Jazz Changes

Richard Rodgers, music · Lorenz Hart, lyrics · From the Broadway musical The Boys from Syracuse, 1938

Falling in Love with Love

Falling in Love with Love is a waltz from the 1938 Rodgers and Hart musical The Boys from Syracuse. Muriel Angelus introduced it in the show. Several records here run nine minutes or longer, which leaves room for long solos. You can hear it from Clifford Brown, Jimmy Smith, Wes Montgomery, Sarah Vaughan and Keith Jarrett's trio.

Listen in this order

The path starts with Helen Merrill's 1954 vocal and Cannonball Adderley's 1955 saxophone with strings. It then follows Clifford Brown's Stockholm session, a live Oscar Peterson trio, an organ sextet, Kenny Dorham's quintet, Wes Montgomery's guitar and Keith Jarrett's live trio.

8 recordings, 1953 to 1985 · Play all 8 on YouTube ↗

  1. Clifford Brown and Art Farmer with the Swedish All Stars1953
  2. Helen Merrill with Quincy Jones1954 · Contemporary jazz
  3. Cannonball Adderley with strings1955 · Hard bop
  4. The Oscar Peterson Trio1956
  5. Jimmy Smith Sextet1957
  6. Kenny Dorham Quintet with Sonny Rollins1957 · Bebop
  7. Wes Montgomery with Monk and Buddy Montgomery1959
  8. Keith Jarrett, Gary Peacock and Jack DeJohnette1985 · Post-bop

Step 1 of 8 Now playing✓ Heard

Hear the song sung

Helen Merrill with Quincy Jones and His Orchestra · 1954 · Contemporary jazz

Helen Merrill

Helen Merrill recorded this in New York on December 24, 1954, with Quincy Jones arranging and conducting and Clifford Brown on trumpet. It came out on her 1955 EmArcy album Helen Merrill.

Listen for
Merrill sings the tune in under four minutes while Clifford Brown's trumpet and a small band play around her.
Try it on your instrument

Play the first eight with the of the iReal Pro chart: for four bars, for two, for two. Smaller version: hold only B♭maj7 for four bars while you hum the tune.

Step 2 of 8 Now playing✓ Heard

Hear the melody on a saxophone

Cannonball Adderley with strings · 1955 · Hard bop, Cool jazz

Julian Cannonball Adderley and Strings

Cannonball Adderley recorded this with a string orchestra in New York on October 27, 1955, directed by Richard Hayman with string arrangements by Bill Russo. It was issued that year on Julian Cannonball Adderley and Strings.

Listen for
An alto saxophone plays the tune over a string orchestra, and the whole track lasts about two and a half minutes.
Try it on your instrument

Play the eight that follow the opening four with the of the iReal Pro chart: for two bars, for two, Cm7 for two, F7 for two. Smaller version: play only the roots, C and then F, two bars each.

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Hear an arranged band take turns

Clifford Brown and Art Farmer with the Swedish All Stars · 1953

Clifford Brown, Art Farmer and the Swedish All Stars

Quincy Jones arranged and directed this September 15, 1953 session in Stockholm, which paired trumpeters Clifford Brown and Art Farmer with Swedish players. According to JazzStandards.com, the solos begin with baritone saxophonist Lars Gullin.

Listen for
An eight-piece band plays an arrangement; try to name each solo voice as it steps out, starting with the baritone saxophone.
Try it on your instrument

Follow the 32 while a soloist plays: for bars 1 to 4, and for bars 5 to 12, B♭maj7 for bars 13 to 20, then and , and , Cm7 and F7, two bars each. This is hard without a chart, so the smaller version is to tap the 32 bars once with the band.

Step 4 of 8 Now playing✓ Heard

Hear a trio play it live

The Oscar Peterson Trio · 1956

The Oscar Peterson Trio at the Stratford Shakespearean Festival

The Oscar Peterson Trio played this live at the Stratford Shakespearean Festival in Canada on August 8, 1956, with Herb Ellis on guitar and Ray Brown on bass. The song comes from a musical based on Shakespeare's The Comedy of Errors.

Listen for
Piano, guitar and bass play the tune for just over six minutes; listen for which of the three has the lead at each moment.
Try it on your instrument

Play the as a lead sheet: melody in the right hand, the iReal Pro in the left, bars 1 to 12 first (, , , Cm7, F7). Smaller version: play only bars 1 to 4, which stay on B♭maj7.

Step 5 of 8 Now playing✓ Heard

Hear it stretch out on organ

Jimmy Smith Sextet · 1957

A Date with Jimmy Smith, Volume One

Jimmy Smith led this sextet at Manhattan Towers in New York on February 11, 1957, with Donald Byrd, Lou Donaldson, Hank Mobley, Eddie McFadden and Art Blakey. The take runs 12:06 and was issued on A Date with Jimmy Smith, Volume One.

Listen for
An organ, a guitar and drums sit under three horns for twelve minutes; listen for how the organ's sound changes the feel compared with the earlier tracks.
Try it on your instrument

Pick one from the chart, such as , and play it with as a pair, the way bars 5 to 8 and 9 to 12 do. Smaller version: alternate just the notes C and F, one per bar.

