Jazz Changes

Irving Berlin, music and lyrics · Introduced by Fred Astaire in the film Top Hat, 1935

Cheek to Cheek

Irving Berlin wrote it for Fred Astaire to sing to Ginger Rogers in the 1935 film Top Hat. It runs 72 , far longer than a usual 32-bar song, with a short minor-key section near the end. Astaire, Ella Fitzgerald with Louis Armstrong, Oscar Peterson and Frank Sinatra all recorded it.

Listen in this order

The path starts with Fred Astaire's 1935 record, then hears the tune from a piano trio, an alto sax quartet, three vocal records and a tenor sax jam that runs more than fourteen minutes. It ends with Tony Bennett and Lady Gaga in 2014.

8 recordings, 1935 to 2014 · Play all 8 on YouTube ↗

  1. Fred Astaire with Leo Reisman1935 · Vocal
  2. Oscar Peterson Trio1952
  3. Lou Donaldson Quartet1952
  4. Billie Holiday1956 · Swing
  5. Ella Fitzgerald and Louis Armstrong1956 · Vocal
  6. Frank Sinatra1958 · Big band
  7. Gene Ammons' All Stars1958 · Bebop
  8. Tony Bennett and Lady Gaga2014 · Swing

Step 1 of 8 Now playing✓ Heard

Hear the song as it began

Fred Astaire with Leo Reisman and His Orchestra · 1935 · Vocal

Cheek to Cheek / No Strings

Astaire sings the song to Ginger Rogers in the 1935 film Top Hat. He recorded it with Leo Reisman's orchestra at ARC Studios in New York on June 26, 1935, and Brunswick released it that August.

Listen for
Astaire sings the whole song himself with Leo Reisman's orchestra behind him, in about three and a quarter minutes. Treat it as the reference: every later version plays or sings this same tune.
Try it on your instrument

Play the first 8 of the slowly, one or two per bar: , , Cmaj7 C♯°7, Dm7 G7, Cmaj7 Dm7, , , . Hum the melody over it. Smaller version: play only the first four bars.

Step 2 of 8 Now playing✓ Heard

Hear the tune as a piano trio

Oscar Peterson Trio · 1952

Oscar Peterson Plays Irving Berlin

Oscar Peterson recorded this with guitarist Barney Kessel and bassist Ray Brown in Los Angeles in early December 1952. Clef issued it on a single in 1953 and on the album Oscar Peterson Plays Irving Berlin.

Listen for
A trio of piano, guitar and bass plays the tune on its own, in just over three minutes. Compare it with Astaire: the same tune, with no words and only three instruments.
Try it on your instrument

Play the , which repeats the same two-bar pattern: , , Dm7 G7, C6 A7, Dm7 G7, C6 A7, Dm7 G7, C6. Smaller version: play just Dm7 G7 then C6, over and over.

Step 3 of 8 Now playing✓ Heard

Hear a saxophone lead the tune

Lou Donaldson Quartet · 1952

Roccus / Cheek to Cheek

Lou Donaldson recorded this at WOR Studios in New York on June 20, 1952, with Horace Silver on piano. Blue Note released it on a single, 1598, and later on the albums New Faces-New Sounds (1953) and Quartet/Quintet/Sextet (1957).

Listen for
Donaldson plays alto saxophone with Horace Silver on piano, Gene Ramey on bass and Arthur Taylor on drums. The track runs about three minutes, the same length as the Peterson trio's.
Try it on your instrument

Play 9 to 16 of the : , , , , Dm7, G7, then the first ending Em7 A7 and Dm7 G7. Hum the melody over it. Smaller version: play only the first four of those bars.

Step 4 of 8 Now playing✓ Heard

Hear a singer with a small jazz band

Billie Holiday and Her Orchestra · 1956 · Swing, Vocal

All or Nothing at All

Billie Holiday recorded this in Los Angeles on August 14, 1956, with trumpeter Harry Edison, tenor saxophonist Ben Webster and pianist Jimmy Rowles in her band. Verve released it on the album All or Nothing at All.

Listen for
Holiday sings with a band of six that includes Harry Edison on trumpet and Ben Webster on tenor sax. At 3:37 it runs a little longer than the Astaire record.
Try it on your instrument

Play the , the part with the minor : , Cm7, , , , , , G7. Hum the melody over it. Smaller version: play only the first four bars.

Step 5 of 8 Now playing✓ Heard

Hear two voices share the song

Ella Fitzgerald and Louis Armstrong · 1956 · Vocal

Ella and Louis

Ella Fitzgerald and Louis Armstrong recorded this at Capitol Studios in Hollywood on August 16, 1956, with the Oscar Peterson Quartet, for the Verve album Ella and Louis. Armstrong had the final say over songs and .

Listen for
Fitzgerald sings, Armstrong sings and plays trumpet, and a quartet of piano, guitar, bass and drums plays behind them. At 5:52 it is much longer than the Astaire record's 3:17.
Try it on your instrument

Play the whole twice: the first time with the first ending, then , and the second time with the second ending, for two bars. Smaller version: play only bars 1 to 8.

