓
How the tune works
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.
Chord spellings follow common fake-book practice; versions vary in the details. The last chord of the bridge, a C7 with a raised fifth, pulls back to F minor and the opening key.
Source: Weimar Jazz Database: chord changes for Pat Metheny's 1989 recording (same changes)
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.
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Step 1 · Learn the song Now playing
Ella Fitzgerald 1963
Ella Fitzgerald Sings the Jerome Kern Song Book
Couldn't play this one here. Try the links below.
- 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.
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Step 2 · The introduction everyone uses Now playing
Dizzy Gillespie Sextet with Charlie Parker 1945
78 single, with “Dizzy Atmosphere”
Couldn't play this one here. Try the links below.
- 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.
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Step 3 · Follow the form without the melody Now playing
Charlie Parker Quintet 1947
“Bird of Paradise”, 78 single, with “Dexterity”
Couldn't play this one here. Try the links below.
- 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.
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Step 4 · Hear it slow Now playing
Art Tatum and Ben Webster 1956
The Art Tatum–Ben Webster Quartet
Couldn't play this one here. Try the links below.
- 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.
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Step 5 · Harmony without a piano Now playing
Paul Desmond and Gerry Mulligan 1962
Two of a Mind
Couldn't play this one here. Try the links below.
- 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.
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Step 6 · Two approaches to the same changes Now playing
Sonny Rollins and Coleman Hawkins 1963
Sonny Meets Hawk!
Couldn't play this one here. Try the links below.
- 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.
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Step 7 · Hear the key changes in one line Now playing
Joe Henderson 1985
The State of the Tenor, Vol. 2
Couldn't play this one here. Try the links below.
- 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.
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Step 8 · Count it in seven Now playing
Brad Mehldau Trio 1999
Art of the Trio 4: Back at the Vanguard
Couldn't play this one here. Try the links below.
- 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.
More great versions
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Artie Shaw and His Orchestra 1939
78 single, with “All in Fun”
Recorded six days after Dorsey's version and released on the day the show opened, sung by Helen Forrest.
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Frank Sinatra 1945
Songs by Sinatra, Vol. 1
A ballad from Sinatra's Columbia years, recorded in Hollywood in 1945 and held back until 1947.
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Django Reinhardt and Stéphane Grappelli 1949
Djangology 49
Recorded in Rome in early 1949, with Grappelli and an Italian rhythm section, late in Django's career.
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Chet Baker Quartet 1953
Chet Baker Quartet featuring Russ Freeman
A short studio version, under three minutes, from the quartet Baker formed with pianist Russ Freeman after Gerry Mulligan's group broke up.
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The Jazz Messengers (Kenny Dorham, Hank Mobley, Horace Silver, Doug Watkins, Art Blakey) 1955
“Prince Albert”, At the Cafe Bohemia, Vol. 1
Kenny Dorham's new melody over the same chords, played live in Greenwich Village by the early Jazz Messengers.
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Charles Mingus 1955
“All the Things You C#”, Mingus at the Bohemia
Mingus sets Kern's tune against Rachmaninoff's Prelude in C-sharp minor, an early sign of his collage approach to arranging.
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The Montgomery Brothers 1957
The Montgomery Brothers and 5 Others
Wes Montgomery's only studio recording of the tune, made in Indianapolis before he was widely known.
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Charles Mingus 1960
“All the Things You Could Be by Now If Sigmund Freud's Wife Was Your Mother”, Charles Mingus Presents Charles Mingus
A pianoless quartet with Eric Dolphy, recorded in a studio with spoken introductions as if in a club.
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Joe Pass 1973
Virtuoso
Solo guitar with no band.
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Bill Evans and Eddie Gomez 1974
“Are You All the Things”, Intuition
Evans's own melody on the tune's chords, played as a piano and bass duo.
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Dave Brubeck with Lee Konitz and Anthony Braxton 1974
All the Things We Are
The album title puns on the tune.
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Keith Jarrett Trio 1983
Standards, Vol. 1
The first studio sessions of Jarrett's trio with Gary Peacock and Jack DeJohnette, who went on to play standards together for three decades.
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Pat Metheny (with Dave Holland & Roy Haynes) 1989
Question and Answer
A straight-ahead trio date with Dave Holland and Roy Haynes, away from the sound of his own group, recorded in a single day.
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Tony Bennett & Bill Charlap 2015
The Silver Lining: The Songs of Jerome Kern
Bennett in his late 80s, with Bill Charlap's piano alone, opening an album of Kern songs.
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Ethan Iverson Quartet with Tom Harrell 2017
Common Practice
From an album of standards recorded live at the Village Vanguard, with trumpeter Tom Harrell.
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Tigran Hamasyan with Mark Turner 2021
StandArt
A duo for piano and tenor saxophone from Hamasyan's album of standards.