Jazz Changes

Herman Hupfeld, music and lyrics · Introduced in the Broadway revue Everybody's Welcome, 1931

As Time Goes By

Herman Hupfeld wrote this song in 1931 for the Broadway revue Everybody's Welcome. Singers and jazz players, from Billie Holiday to Dexter Gordon and Chet Baker, have kept recording it. Dooley Wilson sang it at the piano as Sam in the 1942 film Casablanca.

Listen in this order

The path starts with Rudy Vallée's 1931 record and Billie Holiday with a small band in 1944. It then moves through a piano trio, two pianists, Frank Sinatra with an orchestra, another trio, a nearly nine-minute version by tenor saxophonist Dexter Gordon and, last, a quartet led by trumpeter Chet Baker.

8 recordings, 1931 to 1986 · Play all 8 on YouTube ↗

  1. Rudy Vallée and His Connecticut Yankees1931
  2. Billie Holiday with Eddie Heywood1944
  3. Teddy Wilson Trio1956 · Swing
  4. Bob Brookmeyer and Bill Evans1959
  5. Frank Sinatra1961 · Big band
  6. Erroll Garner Trio1964
  7. Dexter Gordon Quartet1978 · Post-bop
  8. Chet Baker Quartet1986

Step 1 of 8 Now playing✓ Heard

Start with a record from 1931

Rudy Vallée and His Connecticut Yankees · 1931

Begging for Love / As Time Goes By

Rudy Vallée and His Connecticut Yankees recorded the song for Victor on July 25, 1931, before the Broadway revue it came from opened. After the film Casablanca made it famous, his record was reissued, and according to JazzStandards.com it spent four weeks at number one on Your Hit Parade.

Listen for
Rudy Vallée sings with his band, and the whole record runs 3:35. Dexter Gordon's version later on the path runs almost nine minutes, so this is the song at its most compact.
Try it on your instrument

Play 1 to 4 of the in E♭ as : and in bar 1, the same in bar 2, with in bar 3, then E♭maj7 in bar 4. Add the melody over them if you can.

Step 2 of 8 Now playing✓ Heard

Hear a jazz singer with a small band

Billie Holiday with Eddie Heywood and His Orchestra · 1944

Embraceable You / As Time Goes By

Billie Holiday recorded the song in New York on April 1, 1944, with Eddie Heywood and his orchestra, for Commodore. According to JazzStandards.com, Commodore owner Milt Gabler had her record it after the success of Casablanca.

Listen for
Billie Holiday sings, with a trumpet, a trombone and an alto saxophone behind her and piano, bass and drums underneath. The record runs 3:14.
Try it on your instrument

Play 5 to 8 of the first in E♭ as : with in bar 5, with in bar 6, with Fm7 in bar 7, then with in bar 8, which leads back to the top.

Step 3 of 8 Now playing✓ Heard

Hear the song as a piano trio

Teddy Wilson Trio · 1956 · Swing

I Got Rhythm

Teddy Wilson recorded the song in Chicago on March 5, 1956, with bassist Gene Ramey and drummer Jo Jones. It came out in 1957 on the Verve album I Got Rhythm.

Listen for
Teddy Wilson plays piano with bass and drums as the only other instruments. At 3:07 it is a little shorter than the 1931 record.
Try it on your instrument

Play the melody with your right hand and one per with your left, using the first chord of each bar for bars 1 to 8: , Fm7, , E♭maj7, , Fm7, E♭maj7, .

Step 4 of 8 Now playing✓ Heard

Hear the song on two pianos

Bob Brookmeyer and Bill Evans · 1959

The Ivory Hunters

Bob Brookmeyer and Bill Evans recorded the song at Olmsted Sound Studios in New York on March 12, 1959, both on piano, with Percy Heath on bass and Connie Kay on drums. It came out the same year on The Ivory Hunters.

Listen for
Two pianists play together here, Bob Brookmeyer and Bill Evans, with bass and drums behind them. At 6:56 the record runs about twice as long as the 1944 and 1956 versions.
Try it on your instrument

Play the eight of the in E♭ as , one per bar until the last two: , , , , , , then Fm7 with C7♭9, and Fm7 with and .

Step 5 of 8 Now playing✓ Heard

Hear a singer with an orchestra

Frank Sinatra · 1961 · Big band, Swing

Point of No Return

Frank Sinatra recorded the song at Capitol Studio A in Hollywood on September 11 or 12, 1961, with Axel Stordahl conducting. It came out in March 1962 on his album Point of No Return.

B♭ major

Listen for
Frank Sinatra sings with an orchestra conducted by Axel Stordahl, and the record runs 3:18.
Try it on your instrument

Wikipedia gives Sinatra's as , so try 1 to 4 there: and in bars 1 and 2, with in bar 3, then B♭maj7 in bar 4. If transposing is too much, play the same bars in E♭ as in the first step.

Step 6 of 8 Now playing✓ Heard

Hear it on a movie-songs album

Erroll Garner Trio · 1964

Now Playing! Erroll Garner - A Night at the Movies

Erroll Garner recorded the song in New York on August 5, 1964, with bassist Eddie Calhoun and drummer Kelly Martin. It came out in 1965 on MGM, on the album Now Playing! A Night at the Movies.

