Jazz Changes

Rube Bloom, music · Ted Koehler, lyrics · Introduced in the Cotton Club Parade of 1939

Don't Worry 'Bout Me

Rube Bloom and Ted Koehler wrote it for the 1939 Cotton Club Parade. The words are a calm goodbye to a love that has ended, with no anger in them. Ella Fitzgerald recorded it in 1939, and Billie Holiday sang it in 1959 on her album Last Recording.

Listen in this order

The path starts with Ella Fitzgerald's 1939 record, then Stan Getz and Sarah Vaughan in 1946, Frank Sinatra in 1953 and the Dave Brubeck Quartet in 1954. It ends with Erroll Garner's trio, Barney Kessel's guitar trio and Billie Holiday's 1959 ballad.

8 recordings, 1939 to 1959 · Play all 8 on YouTube ↗

  1. Ella Fitzgerald and Her Savoy Eight1939
  2. Stan Getz Quartet1946 · Bebop
  3. Sarah Vaughan with the Teddy Wilson Octet1946
  4. Frank Sinatra1953 · Vocal
  5. The Dave Brubeck Quartet1954 · Bebop
  6. Erroll Garner1954 · Cool jazz
  7. Barney Kessel with Shelly Manne and Ray Brown1957 · Hard bop
  8. Billie Holiday with Ray Ellis1959

Step 1 of 8 Now playing✓ Heard

Hear the song in its first year

Ella Fitzgerald and Her Savoy Eight · 1939

The Early Years, Part 2

Ella Fitzgerald recorded it with her Savoy Eight in New York on April 21, 1939, the year the song came out. Chick Webb played drums and Taft Jordan played trumpet.

Listen for
Ella Fitzgerald sings with a small band: trumpet, trombone and saxophones play behind her, with Tommy Fulford on piano. The whole record runs 3:08.
Try it on your instrument

Play 1 to 4 (, , , A♭maj7) with your left hand and hum the melody on top. Smaller version: play only E♭7 and then A♭maj7, and listen to how the second feels like home.

Step 2 of 8 Now playing✓ Heard

Hear the tune played without words

Stan Getz Quartet · 1946 · Bebop, Cool jazz

Opus De Bop

Stan Getz recorded it in New York on July 31, 1946, with Hank Jones, Curley Russell and Max Roach. According to JazzStandards.com, this was Getz's first session as a leader.

Listen for
A tenor saxophone plays the tune with only piano, bass and drums behind it. The record is short, 2:40.
Try it on your instrument

Play 1 to 8, one per bar until the last bar, which has two ( and ), at a steady medium tempo and play the melody on a horn or with your right hand. Smaller version: loop only bars 1 to 4.

Step 3 of 8 Now playing✓ Heard

Hear a jazz singer with a small band

Sarah Vaughan with the Teddy Wilson Octet · 1946

Don't Worry 'Bout Me / I Want to Be Happy

Sarah Vaughan sang it with the Teddy Wilson Octet in New York on August 19, 1946. Musicraft issued it on the 78 rpm record 421, with another song from the same session on the other side.

Listen for
Sarah Vaughan sings with a band of eight that includes Buck Clayton on trumpet, Don Byas on tenor saxophone and Teddy Wilson on piano. The record runs 2:59.
Try it on your instrument

Sing or hum the melody while you play the of 1 to 8 slowly. Smaller version: play the chords only and sing the first four bars.

Step 4 of 8 Now playing✓ Heard

Hear a singer with a full orchestra

Frank Sinatra · 1953 · Vocal, Swing

Frank Sinatra: The Complete Capitol Singles Collection

Frank Sinatra recorded it for Capitol with Nelson Riddle conducting, in a session dated April 30, 1953, and Capitol issued it as a single in 1954. It reached number 17 on the Billboard chart that year.

Listen for
Sinatra sings with an orchestra conducted by Nelson Riddle. The record runs 3:08, the same length as Ella Fitzgerald's 1939 record.
Try it on your instrument

Play 9 to 12 (, , , then G♭9, , ), the part where the wander furthest from home. Smaller version: play only B♭m7 and D♭m6 and listen to how the mood darkens.

Step 5 of 8 Now playing✓ Heard

Hear a live quartet stretch the song out

The Dave Brubeck Quartet · 1954 · Bebop, Cool jazz

Jazz Goes to College

The Dave Brubeck Quartet played it live at the University of Michigan in Ann Arbor in May 1954. Columbia issued it that year on the album Jazz Goes to College.

Listen for
Paul Desmond on alto saxophone and Dave Brubeck on piano take turns in the spotlight, with Bob Bates on bass and Joe Dodge on drums. At 8:46 this is more than three times as long as Stan Getz's 2:40.
Try it on your instrument

Play the melody of 1 to 4 slowly, then play just the notes of each bar (A♭, C, E♭, G over ) in any order. Playing a full solo over is a bigger step; the smaller version is those four notes.

