Jazz Changes

George Gershwin, music · Ira Gershwin, lyrics · Introduced in the musical Girl Crazy, 1930

Embraceable You

Embraceable You is a ballad by George and Ira Gershwin, first sung in the 1930 musical Girl Crazy. Its ii–V chords pass through E minor, B minor and D major, then return home to G. You will hear it from Billie Holiday and Charlie Parker to Sarah Vaughan, Bill Evans and Joe Pass.

▶ Plays the whole path in order, one recording after another.

  1. 1 Learn the song Billie Holiday and Eddie Heywood
  2. 2 Hear a ballad chorus over the changes Charlie Parker Quintet
  3. 3 Hear voice and horns together Sarah Vaughan with Clifford Brown Sextet
  4. 4 Hear a swing quintet Zoot Sims
  5. 5 Listen to a piano trio Bill Evans Trio
  6. 6 Hear the tune without a band Joe Pass
  7. 7 Hear the tune with no chord instrument Ornette Coleman Quartet
  8. 8 Hear a recent version Fred Hersch, Drew Gress and Joey Baron

How the tune works

G majorusual key
32 barsA · B · A² · C form
G · E m · B m · D · Ckeys it moves between

The chorus is 32 bars in four 8-bar parts: A, B, A and C. A opens on Gmaj7 with a B♭°7 passing chord, then Am7 and D7. Am7, Cm6 and Gmaj7 follow, and a ii–V (F♯m7♭5, B7♭9) turns toward E minor. B starts in E minor with Em over a D bass, runs a ii–V into B minor (C♯m7♭5, F♯7♯5, Bm7) and a ii–V into D major (Em7 A7, Dmaj7 Bm7), then Em7 A7, Am7 and D7 bring it back to G. The second A repeats the first through bar 7 and ends differently: Dm7 G7 points to C. C is a chain of ii–Vs. It starts on Cmaj7, turns toward E minor again with F♯m7♭5 and B7♭9, then walks the bass down through Em7, Em7/D, C♯m7♭5 and Cm6, Bm7 E7, and Am7♭5 D7♭9. It lands on Gmaj7, and Am7 D7 leads back to the top.

The changes as printed on the standardrepertoire.com chord chart, in G with key labels added. The 32 bars run in four 8-bar parts: A, B, A and C. Slash chords name the bass note after the slash.

Key G major
Abars 1–8
Bar 1: GGmaj7
Bar 2: B♭°7
Bar 3: Am7
Bar 4: D7
Bar 5: Am7
Bar 6: Cm6
Bar 7: Gmaj7
Bar 8: E mF♯m7♭5B7♭9
Bbars 9–16
Bar 9: EmEm/D
Bar 10: B mC♯m7♭5F♯7♯5
Bar 11: Bm7
Bar 12: DEm7A7
Bar 13: Dmaj7Bm7
Bar 14: GEm7A7
Bar 15: Am7
Bar 16: D7
Abars 17–24
Bar 17: Gmaj7
Bar 18: B♭°7
Bar 19: Am7
Bar 20: D7
Bar 21: Am7
Bar 22: Cm6
Bar 23: Gmaj7
Bar 24: CDm7G7
Cbars 25–32
Bar 25: Cmaj7
Bar 26: E mF♯m7♭5B7♭9
Bar 27: Em7Em7/D
Bar 28: GC♯m7♭5Cm6
Bar 29: Bm7E7
Bar 30: Am7♭5D7♭9
Bar 31: Gmaj7
Bar 32: Am7D7

Bar 9 holds Em and Em/D. Bar 27 holds Em7 and Em7/D; the chart image prints the second chord as Emaj7/D, read here as Em7/D because the bass walks E, D, C♯, C through bars 27 and 28. The two A parts match except for bar 8 (F♯m7♭5 B7♭9, toward E minor) and bar 24 (Dm7 G7, toward C). Published sheets and players vary, as the Parker transcription shows. No intro or tag is written here.

Source: Jazz Standard Repertoire: Embraceable You (chord chart in G)

Listen in this order

Play all 8 on YouTube ↗

The path starts with Billie Holiday's 1944 record, then moves through Charlie Parker's ballad chorus, a vocal with trumpet, a tenor-led quintet, a piano trio, solo guitar, Ornette Coleman's quartet and a 2024 piano trio. Each step gives you one thing to hear and one thing to try.

