Jazz Changes

Edgar Sampson and Benny Goodman, music · Mitchell Parish, lyrics · Introduced by Chick Webb's orchestra, 1934

Don't Be That Way

Edgar Sampson wrote it for Chick Webb's band, and Webb's orchestra made the first record in 1934. Its melody soars and leaps, which is hard to sing, so instrumental versions outnumber vocal ones. Hear it on Benny Goodman's 1938 hit, Lionel Hampton's 1954 quintet record and Ella and Louis's duet.

Listen in this order

The path follows the tune from Chick Webb's 1934 original through two Benny Goodman versions from 1938 to Roy Eldridge's small group in 1944. Then it hears a nine-minute quintet, a solo piano, a valve-trombone quintet and a vocal duet.

8 recordings, 1934 to 1957 · Play all 8 on YouTube ↗

  1. Chick Webb1934
  2. Benny Goodman1938
  3. Benny Goodman1938 · Early jazz
  4. "Little Jazz" and His Trumpet Ensemble1944
  5. Lionel Hampton Quintet1954 · Swing
  6. Erroll Garner1955 · Bebop
  7. Bob Brookmeyer1957 · Cool jazz
  8. Ella Fitzgerald & Louis Armstrong1957 · Swing

Step 1 of 8 Now playing✓ Heard

Hear where the song began

Chick Webb and His Orchestra · 1934

Decca 78 rpm single

Edgar Sampson wrote and arranged it for Chick Webb's band, and the orchestra recorded it in New York on November 19, 1934. According to JazzStandards.com, the Decca record reached the charts in 1935.

Listen for
Listen for Edgar Sampson's alto saxophone, since he wrote the song, and for Chick Webb's drums. The whole record runs two and a half minutes.
Try it on your instrument

Play the first four of the as , two chords per bar: , , D♭6 B♭m7, E♭m7 A♭7♯5. Smaller version: play only D♭ and , one chord per bar.

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Hear the hit

Benny Goodman and His Orchestra · 1938

Victor 78 rpm single

Goodman recorded it for RCA Victor on February 16, 1938, a month after he opened his Carnegie Hall concert with it. According to JazzStandards.com, the record reached number one that year.

Listen for
Listen for Goodman's clarinet and for Harry James's trumpet. The record runs just over three minutes, almost a minute shorter than the concert version.
Try it on your instrument

Play the as long : , , for two each, for one bar and for one bar, then back to for the last A. Smaller version: play only the single notes C, F, B♭, E♭ and A♭ in that order.

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Hear it live in a concert hall

Benny Goodman and His Orchestra · 1938 · Early jazz, Big band

“Don't Be That Way (Live)”, The Famous 1938 Carnegie Hall Jazz Concert

Goodman opened the first jazz-band concert at Carnegie Hall with this tune on January 16, 1938, as a nod to Chick Webb and Edgar Sampson. The recording was first issued on a Columbia double LP in 1950.

Listen for
Listen for how the band plays it live, almost a minute longer than the studio record. This was the opening number of the concert.
Try it on your instrument

While the track plays, count 32 of four beats and say A, A, B, A as each eight-bar section begins. Smaller version: count only the first eight bars.

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Hear a small group take over

"Little Jazz" and His Trumpet Ensemble (Roy Eldridge) · 1944

Keynote 78 rpm single

Keynote issued this January 1944 session as a 78 rpm single with St. Louis Blues on the other side. It is billed as a trumpet ensemble led by Roy Eldridge.

Listen for
Listen for Eldridge's trumpet solo, then pianist Johnny Guarnieri taking over, with bass and drums keeping a medium swing underneath. The big orchestra is gone.
Try it on your instrument

Play the bass line that fits the 's first four , one note per : D♭, B♭, E♭, A♭, D♭, B♭, E♭, A♭. Smaller version: play only the first note of each bar.

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Hear it stretched out

Lionel Hampton Quintet · 1954 · Swing, Post-bop

The Lionel Hampton Quintet

Hampton recorded it with Oscar Peterson, Buddy DeFranco, Ray Brown and Buddy Rich at Fine Sound in New York on April 13, 1954. Clef first issued it on The Lionel Hampton Quintet that year.

Listen for
Listen for solos from the clarinet, the vibraphone and the piano. At more than nine minutes, it runs almost three times as long as Goodman's 1938 studio record.
Try it on your instrument

Loop the and play short two-note riffs on D♭ and B♭ in the rhythm of the track. Full soloing over takes more practice, so this is the smaller version.

