Jazz Changes

Jimmy Van Heusen, music · Johnny Burke, lyrics · Introduced by Bing Crosby in the film Road to Rio

But Beautiful

But Beautiful is a 1947 ballad by Jimmy Van Heusen and Johnny Burke. Bing Crosby sang it in the film Road to Rio, and Frank Sinatra's version was a 1948 hit. Jazz singers and players keep returning to it, from Billie Holiday to Bill Evans and Samara Joy.

Listen in this order

The path starts with Bing Crosby's 1947 record from the film, then a trumpet and harp ballad, a Billie Holiday vocal with strings and Freddie Hubbard's quintet. Two Bill Evans pairings follow, then a solo piano version and a 2020 voice and guitar recording.

8 recordings, 1947 to 2020 · Play all 8 on YouTube ↗

  1. Bing Crosby with Victor Young1947
  2. Kenny Dorham1957 · Bebop
  3. Billie Holiday with Ray Ellis1958 · Big band
  4. Freddie Hubbard1960 · Hard bop
  5. Stan Getz and Bill Evans1964 · Post-bop
  6. Tony Bennett and Bill Evans1975 · Vocal
  7. Chick Corea1999 · Contemporary jazz
  8. Samara Joy with Pasquale Grasso2020 · Cool jazz

Step 1 of 8 Now playing✓ Heard

Learn the song

Bing Crosby with Victor Young and His Orchestra · 1947

Selections from Road to Rio

Bing Crosby sang the song in the Paramount film Road to Rio, released in December 1947. He recorded it for Decca on November 13, 1947, with Victor Young and His Orchestra.

Listen for
Crosby leads on vocals with the orchestra behind him, and the record runs only 2:46, a short way to learn the tune.
Try it on your instrument

Play 1 to 4 of the A part at a slow ballad tempo: , then and (two beats each), , then and (two beats each). Smaller version: play only Gmaj7 for bar 1 and Am7 for bar 3.

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Hear it without words

Kenny Dorham · 1957 · Bebop

Jazz Contrasts

Kenny Dorham recorded it in New York in May 1957 for the Riverside album Jazz Contrasts. Riverside also put it out as a single that year, and Milestone named a 1976 LP after it.

Listen for
Dorham's trumpet leads, with a harp, piano, bass and drums behind him. The track runs 2:41.
Try it on your instrument

Play the B part ( 9 to 16) with the melody: , , D7, , Em7, , Am7, D7. In bars 9 and 10 the bass note steps down from D to C to B, so try those three notes alone first.

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Hear it slow

Billie Holiday with Ray Ellis and His Orchestra · 1958 · Big band

Lady in Satin

Billie Holiday recorded it in New York on February 19 and 20, 1958, with Ray Ellis conducting an orchestra with strings. It is on her Columbia album Lady in Satin.

Listen for
Holiday sings with an orchestra that has strings and a small group of voices behind her. The record runs 4:31, nearly two minutes longer than Crosby's.
Try it on your instrument

Play the C part ( 25 to 32) as written: , , , Em7 , Bm7 , Am7 D7, Em7, Am7 D7. It is the busiest stretch, so start with one per bar and add the second chord once the first feels easy.

Step 4 of 8 Now playing✓ Heard

Hear a band play it

Freddie Hubbard · 1960 · Hard bop, Modal jazz

Open Sesame

Freddie Hubbard recorded it with a quintet at the Van Gelder Studio in Englewood Cliffs, New Jersey, on June 19, 1960. It is on his Blue Note album Open Sesame.

Listen for
Trumpet and tenor sax are the two horns, with piano, bass and drums behind them. At 6:27 the track runs more than twice as long as the Crosby and Dorham records.
Try it on your instrument

Improvising over these takes practice. A smaller version: in the A part, play one long note on the root of each chord, then try the same with the third of each chord, at a slow tempo.

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Hear tenor sax and piano

Stan Getz and Bill Evans · 1964 · Post-bop, Modal jazz

Stan Getz & Bill Evans

Stan Getz and Bill Evans recorded it in New York on May 6, 1964, with Ron Carter on bass and Elvin Jones on drums. It stayed unissued until 1973, when Verve put it on an LP of previously unreleased recordings.

Listen for
Getz's tenor sax and Evans's piano are the two main voices, with Ron Carter on bass and Elvin Jones on drums behind them.
Try it on your instrument

Split the chart with a friend: one person plays the melody and the other plays the through all 32 (A, B, A, C). Smaller version: play just the A part twice.

Step 6 of 8 Now playing✓ Heard

Voice and piano only

Tony Bennett and Bill Evans · 1975 · Vocal

The Tony Bennett / Bill Evans Album

Tony Bennett and Bill Evans recorded it in June 1975 for The Tony Bennett / Bill Evans Album at Fantasy Studios. According to the release notes on Evans's YouTube channel, the producer Helen Keane and an engineer were the only other people in the room.