  1. Step 1 · Learn the song Now playing

    Billie Holiday and Eddie Heywood and His Orchestra 1944

    Embraceable You / As Time Goes By

    Listen for
    Count the four 8-bar parts, A B A C, as Holiday sings. The band is Doc Cheatham on trumpet, Vic Dickenson on trombone, Lem Davis on alto sax, Eddie Heywood on piano, John Simmons on bass and Big Sid Catlett on drums.
    Try this
    Play the A part (bars 1–8) of the chart on piano or guitar, one chord per bar and both chords in the split bar, while you sing or hum the tune. Holiday's key is not confirmed, so play it in your own key first, then listen. Smaller version: play only the root of each chord.
  2. Step 2 · Hear a ballad chorus over the changes Now playing

    Charlie Parker Quintet 1947

    Bongo Bop / Embraceable You

    F major · 4/4 · ballad · 76 bpm (slow)

    Listen for
    Duke Jordan plays the piano introduction. Parker then plays one 32-bar chorus, from about 0:10 to 1:58, and Miles Davis follows with three-quarters of a chorus.
    Try this
    The record is in F, so use the key buttons to move the chart to F. Play bars 1–8 along with the first 25 seconds of Parker's chorus, one chord per bar. Parker's own changes differ from the chart in places, so listen for where. Smaller version: play only the root of each chord.
  3. Step 3 · Hear voice and horns together Now playing

    Sarah Vaughan with Clifford Brown Sextet 1954

    Sarah Vaughan

    Listen for
    Vaughan sings with a sextet: Clifford Brown on trumpet, Herbie Mann on flute, Paul Quinichette on tenor sax, Jimmy Jones on piano, Joe Benjamin on bass and Roy Haynes on drums.
    Try this
    Play the B part (bars 9–16) of the chart slowly, one chord per bar and both chords in the split bars. It leaves G major for E minor, B minor and D major before it comes back. Smaller version: play only the root of each chord.
  4. Step 4 · Hear a swing quintet Now playing

    Zoot Sims 1975

    Zoot Sims and the Gershwin Brothers

    Listen for
    Zoot Sims plays tenor sax, with Oscar Peterson on piano, Joe Pass on guitar, George Mraz on bass and Grady Tate on drums. The track runs 4 minutes 52 seconds.
    Try this
    Play a bass line for bars 1–8 of the chart: the root of each chord, one per bar, with both roots in the split bar. Then add the full chord on top. Key is not confirmed for this take, so use your own key.
  5. Step 5 · Listen to a piano trio Now playing

    Bill Evans Trio 1968

    “Embraceable You (Live at the Montreux Jazz Festival, 1968)”, Bill Evans at the Montreux Jazz Festival

    Listen for
    Three players and no horns: Bill Evans on piano, Eddie Gomez on bass and Jack DeJohnette on drums, live at Montreux. The track runs about 6 minutes 45 seconds.
    Try this
    Play the C part (bars 25–32) of the chart, which has two chords in most bars. Take it slowly, with the first chord of a split bar on beat 1 and the second on beat 3. Smaller version: play only the first chord of each bar.
  6. Step 6 · Hear the tune without a band Now playing

    Joe Pass 1981

    Ira, George and Joe

    Listen for
    Joe Pass plays alone on this track, with no bass or drums.
    Try this
    Play the A part (bars 1–8) of the chart as a solo: the bass note of each chord on beat 1 and the melody above it. If that is too much, play the chords only and sing the tune. Key is not confirmed for this take, so use your own key.
  7. Step 7 · Hear the tune with no chord instrument Now playing

    Ornette Coleman Quartet 1960

    This Is Our Music

    Listen for
    The lineup is alto sax, cornet, bass and drums, with no piano or guitar to play chords. Listen for what carries the tune's harmony.
    Try this
    Sing or play the melody, with only a bass note under each bar: the root of the chart's chord. Smaller version: do bars 1–8 only.
  8. Step 8 · Hear a recent version Now playing

    Fred Hersch, Drew Gress and Joey Baron 2024

    The Surrounding Green

    Listen for
    Piano, double bass and drums: Fred Hersch, Drew Gress and Joey Baron, recorded in Lugano in May 2024. The track runs 6 minutes 32 seconds.
    Try this
    Play the C part (bars 25–32) of the chart, then play bars 31 and 32 (Gmaj7, then Am7 D7) once more as a turnaround. Smaller version: play only Am7 and D7, one bar each.

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