Jazz Changes

Matt Dennis, music · Earl Brent, lyrics · Introduced by Dennis in the 1953 film Jennifer

Angel Eyes

Angel Eyes is a 1946 ballad with music by Matt Dennis and lyrics by Earl Brent. Its A sections stay in C minor, while the bridge moves through A♭ and G. Frank Sinatra, Ella Fitzgerald, Chet Baker and Dave Brubeck all recorded it, and Dennis sang it in Jennifer.

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

Listen in this order

Start with Sinatra's vocal, then follow the song through a piano trio, a tenor and organ quintet, a live club trio, an alto saxophone with piano and with guitar, a modern trio and a trombone and alto quintet. Each step shows another way to play the same 32 bars.

8 recordings, 1957 to 1983 · Play all 8 on YouTube ↗

  1. Ray Bryant Trio1957 · Bebop
  2. Frank Sinatra1958 · Vocal
  3. Gene Ammons Quintet1960 · Bebop
  4. Ahmad Jamal Trio1961
  5. The Dave Brubeck Quartet1962 · Bebop
  6. Paul Desmond featuring Jim Hall1964 · Cool jazz
  7. Bill Watrous Quintet with Art Pepper1979 · Cool jazz
  8. Tommy Flanagan, Ron Carter and Tony Williams1983

Step 1 of 8 Now playing✓ Heard

Learn the song

Frank Sinatra · 1958 · Vocal

Frank Sinatra Sings for Only the Lonely

Listen for
Sinatra sings with a studio orchestra, and the track runs 3:42. Follow the sung line through the AABA form and mark where the bridge begins.
Try this
Play the A-section chords from the chart in any comfortable key, one chord per bar, and hum the tune over them. The recording's key is not documented, so a match by ear is optional.

Step 2 of 8 Now playing✓ Heard

Hear the tune as a piano trio

Ray Bryant Trio · 1957 · Bebop

Ray Bryant Trio

Listen for
The track runs 3:20 with piano, bass and drums. Follow the piano through the form and count the bars in groups of eight.
Try this
Play along with the recording and tap four beats per bar. Count to 32 for each time through and call out the bridge when it starts.

Step 3 of 8 Now playing✓ Heard

Hear how many times the form goes around

Gene Ammons Quintet · 1960 · Bebop, Soul jazz

Angel Eyes

Listen for
The take runs 8:47 with tenor saxophone, organ, bass and drums. Count how many times the 32-bar form goes around and where the sound changes from one chorus to the next.
Try this
Count the bars in groups of eight and write a number for each time through the form. If that is easy, mark which choruses start the bridge section.

Step 4 of 8 Now playing✓ Heard

Hear a live trio

Ahmad Jamal Trio · 1961

All of You

Listen for
The track runs 4:16 and comes from a club recording. Follow the bass and the drums separately from the piano for one full time through the form.
Try this
Play the bridge chords from the chart, one chord per bar and slowly, without the recording. Then play the recording and mark where the bridge starts.

Step 5 of 8 Now playing✓ Heard

Hear alto saxophone with piano

The Dave Brubeck Quartet · 1962 · Bebop, Cool jazz

Angel Eyes

Listen for
The track runs 7:23 with alto saxophone, piano, bass and drums. Follow the alto saxophone and the piano in turn and note how each time through the form begins.
Try this
Play the last four bars of the bridge from the chart, C♯m7 to F♯7 and then Dm7 to G7, slowly. Then listen for how the bridge leads back to the final A section.

Step 6 of 8 Now playing✓ Heard

Hear alto saxophone with guitar

Paul Desmond featuring Jim Hall · 1964 · Cool jazz

Glad to Be Unhappy

Listen for
The track runs 6:18 and has alto saxophone and guitar with bass and drums. Follow the guitar's chords behind the alto line through one A section.
Try this
Play the first four bars of the A section, Cm, Cm, Cm and Dm7♭5 to G7♭9, as slow block chords. If that is easy, play only the root and the third of each chord.

Step 7 of 8 Now playing✓ Heard

Hear a modern piano trio

Tommy Flanagan, Ron Carter and Tony Williams · 1983

The Master Trio

A minor

Listen for
The track runs 5:50 with piano, bass and drums, and the key is A minor. Follow the bass line under the piano through the first A section.
Try this
The chart is in C minor, so move it down a minor third to A minor before playing along. Transposing is the hard part, so a smaller version is to hold an A minor chord for the first bar and listen to the rest.

Step 8 of 8 Now playing✓ Heard

Hear trombone and alto saxophone together

Bill Watrous Quintet with Art Pepper · 1979 · Cool jazz, Contemporary jazz

Funk'n Fun

Listen for
The track runs 6:47 with trombone, alto saxophone, piano, bass and drums. List which horn you hear in each chorus as you follow the form.
Try this
Number the choruses on paper as you listen and note which instrument plays each one. No playing is needed for this step.

More great versions

3 more, from 1954 to 1959. Tap a cover to play it here.

  1. Matt Dennis1954 · Vocal
  2. Kenny Dorham Quintet1958
  3. Chet Baker With Fifty Italian Strings1959

How the tune works

C minorusual key
32 barsA · A · B · A form
C minor → A♭ major → G major → B major → C minorkey centers

Each eight-bar A section stays in C minor. The first bar moves from Cm through D7 to D♭7, bar 2 goes to A♭7, bar 3 uses Am7♭5, and bar 4 runs Dm7♭5 to G7♭9. The second half repeats the opening, then goes through A7alt and A♭7 to G7♭9 and a closing Cm. The bridge opens in A♭ major with B♭m7 to E♭7 and A♭maj7 to F7, repeats B♭m7 to E♭7 and A♭maj7, then moves to G major through Am7, D7 and Gmaj7. C♯m7 to F♯7 touches B major for one bar, and Dm7 to G7 returns to C minor for the last A. These key areas follow the iReal Pro chart and leave out passing chords.

Play the changes

C minor
Open in iReal Pro ↗
A8 bars
CmD7D♭7
CmA♭7
CmAm7♭5
Dm7♭5G7♭9
CmD7D♭7
CmA7alt
A♭7G7♭9
Cm
B8 bars
B♭m7E♭7
A♭maj7F7
B♭m7E♭7
A♭maj7
Am7D7
Gmaj7
C♯m7F♯7
Dm7G7
A8 bars
CmD7D♭7
CmA♭7
CmAm7♭5
Dm7♭5G7♭9
CmD7D♭7
CmA7alt
A♭7G7♭9
Cm

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