Jazz Changes

Irving Berlin, music and lyrics · Written in 1925 as a wedding gift for Ellin Mackay

Always

Irving Berlin wrote this waltz in 1925 as a wedding gift for Ellin Mackay, whom he married in 1926. Ella Fitzgerald, Sarah Vaughan with Billy Eckstine, and Oscar Peterson each recorded it for an album of Berlin songs. This page runs from Benny Goodman's 1935 band to a 1995 duet by Ruby Braff and Roger Kellaway.

Listen in this order

The path starts with Benny Goodman's 1935 band and Ella Fitzgerald's sung version, then moves through two piano trios, a vibraphone quartet and a baritone sax quintet from Stockholm. It ends with a Bill Evans trio and a cornet and piano duet.

8 recordings, 1935 to 1995 · Play all 8 on YouTube ↗

  1. Benny Goodman1935
  2. The Dave Brubeck Trio1950 · Cool jazz
  3. Oscar Peterson Trio1952
  4. The Lionel Hampton Quartet1953 · Bebop
  5. Lars Gullin Quintet1956
  6. Ella Fitzgerald1958 · Big band
  7. Bill Evans Trio1963 · Post-bop
  8. Ruby Braff & Roger Kellaway1995 · Bebop

Step 1 of 8 Now playing✓ Heard

Hear the song as a 1935 dance-band record

Benny Goodman and His Orchestra · 1935

Always

Benny Goodman's orchestra recorded it in New York on April 19, 1935. Victor issued the record, number 25024, that May.

Listen for
Goodman is the bandleader and plays clarinet on this session. Victor's ledger files the tune as a waltz, so try counting the beats in threes.
Try it on your instrument

Play the ( 1–8) with three beats to a bar: , , Fmaj7, F6, , , Fmaj7, C7. Count the waltz slowly and keep it steady.

Step 2 of 8 Now playing✓ Heard

Hear the song with its singer

Ella Fitzgerald · 1958 · Big band, Swing

Ella Fitzgerald Sings the Irving Berlin Song Book

Ella Fitzgerald recorded it in March 1958 for her Irving Berlin songbook, with Paul Weston arranging and conducting his orchestra. Verve issued the album as a two-record set.

Listen for
Ella sings the melody over Paul Weston's orchestra. The track runs just over three minutes.
Try it on your instrument

Sing or hum the tune along with Ella. Then play the of 1–4 (, , Fmaj7, F6) under your voice, one chord per bar.

Step 3 of 8 Now playing✓ Heard

Meet the song in a piano trio

The Dave Brubeck Trio · 1950 · Cool jazz

Distinctive Rhythm Instrumentals

Dave Brubeck's trio recorded it in San Francisco in November 1950. Fantasy issued it as a single and then on the trio album Distinctive Rhythm Instrumentals.

Listen for
A trio of piano, bass and drums plays the tune in under three minutes, with little else in the way. Notice which instrument carries the melody.
Try it on your instrument

Play the ( 9–16) slowly: , , , , , , , . The Amaj7 in bar 11 is the first outside .

Step 4 of 8 Now playing✓ Heard

Hear a piano trio with a guitar

Oscar Peterson Trio · 1952

Oscar Peterson Plays Irving Berlin

Oscar Peterson recorded it in Los Angeles in early December 1952 with Barney Kessel and Ray Brown. It came out in 1953 on Oscar Peterson Plays Irving Berlin.

Listen for
The trio is piano, guitar and bass, so Kessel's guitar and Brown's bass fill the space under Peterson's piano. The track runs 2:50.
Try it on your instrument

Play the of the ( 17–24) in time: , , Fmaj7, then , and in bar 20, for two bars, and for two. Bar 20 steps down one chord at a time.

Step 5 of 8 Now playing✓ Heard

Hear a long version with room to play

The Lionel Hampton Quartet · 1953 · Bebop

The Lionel Hampton Quartet

Lionel Hampton's quartet recorded it in New York on September 2, 1953, with Oscar Peterson, Ray Brown and Buddy Rich. Clef issued it on The Lionel Hampton Quartet in 1954.

Listen for
At nearly eight minutes, this is the longest track on the path. Hampton plays vibes and Peterson piano, with Ray Brown on bass and Buddy Rich on drums; pick out which instrument has the tune at the start.
Try it on your instrument

Try the D section ( 25–32) with three beats a bar: , , , , Gm7, , , C7. Soloing over a whole takes more skill; the smaller version is to play only the root of each .

Step 6 of 8 Now playing✓ Heard

Hear it led by a baritone sax

Lars Gullin Quintet · 1956

Lars Gullin Quintet

Lars Gullin led a quintet on baritone sax in Stockholm on April 25, 1956. Metronome issued the track in 1957, and it also appears on the album Lars Gullin Swings.

