Jazz Changes

Count Basie, Jerry Livingston and Mack David · Written 1938 · First recorded by the Count Basie Orchestra for Decca

Blue and Sentimental

Count Basie, Jerry Livingston and Mack David wrote it in 1938, and Basie's band recorded it that June. The tune runs 18 , and the first record puts Herschel Evans's tenor saxophone out front. This page runs from that 1938 Decca record to Phil Woods's 1988 session with the Tommy Flanagan trio.

Listen in this order

The path starts with the 1938 Basie record, then hears Nat King Cole's trio and Dizzy Gillespie with Don Byas in Paris. It goes on to Oscar Peterson's quartet, Ike Quebec's long tenor saxophone ballad, a live Basie band in 1969, Ella Fitzgerald with Joe Pass and a Phil Woods quartet.

8 recordings, 1938 to 1988 · Play all 8 on YouTube ↗

  1. Count Basie1938
  2. The King Cole Trio1947
  3. Dizzy Gillespie Sextet1952
  4. Oscar Peterson Quartet1955 · Bebop
  5. Ike Quebec1961 · Cool jazz
  6. Count Basie1969 · Big band
  7. Ella Fitzgerald and Joe Pass1983 · Vocal
  8. Phil Woods with the Tommy Flanagan Trio1988 · Cool jazz

Step 1 of 8 Now playing✓ Heard

Hear the song as first recorded

Count Basie and His Orchestra · 1938

Decca 78 rpm single

Count Basie's orchestra recorded it for Decca in New York on June 6, 1938, in an arrangement by Eddie Durham. It began as a feature for Herschel Evans's tenor saxophone, and Lester Young plays clarinet on it.

E♭ major · ballad · The original 1938 Decca record

Listen for
Basie's piano opens, and Herschel Evans plays the tune on tenor saxophone. A muted trumpet and Lester Young's clarinet take short solos before Evans comes back to finish.
Try it on your instrument

Play 1 to 4 of the chart slowly: , then , F9 B♭13, and . Hum the tune over them; alone are fine.

Step 2 of 8 Now playing✓ Heard

Hear the song from a small trio

The King Cole Trio · 1947

The Complete Capitol Recordings of the Nat King Cole Trio

Nat King Cole's trio recorded it in New York on November 24, 1947, with Irving Ashby on guitar and Johnny Miller on bass. jazzdisco.org lists the 1991 Mosaic box set as the issue of this take.

Piano, guitar and bass trio

Listen for
Cole's trio plays it in 2 minutes 35 seconds, with a piano, a guitar and a bass. With so few players, the tune and the under it are easy to follow.
Try it on your instrument

Play 5 to 8 of the chart: , then , F9 B♭13, and E♭9. If that is too much, play only the first of each bar.

Step 3 of 8 Now playing✓ Heard

Hear a trumpet and a tenor saxophone together

Dizzy Gillespie Sextet · 1952

Blue Star single 257

Dizzy Gillespie's sextet recorded it at the Theatre des Champs-Elysees in Paris on March 25, 1952, with Don Byas on tenor saxophone. It came out on the French Blue Star label, on a single with Moon Nocturne.

Trumpet and tenor in Paris

Listen for
Gillespie plays trumpet and Don Byas plays tenor saxophone, with piano, bass, drums and a conga drum behind them. The whole track runs 2 minutes 43 seconds.
Try it on your instrument

Play 9 to 12 of the chart, the short B part, one bar at a time: , then , A♭6 A°7, and E♭6/B♭ B♭7. If the names are new, play just the lowest note of each.

Step 4 of 8 Now playing✓ Heard

Hear a piano-led quartet with a guitar

Oscar Peterson Quartet · 1955 · Bebop

Oscar Peterson Plays Count Basie

Oscar Peterson recorded it in Los Angeles on December 27, 1955, in a quartet with Herb Ellis, Ray Brown and Buddy Rich. It is on Oscar Peterson Plays Count Basie, a Clef album issued in 1956.

Piano quartet with guitar

Listen for
Peterson's piano leads, with Herb Ellis on guitar, Ray Brown on bass and Buddy Rich on drums. At 2 minutes 26 seconds it is the shortest track on the path.
Try it on your instrument

Play 1 to 4 of the chart one at a time: , , F9 B♭13, then . Then play them again a little faster.

Step 5 of 8 Now playing✓ Heard

Hear one saxophone take its time with the song

Ike Quebec · 1961 · Cool jazz

Blue & Sentimental

Ike Quebec recorded it at Van Gelder Studio in December 1961 with Grant Green on guitar, Paul Chambers on bass and Philly Joe Jones on drums. Blue Note issued it in 1962 on the album Blue & Sentimental.

Long tenor saxophone ballad

Listen for
Quebec's tenor saxophone leads for 7 minutes 26 seconds, the longest track on the path, with Grant Green on guitar, Paul Chambers on bass and Philly Joe Jones on drums.
Try it on your instrument

Loop 1 and 2 of the chart slowly: , then . Keep the loop steady for a minute, then play the record and compare the pace.