Listen for
Erroll Garner's trio is piano, bass and drums, and at 2:52 this is the shortest record on the path.
Try it on your instrument

Play the last four of the form, bars 29 to 32, as : with , with , with , then with C7♭9. Hold the last chord and listen for the song to settle.

Step 7 of 8 Now playing✓ Heard

Hear a tenor saxophone take its time

Dexter Gordon Quartet · 1978 · Post-bop

Manhattan Symphonie

Dexter Gordon recorded the song in New York on May 4, 1978, with pianist George Cables, bassist Rufus Reid and drummer Eddie Gladden. It came out that year on Columbia's Manhattan Symphonie.

Listen for
Dexter Gordon plays tenor saxophone with piano, bass and drums, and the record runs nearly nine minutes. Compare that with the three-minute records earlier on the path.
Try it on your instrument

Soloing over these changes takes real practice. The smaller version: play the of the first slowly, and over each chord hold one note from it for a whole .

Step 8 of 8 Now playing✓ Heard

Hear a trumpet quartet

Chet Baker Quartet · 1986

As Time Goes By

Chet Baker's quartet recorded the song in Monster, Holland, in December 1986, with pianist Harold Danko, bassist Jon Burr and drummer Ben Riley. The album named after the song came out on Timeless in 1990.

Listen for
Chet Baker plays trumpet in a quartet with piano, bass and drums, and the record runs 6:50. That sits between the three-minute records and Dexter Gordon's nearly nine minutes.
Try it on your instrument

Play the two endings of the first and hear how they differ. The first time, 7 and 8 are with , then with . The second time, bars 15 and 16 are E♭maj7, then with , which leads into the .

Through the decades

  1. 1930s

    Herman Hupfeld writes the song for the Broadway revue Everybody's Welcome in 1931. Rudy Vallée records it for Victor that July, before the show opens.

  2. 1940s

    Dooley Wilson sings it as Sam in the film Casablanca in 1942. Billie Holiday records it for Commodore in New York in 1944.

  3. 1950s

    Woody Herman sings it with Erroll Garner's trio in Detroit in 1954. Teddy Wilson's trio records it in Chicago in 1956.

  4. 1960s

    Frank Sinatra records it in Hollywood in 1961 with Axel Stordahl conducting. Erroll Garner's trio plays it in New York in 1964.

  5. 1970s

    Ella Fitzgerald sings it live in Budapest in 1970. Dexter Gordon records it in New York in 1978, and his quartet plays it live in San Francisco in 1979.

  6. 1980s

    Chet Baker's quartet records it in Holland in December 1986, with Harold Danko on piano. It gives its name to the album that Timeless issues in 1990.

  7. 1990s

    Bryan Ferry releases a studio album named As Time Goes By on Virgin in October 1999.

More great versions

6 more, from 1942 to 1999. Tap a cover to play it here.

  1. Dooley Wilson1942
  2. Erroll Garner Trio with Woody Herman1954
  3. Ella Fitzgerald1970
  4. Tony Bennett1975 · Vocal
  5. Dexter Gordon Quartet1979
  6. Bryan Ferry1999 · Easy listening

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

E♭ majorusual key
32 barsA · A · B · A form
E♭ major → A♭ major to F minor → E♭ majorkey centers

Four sections of eight run A, A, B, A. A opens with and sharing bar 1 and again bar 2, then with in bar 3 and E♭maj7 in bar 4. Bar 5 is with and bar 6 is Fm7 with B♭7. Bars 7 and 8 differ between the two : the first time they are E♭maj7 with Fm7, then with , which sends you back to the top; the second time (bars 15 and 16) they are E♭maj7, then with , which leads into B. B starts on in bar 17, then C7♭9, Fm7, F♯°7, and F7 in bars 18 to 22, Fm7 with C7♭9 in bar 23, and Fm7 with B♭7 and in bar 24. The last A repeats the opening for four bars, then runs F7 with F♯°7 in bar 29, Gm7 with C7♭9 in bar 30, Fm7 with B♭7 in bar 31, and with C7♭9 in bar 32. The follow the iReal Pro chart, in E♭; players vary them.

Play the changes

E♭ major
Open in iReal Pro ↗
A10 bars
Fm7B♭7
Fm7B♭7
E♭maj7B♭7♯5
E♭maj7
F7F♯°7
Fm7B♭7
1.E♭maj7Fm7
Gm7C7♭9
2.E♭maj7
B♭m7E♭7
B8 bars
A♭maj7
C7♭9
Fm7
F♯°7
Cm7
F7
Fm7C7♭9
Fm7B♭7C7
A8 bars
Fm7B♭7
Fm7B♭7
E♭maj7B♭7♯5
E♭maj7
F7F♯°7
Gm7C7♭9
Fm7B♭7
E♭6C7♭9

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

More like this: Ballads · Broadway

Players here, through other tunes: Erroll Garner · Dexter Gordon · George Cables · Billie Holiday · Vic Dickenson · Eddie Heywood · John Simmons · Teddy Wilson · Gene Ramey · Jo Jones · Bob Brookmeyer · Bill Evans