Jazz Changes

Jerome Kern, music · Oscar Hammerstein II, lyrics · Introduced by Helen Morgan in Show Boat, 1927

Can't Help Lovin' Dat Man

Jerome Kern wrote the music and Oscar Hammerstein II the words for the 1927 musical Show Boat. Its slow, bluesy pace and tune leave room for singers and soloists to make it their own. You can hear it from Billie Holiday, Clifford Brown, Abbey Lincoln, Ella Fitzgerald and the Ray Brown Trio.

Listen in this order

The path starts with Helen Morgan's 1928 record, by the singer who introduced the song on stage, and moves to Billie Holiday's swing-era vocal. It then follows Clifford Brown, Milt Jackson, Abbey Lincoln and Kenny Dorham from 1955 to 1960, adds Ella Fitzgerald with an orchestra, and closes with a live 1988 trio version from Ray Brown.

8 recordings, 1928 to 1988 · Play all 8 on YouTube ↗

  1. Helen Morgan1928
  2. Teddy Wilson and His Orchestra with Billie Holiday1937
  3. Clifford Brown with Neal Hefti's orchestra1955 · Bebop
  4. Milt Jackson Quintet1956 · Bebop
  5. Abbey Lincoln with the Riverside Jazz Stars1957 · Soul jazz
  6. Kenny Dorham Quintet1960 · Bebop
  7. Ella Fitzgerald with Nelson Riddle's orchestra1963 · Vocal
  8. Ray Brown Trio1988

Step 1 of 8 Now playing✓ Heard

Hear the song as the show's first singer gave it

Helen Morgan · 1928

Victor 21238

Helen Morgan played Julie in the original 1927 production of Show Boat, which opened at the Ziegfeld Theatre in New York on December 27, 1927. According to the Discography of American Historical Recordings, she recorded the song for Victor in New York in February 1928.

Listen for
Morgan is the only credited performer on this track, and her voice carries the whole song. The record runs 3:04, about one side of a 78 rpm disc.
Try it on your instrument

Play 1 to 4 of the , the first in each bar: , , E♭maj7, . Smaller version: play only the root note of each chord.

Step 2 of 8 Now playing✓ Heard

Hear a swing-era small band behind a jazz singer

Teddy Wilson and His Orchestra with Billie Holiday · 1937

Brunswick 8008

Teddy Wilson led a small band for Brunswick in New York on November 1, 1937, with Billie Holiday as the singer and Buck Clayton on trumpet. Brunswick issued the song on a 78 rpm record, number 8008, with My Man on the other side.

Listen for
Holiday sings with Teddy Wilson's piano, a trumpet, a clarinet and a tenor saxophone around her. The record runs 3:15.
Try it on your instrument

Play 5 to 8 of the , the first in each bar: , , , . Smaller version: play only the root note of each chord.

Step 3 of 8 Now playing✓ Heard

Hear the tune as a trumpet ballad with strings

Clifford Brown with Neal Hefti's orchestra · 1955 · Bebop

Clifford Brown with Strings

Clifford Brown recorded this with a string section in New York on January 19, 1955, with arrangements and conducting by Neal Hefti. EmArcy issued it that year on the album Clifford Brown with Strings.

Listen for
Brown's trumpet leads, with a string section behind him and a rhythm group of piano, guitar, bass and drums. The track runs 3:43.
Try it on your instrument

Play 17 to 20 of the , one per bar: , , , . Smaller version: play only the root note of each chord.

Step 4 of 8 Now playing✓ Heard

Hear the tune led by a vibraphone

Milt Jackson Quintet · 1956 · Bebop

“Can't Help Lovin' That Man”, The Jazz Skyline

Milt Jackson led a quintet with tenor saxophonist Lucky Thompson at Rudy Van Gelder's Hackensack studio on January 23, 1956. Savoy issued the session that year as The Jazz Skyline.

Listen for
Jackson plays vibes with Lucky Thompson on tenor saxophone, and Hank Jones, Wendell Marshall and Kenny Clarke on piano, bass and drums. The track runs 4:40.
Try it on your instrument

Play 3 and 4 with all their : , , in bar 3, then , in bar 4. Smaller version: play only the first chord of each bar.

Step 5 of 8 Now playing✓ Heard

Hear a jazz singer with a small group of leading players

Abbey Lincoln with the Riverside Jazz Stars · 1957 · Soul jazz

“Can't Help Lovin' That Man”, Abbey Lincoln with the Riverside Jazz Stars

Abbey Lincoln recorded this in New York in October 1957 with trumpeter Kenny Dorham, tenor saxophonist Sonny Rollins, pianist Wynton Kelly, bassist Paul Chambers and drummer Max Roach. According to jazzdisco.org, it first came out on Riverside RLP 1107.

Listen for
Lincoln sings with Kenny Dorham on trumpet and Sonny Rollins on tenor saxophone, and Wynton Kelly, Paul Chambers and Max Roach on piano, bass and drums. The track runs about three minutes.
Try it on your instrument

Play the last of the both ways: and the first time, then and the second time, which leads into the . Smaller version: play only the root note of each .

Step 6 of 8 Now playing✓ Heard

Hear a hard-bop quintet stretch the tune out

Kenny Dorham Quintet · 1960 · Bebop

Jerome Kern Showboat

Trumpeter Kenny Dorham recorded a whole album of Show Boat songs in New York on December 9, 1960, with Jimmy Heath on tenor saxophone. Time Records issued it as Jerome Kern Showboat, and this track runs 6:41.