Step 6 of 8 Now playing✓ Heard

Hear a big band return to the song

Count Basie and His Orchestra · 1969 · Big band, Swing

Standing Ovation

Count Basie's orchestra played it live at the Tropicana Hotel in Las Vegas on January 28 to 30, 1969, in an arrangement by Sammy Nestico. Harry Edison, who was on the 1938 record, solos on muted trumpet.

Live big band

Listen for
Sammy Nestico's arrangement lets the whole saxophone section pay tribute to Herschel Evans's 1938 tenor solo, and Harry Edison solos on muted trumpet. The live track runs 4 minutes 27 seconds.
Try it on your instrument

Play 13 to 18 of the chart, the last section, one at a time: , , F9 B♭13, C9, F9 B♭13, and .

Step 7 of 8 Now playing✓ Heard

Hear a voice with only a guitar

Ella Fitzgerald and Joe Pass · 1983 · Vocal

Speak Love

Ella Fitzgerald recorded it with guitarist Joe Pass in March 1983 for her Pablo album Speak Love, produced by Norman Granz.

Voice and guitar

Listen for
Fitzgerald sings with only Joe Pass's guitar behind her, in 3 minutes 3 seconds. With so few players, the voice and the tune stand out.
Try it on your instrument

Play the last of each half of the A part: in bar 4, and E♭9 in bar 8. Hum the tune's ending over each one.

Step 8 of 8 Now playing✓ Heard

Hear a leader with a piano trio

Phil Woods with the Tommy Flanagan Trio · 1988 · Cool jazz

Here's to My Lady

Phil Woods recorded it at RCA Studio A in New York on December 20 and 21, 1988, with the Tommy Flanagan trio. Chesky issued it on Here's to My Lady in 1989.

Quartet led by Phil Woods

Listen for
Phil Woods leads a quartet with Tommy Flanagan on piano, George Mraz on bass and Kenny Washington on drums. The track runs 5 minutes 7 seconds.
Try it on your instrument

Play the whole chart once, slowly, one to a bar where there is one chord and two beats each where there are two. If that is too much, stay with the A part, bars 1 to 8.

Through the decades

  1. 1930s

    Count Basie, Jerry Livingston and Mack David write it in 1938. Basie's orchestra records it for Decca on June 6, with Herschel Evans on tenor saxophone and Lester Young on clarinet.

  2. 1940s

    Don Byas's all-star quartet, with Johnny Guarnieri on piano, makes a 78 rpm record of it in 1945. The King Cole Trio, with Irving Ashby on guitar and Johnny Miller on bass, records it in New York on November 24, 1947.

  3. 1950s

    Dizzy Gillespie's sextet, with Don Byas on tenor saxophone, plays it in Paris in March 1952. Oscar Peterson's quartet, with Herb Ellis on guitar, records it in December 1955 for an album of Count Basie tunes.

  4. 1960s

    Ike Quebec records it in December 1961 with Grant Green on guitar, and Blue Note issues it in 1962 on the album Blue & Sentimental. Count Basie's band plays it live in Las Vegas in January 1969.

  5. 1980s

    Ella Fitzgerald sings it with guitarist Joe Pass in March 1983 on Speak Love, for Pablo. Phil Woods plays it with the Tommy Flanagan trio in December 1988 for Chesky.

  6. 1990s

    Archie Shepp's quartet, with John Hicks on piano, records it in New York in November 1995 for the Japanese label Venus. Teddy Edwards and Houston Person play it as two tenor saxophonists in November 1996.

More great versions

2 more, from 1954 to 1968. Tap a cover to play it here.

  1. Ruby Braff Quartet1954 · Early jazz
  2. Illinois Jacquet1968 · Latin jazz

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
18 barsA · B · C form
E♭ majorkey centers

The chart runs 18 and stays in . A (bars 1 to 8) opens with in bar 1, then in bars 2 and 3, and in bar 4. Bars 5 to 7 repeat bars 1 to 3, and bar 8 is E♭9. B (bars 9 to 12) is , B♭7 E♭9, A♭6 A°7, then E♭6/B♭ C7 Fm7 B♭7. C (bars 13 to 18) starts like A with E♭maj7 D♭7 C9 G♭9, F9 B♭13 and F9 B♭13, then runs E♭9 C9, F9 B♭13 and a last bar of Fm7 B♭7. The 1938 record, as transcribed by Jazz at Lincoln Center, plays the form with a rubato four-bar introduction and then repeats it for each .

Play the changes

E♭ major
Open in iReal Pro ↗
A8 bars
E♭maj7D♭7C9G♭9
F9B♭13
F9B♭13
Gm7C7Fm7B♭7
E♭maj7D♭7C9G♭9
F9B♭13
F9B♭13
E♭9B♭m7E♭9
B4 bars
A♭6A°7
E♭6/B♭B♭7E♭9
A♭6A°7
E♭6/B♭C7Fm7B♭7
C6 bars
E♭maj7D♭7C9G♭9
F9B♭13
F9B♭13
E♭9D9D♭9C9
F9B♭13
E♭6Fm7B♭7

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

More like this: Swing era · Ballads · Jazz musicians' own tunes

Players here, through other tunes: Count Basie · Harry Edison · Freddie Green · Lester Young · Buck Clayton · Walter Page · Jo Jones · Nat King Cole · Irving Ashby · Johnny Miller · Dizzy Gillespie · Don Byas