Listen for
Gullin leads on baritone sax, with Åke Persson's trombone alongside. The track runs just over six minutes.
Try it on your instrument

Play only the roots of the ( 1–8) on a bass or with your left hand: F, F, F, F, G, C, F, C. This is the smallest version; add the full chords when it feels easy.

Step 7 of 8 Now playing✓ Heard

Hear how a trio plays together

Bill Evans Trio · 1963 · Post-bop

Trio 64

Bill Evans recorded it with Gary Peacock and Paul Motian in New York on December 18, 1963. It appeared in 1964 on Trio 64, Peacock's only record with Evans and Motian's last with him.

Listen for
Evans plays piano with Gary Peacock on bass and Paul Motian on drums. Follow the bass for one pass through the tune and the piano for the next.
Try it on your instrument

Play the ( 1–8) with one per bar: , , Fmaj7, F6, , , Fmaj7, C7. Keep the left hand quiet so the melody on top leads.

Step 8 of 8 Now playing✓ Heard

Hear it as a duet

Ruby Braff & Roger Kellaway · 1995 · Bebop, Early jazz

Inside & Out

Cornetist Ruby Braff and pianist Roger Kellaway recorded this duet in September 1995 at Fantasy Studios in Berkeley. Concord issued it on Inside & Out in February 1996.

Listen for
Only two players, Ruby Braff on cornet and Roger Kellaway on piano, share almost seven minutes. With no bass or drums, every sound comes from those two.
Try it on your instrument

Play the tune with a friend: one plays the melody, the other the of the ( 1–8), then swap. On your own, play just the chords in time first.

Through the decades

  1. 1920s

    Berlin writes the song in 1925 as a wedding gift for Ellin Mackay, and they marry in January 1926. George Olsen and His Music has a recording of it from 1926.

  2. 1930s

    Benny Goodman's orchestra records it in New York on April 19, 1935. Victor issues it as record 25024 that May.

  3. 1940s

    Kai's Krazy Kats, a small New York group with Stan Getz on tenor sax, record it in 1945. Frank Sinatra records it in 1947 with Axel Stordahl arranging and conducting.

  4. 1950s

    Oscar Peterson's trio records it for an Irving Berlin album in 1952, and Lionel Hampton's quartet plays it for nearly eight minutes in 1953. Ella Fitzgerald sings it in March 1958 for her Berlin songbook.

  5. 1960s

    Bill Evans records it with Gary Peacock and Paul Motian in December 1963. Hank Garland's guitar quartet, with Gary Burton, Joe Benjamin and Joe Morello, has it on a record first issued in 1961.

  6. 1990s

    Kenny Rankin sings it on a 1991 album, and in 1995 cornetist Ruby Braff and pianist Roger Kellaway record it as a duo.

More great versions

5 more, from 1945 to 1991. Tap a cover to play it here.

  1. Kai's Krazy Kats1945
  2. Frank Sinatra1947
  3. Sarah Vaughan & Billy Eckstine1957
  4. Hank Garland1961
  5. Kenny Rankin1991 · Vocal

For players

The tune's layout, its keys and the chord chart, for anyone who wants to play along.

Show the form and chords

How the tune works

F majorusual key
32 barsA · B · C · D form
F major → A major → F majorkey centers

Four sections, A to D, run straight through with no repeated section. A begins on and , then and lead back to Fmaj7 in bar 7, and C7 in bar 8 points to the next section. B opens the same way, then bars 11 to 14 move into with , , and , and and C7 in bars 15 and 16 bring the music back to F. C starts on Fmaj7 and F6 again; bar 20 steps down through , E7 and , lasts two bars, and Gm7 lasts two. D runs Gm7, E♭7, Fmaj7, , Gm7 and C7, then F6 in bar 31 and C7 in bar 32 to turn back to the top. The follow the iReal Pro chart; players often vary them.

Play the changes

F major
Open in iReal Pro ↗
A8 bars
Fmaj7
F6
Fmaj7
F6
Gm7
C7
Fmaj7
C7
B8 bars
Fmaj7
F6
Amaj7
F♯m7
Bm7
E7
A7
C7
C8 bars
Fmaj7
F6
Fmaj7
F7E7E♭7
D7
D7
Gm7
Gm7
D8 bars
Gm7
E♭7
Fmaj7
G7
Gm7
C7
F6
C7

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

More like this: Tin Pan Alley

Players here, through other tunes: Oscar Peterson · Ray Brown · Benny Goodman · Ella Fitzgerald · Dave Brubeck · Ron Crotty · Cal Tjader · Barney Kessel · Lionel Hampton · Buddy Rich · Bill Evans · Gary Peacock