Step 6 of 8 Now playing✓ Heard

Hear the tune played by a piano trio

Erroll Garner · 1954 · Cool jazz, Bebop

Contrasts

Erroll Garner recorded it in Chicago on July 27, 1954, with Wyatt Ruther on bass and Eugene "Fats" Heard on drums. EmArcy issued it on the album Contrasts.

Listen for
A piano trio: Garner at the piano, with bass and drums. The track runs 5:04, between Stan Getz's short record and Dave Brubeck's long one.
Try it on your instrument

Play 25 to 32 (, , , , , , , then Cm7 and ) and finish on A♭6. Smaller version: play only the last four bars.

Step 7 of 8 Now playing✓ Heard

Hear a guitar lead a trio

Barney Kessel with Shelly Manne and Ray Brown · 1957 · Hard bop

The Poll Winners

Barney Kessel recorded it with Ray Brown and Shelly Manne at Contemporary's Los Angeles studio, in sessions on March 18 and 19, 1957. It is on the album The Poll Winners.

Listen for
Barney Kessel's guitar leads a trio with Ray Brown on bass and Shelly Manne on drums. At 4:34 it is shorter than Garner's trio record and longer than Stan Getz's 2:40.
Try it on your instrument

Play a bass line under 1 to 4, one note per beat, using the roots of , , and A♭maj7 plus notes nearby. Smaller version: play only the roots on beats 1 and 3.

Step 8 of 8 Now playing✓ Heard

Hear a late-career ballad

Billie Holiday with Ray Ellis and His Orchestra · 1959

Billie Holiday with Ray Ellis and His Orchestra

Billie Holiday recorded it with Ray Ellis and his orchestra in New York on March 4, 1959. MGM released the album, called Last Recording, in July 1959.

Listen for
Billie Holiday sings over strings and harp, with Harry Edison on trumpet, Gene Quill on alto saxophone and Hank Jones on piano among the players. The record runs 3:08.
Try it on your instrument

Play the whole tune once, one per , and sing the melody. Smaller version: play and sing only the last eight bars.

Through the decades

  1. 1930s

    Rube Bloom and Ted Koehler wrote it for the 1939 Cotton Club Parade. Ella Fitzgerald recorded it with her Savoy Eight that April.

  2. 1940s

    Stan Getz recorded it on July 31, 1946, and Sarah Vaughan sang it with the Teddy Wilson Octet on August 19 of the same year.

  3. 1950s

    Frank Sinatra records it with Nelson Riddle in 1953, the Dave Brubeck Quartet plays it live in 1954, and Billie Holiday sings it with Ray Ellis's orchestra in 1959.

  4. 1960s

    Sinatra sings it again, live in Las Vegas with the Count Basie Orchestra, conducted by Quincy Jones.

  5. 1990s

    Joni Mitchell records it in 1999 for Both Sides Now, an album of standards with an orchestra.

  6. 2010s

    Curtis Stigers sings it live with the Danish Radio Big Band, and Kurt Elling joins the Count Basie Orchestra for a 2018 album.

More great versions

5 more, from 1954 to 2018. Tap a cover to play it here.

  1. Jutta Hipp Quintet1954 · Cool jazz
  2. Dexter Gordon Quintet1955 · Bebop
  3. Frank Sinatra with Count Basie1966 · Big band
  4. Curtis Stigers and the Danish Radio Big Band2014 · Big band
  5. The Count Basie Orchestra with Kurt Elling2018

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

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

The first A, 1 to 8, is , , , A♭maj7, B♭m7, E♭7, , then and in the last bar. The , bars 9 to 16, starts with B♭m7 and , moves to for two bars (the second has and added), and returns by , , B♭m7, E♭7. The second A, bars 17 to 24, opens like the first, then goes A♭maj7, and , and for two bars. The , bars 25 to 32, holds D♭maj7, then G♭9, Cm7, , B♭m7, E♭7, A♭6, and ends on Cm7 and . JazzStandards.com lists the form as . The whole tune stays near . These follow the iReal Pro chart; other lead sheets may spell some differently.

Play the changes

A♭ major
Open in iReal Pro ↗
A16 bars
B♭m7
E♭7
A♭maj7
A♭maj7
B♭m7
E♭7
A♭6
Cm7B°7
B♭m7
D♭m6
G♭9
G♭9Gm7♭5C7
Fm7
B♭7
B♭m7
E♭7
B16 bars
B♭m7
E♭7
A♭maj7
A♭maj7
A♭maj7
E♭m7A♭7
D♭maj7
D♭maj7
D♭maj7
G♭9
Cm7
F7
B♭m7
E♭7
A♭6
Cm7F7♭9

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

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