Step 6 of 8 Now playing✓ Heard

Hear Sinatra with a full orchestra

Frank Sinatra · 1958 · Big band, Swing

Come Dance with Me!

Sinatra recorded this at Capitol Studio A in Hollywood in December 1958, with Billy May conducting. It came out on the album Come Dance with Me! on January 5, 1959, and the album won the Grammy for Album of the Year.

Listen for
Sinatra sings with an orchestra conducted by Billy May, and the whole track lasts 3:05. Compare how a full orchestra supports one singer here with the small bands behind Holiday and Fitzgerald.
Try it on your instrument

Play the whole tune in order: A, A, B, B, C, then A again, which is 72 . That is a long run, so the smaller version is to play only the , , , four times through.

Step 7 of 8 Now playing✓ Heard

Hear the tune stretched into a jam

Gene Ammons' All Stars · 1958 · Bebop, Soul jazz

The Big Sound

Gene Ammons' All Stars recorded this at Van Gelder Studio in Hackensack, New Jersey on January 3, 1958. Prestige issued it on The Big Sound, and the track runs more than fourteen minutes.

Listen for
Ammons plays tenor sax, Jerome Richardson plays flute, and Mal Waldron, George Joyner and Arthur Taylor play piano, bass and drums. At 14:12 it is by far the longest track in this list.
Try it on your instrument

Loop the , , , over and over, and improvise a few notes of over it. That needs soloing over . Smaller version: play only the bass note of each , in time.

Step 8 of 8 Now playing✓ Heard

Hear the tune today

Tony Bennett and Lady Gaga · 2014 · Swing

Cheek to Cheek

Tony Bennett and Lady Gaga recorded the album Cheek to Cheek in New York between June 2013 and 2014. Columbia, Streamline and Interscope released it on September 19, 2014, with Dae Bennett producing.

Listen for
Bennett and Gaga sing it as a duet, and the track lasts 2:51, the shortest of the eight steps. Compare how two voices share it here with the Fitzgerald and Armstrong duet.
Try it on your instrument

Play the last four of the , , , , G7, and land on as the tune comes home. Hum the melody over it.

Through the decades

  1. 1930s

    Irving Berlin writes the song for Fred Astaire to sing to Ginger Rogers in the film Top Hat. Astaire records it with Leo Reisman's orchestra in New York on June 26, 1935, and Brunswick releases it that August.

  2. 1950s

    Singers and jazz players both record it. Oscar Peterson's piano trio cuts it in December 1952, and Ella Fitzgerald and Louis Armstrong record it in August 1956.

  3. 1960s

    Erroll Garner plays it live on piano in 1964, and the recording comes out in 2018 on the album Nightconcert.

  4. 2000s

    Sheila Jordan sings it live at The Triad in New York, inside a medley, on the HighNote album Celebration with Cameron Brown.

  5. 2010s

    Tony Bennett and Lady Gaga record it for their duet album Cheek to Cheek, which Columbia, Streamline and Interscope release on September 19, 2014.

More great versions

3 more, from 1957 to 1964. Tap a cover to play it here.

  1. Sarah Vaughan and Billy Eckstine1957
  2. Ahmad Jamal Trio1958 · Post-bop
  3. Erroll Garner1964

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

C majorusual key
72 barsA · A · B · B · C · A form
C major → C minor → C majorkey centers

The tune stays in except for the . The has 16 : bars 1 to 8 are , , Cmaj7 C♯°7, Dm7 G7, Cmaj7 Dm7, , , . Bars 9 to 14 are G7 Dm7, Em7 , B♭7♯11, A7, Dm7, G7. Bars 15 and 16 are the first ending, Em7 A7 and Dm7 G7, and the second ending, for two bars. The chart plays A twice, once with each ending. The has 8 bars that repeat one pattern, Dm7 G7 then C6 A7, and is played twice. The C section has 8 bars: , Cm7, , , , G7 , , Dm7 G7. After it, the chart returns to the top, plays A once more and finishes on the second ending. The bar count of 72 comes from reading the iReal Pro chart with its repeats and its return to A; other lead sheets may lay it out differently.

Play the changes

C major
Open in iReal Pro ↗
A18 bars
Cmaj7C♯°7
Dm7G7
Cmaj7C♯°7
Dm7G7
Cmaj7Dm7
E♭°7Em7
B♭7♯11
A7D7
G7Dm7
Em7F7
B♭7♯11
A7
Dm7
G7
1.Em7A7
Dm7G7
2.C6
FineC6
B8 bars
Dm7G7
C6A7
Dm7G7
C6A7
Dm7G7
C6A7
Dm7G7
C6
C8 bars
Cm7
Cm7
E♭m7
A♭7
Dm7♭5
G7G♯°7
D.C. al 2nd endingAm7
Dm7G7

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

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