Listen for
Dorham leads on trumpet with Jimmy Heath on tenor saxophone and a rhythm group of piano, bass and drums. At 6:41 the track is longer than most of the earlier records on the path.
Try it on your instrument

Play 21 to 24 of the , one per bar: , , , . Smaller version: play only the root note of each chord.

Step 7 of 8 Now playing✓ Heard

Hear a singer with a full orchestra

Ella Fitzgerald with Nelson Riddle's orchestra · 1963 · Vocal

Ella Fitzgerald Sings the Jerome Kern Song Book

Ella Fitzgerald recorded her Jerome Kern Song Book on January 5 to 7, 1963, with an orchestra arranged and conducted by Nelson Riddle. Verve released it that year, and this track runs 3:54.

Listen for
Fitzgerald sings with an orchestra arranged and conducted by Nelson Riddle. The track runs 3:54.
Try it on your instrument

Play a full of 32 at a slow pace, the first in each bar. Smaller version: play only the first , bars 1 to 8.

Step 8 of 8 Now playing✓ Heard

Hear a piano trio take its time

Ray Brown Trio · 1988

Summer Wind: Live at the Loa

The Ray Brown Trio recorded this live at The Loa, the Santa Monica club Brown co-owned, in July 1988. Concord Jazz released it in 1990 on Summer Wind.

Listen for
Bassist Ray Brown, pianist Gene Harris and drummer Jeff Hamilton play as a trio, and at 9:32 the track is the longest on the path.
Try it on your instrument

Play one full of 32 and loop it, the first in each bar. Smaller version: loop only the 8-bar .

Through the decades

  1. 1920s

    Jerome Kern and Oscar Hammerstein II write the song for the musical Show Boat, which opens in New York in December 1927. Helen Morgan, who plays Julie in the show, records it for Victor in February 1928.

  2. 1930s

    Teddy Wilson leads a small band in New York in November 1937, with Billie Holiday singing and Buck Clayton on trumpet. Brunswick issues the record on a 78 rpm disc.

  3. 1940s

    Lena Horne sings it as Julie in the 1946 MGM film Till the Clouds Roll By, a film about Kern's life. MGM releases the soundtrack as an album in 1947.

  4. 1950s

    Clifford Brown records it with a string section in January 1955. Milt Jackson's quintet follows in 1956, and Abbey Lincoln sings it with a quintet in 1957.

  5. 1960s

    Kenny Dorham's quintet records a whole album of Show Boat songs in December 1960, and this track runs 6:41. Ella Fitzgerald sings it with Nelson Riddle's orchestra in January 1963.

  6. 1980s

    The Ray Brown Trio plays it live at The Loa in Santa Monica in July 1988. The track runs 9:32 on the album Summer Wind.

  7. 1990s

    Björk records it in 1990 on Gling-Gló, a jazz-trio album made with the Guðmundur Ingólfsson trio and released by Smekkleysa in October.

  8. 2010s

    Saxophonist Chris Cheek and guitarist Gustav Lundgren record it in Barcelona in September 2018, with bass and drums, for a Kern album released in 2020.

More great versions

3 more, from 1959 to 1990. Tap a cover to play it here.

  1. Oscar Peterson Trio1959
  2. Yusef Lateef and His Jazz Quintet1959 · Hard bop
  3. Björk Guðmundsdóttir and Tríó Guðmundar Ingólfssonar1990 · Contemporary 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
32 barsA · A · B · A form
E♭ majorkey centers

The tune is 32 in form: two 8-bar , an 8-bar (the ), and a final 8-bar A. In iReal Pro's chart the A section opens with and in bar 1, and in bar 2, E♭maj7, and in bar 3, and and in bar 4. Bars 5 to 8 play and Cm7, and B♭7, and , then Fm7 and B♭7. The first time through, bar 8 is Fm7 and B♭7 and the A section repeats; the second time it is B♭m7 and E♭7, which leads into the bridge. The B section plays A♭6, , E♭maj7, , E♭maj7, , Fm7 and B♭7, one per bar. The last A matches the first, except that bar 7 is E♭6 alone. The areas above are a reading of iReal Pro's chart, which stays in throughout, and other lead sheets may spell some chords differently.

Play the changes

E♭ major
Open in iReal Pro ↗
A9 bars
E♭maj7Cm7
Fm7B♭7
E♭maj7B♭m7E♭7
A♭6D♭7
Gm7Cm7
B7B♭7
E♭6E°7
1.Fm7B♭7
2.B♭m7E♭7
B8 bars
A♭6
A°7
E♭maj7
F7
E♭maj7
G7
Fm7
B♭7
A8 bars
E♭maj7Cm7
Fm7B♭7
E♭maj7B♭m7E♭7
A♭6D♭7
Gm7Cm7
B7B♭7
E♭6
Fm7B♭7

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

More like this: Jerome Kern · Broadway

Players here, through other tunes: Max Roach · Kenny Dorham · Ray Brown · Billie Holiday · Buck Clayton · Teddy Wilson · Allan Reuss · Walter Page · Cozy Cole · Clifford Brown · Richie Powell · Barry Galbraith