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Hear one pianist play it alone

Erroll Garner · 1955 · Bebop

Afternoon of an Elf

Garner plays it alone at the piano, recorded at Fine Sound in New York on March 14, 1955. It was released that year on his Mercury album Afternoon of an Elf.

Listen for
Listen to one piano carrying the whole song, with no band behind it. The track runs a little over six minutes.
Try it on your instrument

Play the 's with a low note on beats one and three and a chord on beats two and four, and hum the melody over it. Smaller version: play only the low notes.

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Hear a quintet with a valve trombone

Bob Brookmeyer · 1957 · Cool jazz

Traditionalism Revisited

Bob Brookmeyer led this quintet with Jimmy Giuffre and Jim Hall for an album of 1920s and 1930s songs, recorded in Los Angeles on July 13 and 16, 1957. World Pacific issued it as Traditionalism Revisited.

Listen for
Listen for Bob Brookmeyer's valve trombone and Jim Hall's guitar in a five-piece group, far from the big-band brass and saxophones. The track runs about five minutes.
Try it on your instrument

Play the whole 32 of once through: A, A, , A. At the end of the second A, try the ending chords to D♭6 in place of the usual . Smaller version: play only the first A and the bridge.

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Hear the words sung as a duet

Ella Fitzgerald & Louis Armstrong · 1957 · Swing, Vocal

Ella and Louis Again

Fitzgerald and Armstrong recorded it in Los Angeles on August 13, 1957, with Oscar Peterson's group behind them. Verve released it that October on Ella and Louis Again.

Listen for
Listen for the two singers sharing the song, with a led by pianist Oscar Peterson behind them. The track runs five minutes.
Try it on your instrument

Hum the melody of the first on one syllable, slowly. It leaps more than most songs, which makes it hard to sing, so slow it down before you speed up.

Through the decades

  1. 1930s

    Edgar Sampson writes it for Chick Webb's band, which records it in 1934. Benny Goodman opens his 1938 Carnegie Hall concert with it and records it a month later; that record reaches number one.

  2. 1940s

    Roy Eldridge's trumpet ensemble records it for Keynote in January 1944, with Johnny Guarnieri on piano. Keynote puts it on a single with St. Louis Blues on the other side.

  3. 1950s

    Lionel Hampton's quintet stretches it past nine minutes in 1954. In 1957, Ella Fitzgerald and Louis Armstrong sing it as a duet for their second album together.

  4. 1990s

    Stacey Kent sings it for the Candid label with a small band, and the listings date the recording to 1999.

More great versions

6 more, from 1938 to 1999. Tap a cover to play it here.

  1. Lionel Hampton1938
  2. Mildred Bailey1938
  3. Teddy Wilson1938
  4. Gene Krupa Trio1953
  5. Anita O'Day1956 · Vocal
  6. Stacey Kent1999 · Vocal

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

D♭ majorusual key
32 barsA · A · B · A form
D♭ majorkey centers

Thirty-two in four sections of eight, , all in D♭. Each opens with and , and bars 3 and 4 repeat that pair. Bars 5 and 6 play and E♭m7 . Bars 7 and 8 return to D♭6 B♭m7 and E♭m7 A♭7♯5 to lead into the repeat; the chart's second ending replaces them with D♭6 and D♭6. The , bars 17 to 24, steps through , , and , two bars each except E♭9, which gets one, and ends on A♭7♯5 to lead back to the last A. The last A repeats the first. According to JazzStandards.com, the follow the 'rhythm changes' pattern of I Got Rhythm, and the original is , one step higher than this chart. These chords follow the iReal Pro chart; other lead sheets may spell some chords differently.

Play the changes

D♭ major
Open in iReal Pro ↗
A10 bars
D♭6B♭m7
E♭m7A♭7♯5
D♭6B♭m7
E♭m7A♭7♯5
Fm7B♭7
E♭m7A♭9♯5
1.D♭6B♭m7
E♭m7A♭7♯5
2.D♭6G♭m6
D♭6
B8 bars
C9
C9
F9
F9
B♭9
B♭9
E♭9
A♭7♯5
A8 bars
D♭6B♭m7
E♭m7A♭7♯5
D♭6B♭m7
E♭m7A♭7♯5
Fm7B♭7
E♭m7A♭7♯5
D♭6B♭m7
E♭m7A♭7♯5

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

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