Step 6 of 8 Now playing✓ Heard

Hear trumpet and tenor saxophone together

Kenny Dorham Quintet with Sonny Rollins · 1957 · Bebop

Jazz Contrasts

Kenny Dorham recorded this at Reeves Sound Studios in New York on May 21, 1957, with Sonny Rollins, Hank Jones, Oscar Pettiford and Max Roach. According to JazzStandards.com, Dorham was one of the trumpeters who came to the fore after Clifford Brown died in 1955.

Listen for
Trumpet and tenor saxophone share the for about nine minutes, with Max Roach's drums behind them.
Try it on your instrument

Play the stretch of bars 21 to 32 slowly: and , and , and , two bars each. Smaller version: play only the roots A, D, G, C, C, F, two bars each.

Step 7 of 8 Now playing✓ Heard

Hear a guitar lead

Wes Montgomery with Monk and Buddy Montgomery · 1959

Montgomeryland

Wes Montgomery recorded this in Los Angeles on October 1, 1959, with his brothers Monk and Buddy, Pony Poindexter and Louis Hayes. It came out in 1960 on Montgomeryland.

Listen for
Wes Montgomery's guitar and Pony Poindexter's alto saxophone lead the quintet for about six minutes.
Try it on your instrument

Play the melody on one string or one hand, over a steady count, while someone plays the chart's first twelve : for four bars, then , , Cm7, F7, two bars each. Smaller version: play the melody alone and tap the bars.

Step 8 of 8 Now playing✓ Heard

Hear a modern trio live

Keith Jarrett, Gary Peacock and Jack DeJohnette · 1985 · Post-bop

Standards Live

Keith Jarrett's trio recorded this live at the Palais des Congrès in Paris on July 2, 1985, and ECM issued it on Standards Live in 1986.

Listen for
Piano, bass and drums play for 8:41 in front of an audience; listen for how the three share the lead over that time.
Try it on your instrument

Play the full chart once through, 32 , with the from the iReal Pro chart. This takes some practice with ; the smaller version is to play bars 1 to 12 only and stop.

Through the decades

  1. 1930s

    Rodgers and Hart write the song for The Boys from Syracuse, which opens on Broadway in 1938 with Muriel Angelus introducing it. According to JazzStandards.com, a Frances Langford record with Harry Sosnik's orchestra charts in 1939 and reaches number 18.

  2. 1950s

    Clifford Brown plays it in Stockholm in 1953 and again behind Helen Merrill in 1954. In 1957 an organ sextet and a quintet with Sonny Rollins each stretch it past nine minutes.

  3. 1960s

    Grant Green plays guitar on a 1961 quintet record, Ahmad Jamal's trio plays it live in San Francisco, and Sheila Jordan sings it on a 1962 Blue Note album.

  4. 1980s

    Keith Jarrett's trio plays it live in Paris on July 2, 1985, in a version that runs 8:41. It comes out on Standards Live in 1986.

  5. 1990s

    Oscar Peterson plays it live at the Salle Pleyel in Paris on June 25, 1996. The 9:26 recording is released on Oscar in Paris in 1997.

More great versions

6 more, from 1957 to 1996. Tap a cover to play it here.

  1. Mal Waldron Sextet with John Coltrane1957 · Hard bop
  2. The Ahmad Jamal Trio1961
  3. Dave Bailey Quintet with Grant Green1961 · Hard bop
  4. Sheila Jordan1962 · Bebop
  5. Sarah Vaughan1963 · Soul jazz
  6. Oscar Peterson1996

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

B♭ majorusual key
32 barsA · B form
B♭ major → G minor → F major → Back toward B♭ majorkey centers

The song is a waltz in , three beats to the , and one is 32 bars. In the iReal Pro chart the first half, bars 1 to 16, plays for four bars, for two, for two, Cm7 for two, F7 for two, then B♭maj7 for four. Bars 17 to 20 stay on B♭maj7. The last twelve bars, 21 to 32, play and , then and , then Cm7 and F7, two bars each, which leads back to the top. On the last time through, the chart swaps in a different closing line: , , Cm7, , Cm7, F7, then B♭maj7, Gm7, Cm7, F7. Other lead sheets may divide the bars differently.

Play the changes

B♭ major
Open in iReal Pro ↗
44 bars
B♭maj7
B♭maj7
B♭maj7
B♭maj7
Cm7
Cm7
F7
F7
Cm7
Cm7
F7
F7
B♭maj7
B♭maj7
B♭maj7
B♭maj7
B♭maj7
B♭maj7
B♭maj7
B♭maj7
1.Am7♭5
Am7♭5
D7♭9
D7♭9
Gm7
Gm7
C7
C7
Cm7
Cm7
F7
F7
2.A♭7♯11
A♭7♯11
G7♭9
G7♭9
Cm7
B°7
Cm7
F7
B♭maj7
Gm7
Cm7
F7

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

More like this: Richard Rodgers · Broadway

Players here, through other tunes: Clifford Brown · Oscar Pettiford · Quincy Jones · Oscar Peterson · Helen Merrill · Danny Bank · Jimmy Jones · Barry Galbraith · Cannonball Adderley · Art Farmer · Herb Ellis · Ray Brown