Listen for
Only two musicians play: Tony Bennett sings and Bill Evans plays piano. The record runs 3:36.
Try it on your instrument

Play it as a duet like this one: sing or hum the melody while you play only the first of each . Run through A, B, A, C once at a ballad tempo.

Step 7 of 8 Now playing✓ Heard

Piano alone

Chick Corea · 1999 · Contemporary jazz

“But Beautiful (Live)”, Solo Piano: Standards

Chick Corea played it alone at the piano in Yokohama, Japan, on November 28, 1999. Stretch Records issued it in 2000 on Solo Piano: Standards (Part Two).

Listen for
One pianist plays alone before a live audience. The track runs 6:17, more than twice as long as the Crosby and Dorham records.
Try it on your instrument

At the piano, play the A part ( 1 to 8) with the roots in your left hand and the chords in your right. Smaller version: play only the roots.

Step 8 of 8 Now playing✓ Heard

A voice today

Samara Joy with Pasquale Grasso · 2020 · Cool jazz

Samara Joy

Samara Joy recorded it with guitarist Pasquale Grasso at Oktaven Audio in Mount Vernon, New York, in October 2020. It is on her debut album, released on Whirlwind Recordings in July 2021.

Listen for
A singer and a guitar: Samara Joy's voice with Pasquale Grasso's guitar. The record runs 5:01.
Try it on your instrument

Hum the melody over the A part ( 1 to 8), then play just the root of each under it.

Through the decades

  1. 1940s

    Frank Sinatra records it for Columbia in August 1947 with Axel Stordahl's orchestra. Bing Crosby sings it in the film Road to Rio and cuts his Decca record that November.

  2. 1950s

    Kenny Dorham plays it with a harp in 1957. Billie Holiday sings it with strings in February 1958, and Nat King Cole records it with Gordon Jenkins's orchestra that May.

  3. 1960s

    Freddie Hubbard's quintet plays it for Blue Note in 1960. Stan Getz and Bill Evans record it in New York in 1964, and Verve does not issue it until 1973.

  4. 1970s

    Bill Evans plays it live at the Village Vanguard in 1974. In 1975 he records it as a duet with Tony Bennett.

  5. 1980s

    Carmen McRae and Betty Carter sing it as a live duet in San Francisco in 1987. Shirley Horn records it with her trio the next year.

  6. 1990s

    Chick Corea plays it alone at the piano in Yokohama in November 1999. Stretch Records issues it in 2000 on Solo Piano: Standards (Part Two).

  7. 2020s

    Samara Joy records it with guitarist Pasquale Grasso in October 2020. It is on her debut album, released in July 2021.

More great versions

6 more, from 1947 to 1988. Tap a cover to play it here.

  1. Frank Sinatra with Axel Stordahl1947
  2. Nat King Cole with Gordon Jenkins' Orchestra1958 · Easy listening
  3. Eddie "Lockjaw" Davis1958
  4. Bill Evans Trio1974 · Contemporary jazz
  5. Carmen McRae and Betty Carter1987
  6. Shirley Horn1988

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

G majorusual key
32 barsA · B · A · C form
G · A m · D · E m · Akeys it moves between

The chart in iReal Pro has four parts of 8 in . A plays twice. Bar 1 is , bar 2 gives and two beats each, and bar 3 is . Bar 4 gives and two beats each, then bar 5 returns to Gmaj7 and bar 6 repeats Bm7♭5 E7♭9. Bars 7 and 8 stay on . B starts on and , so the bass note steps down to and . Bar 11 is Am7 D7, bar 12 is Gmaj7, then bars 13 to 16 run Em7, A7, Am7, D7. The last part, C, opens like B for two bars and then goes its own way: Am7 , Em7 , Bm7 , Am7 D7, Em7 and a closing Am7 D7. Wikipedia describes the form as A-B1-A-B2.

Play the changes

G major
Open in iReal Pro ↗
A8 bars
Gmaj7
Bm7♭5E7♭9
Am7
C♯m7♭5F♯7♭9
Gmaj7
Bm7♭5E7♭9
A7
A7
B8 bars
D7D7/C
Bm7Em7
Am7D7
Gmaj7
Em7
A7
Am7
D7
A8 bars
Gmaj7
Bm7♭5E7♭9
Am7
C♯m7♭5F♯7♭9
Gmaj7
Bm7♭5E7♭9
A7
A7
C8 bars
D7D7/C
Bm7Em7
Am7F♯m7♭5B7
Em7F7
Bm7E7
Am7D7
G6Em7
Am7D7

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