Jazz Changes

George Gershwin, music · Ira Gershwin, lyrics · From the Broadway musical Lady, Be Good, 1924

Fascinating Rhythm

Cliff Edwards and the Astaires introduced it in the 1924 Broadway musical Lady, Be Good. The melody leans on a short, jumpy pattern that keeps coming back. The versions here run from Paul Whiteman's 1924 band to Jobim's 1987 record.

Listen in this order

The path starts with two 1920s records, then follows the tune through a Hawaiian steel guitar, a piano trio, a singer with a horn band, a saxophone quartet and a violin session.

8 recordings, 1924 to 1959 · Play all 8 on YouTube ↗

  1. Paul Whiteman1924
  2. Fred and Adele Astaire with George Gershwin1926
  3. Sol Hoʻopiʻi and His Novelty Five1938
  4. Oscar Peterson Trio1952 · Bebop
  5. Mel Tormé with the Marty Paich Dek-Tette1956 · Big band
  6. Vince Guaraldi Trio1956 · Cool jazz
  7. Art Pepper Quartet1957 · Cool jazz
  8. Stuff Smith1959 · Swing

Step 1 of 8 Now playing✓ Heard

Start with a 1924 band record

Paul Whiteman and His Orchestra · 1924

Victor 19551

Paul Whiteman's orchestra recorded it for Victor in New York on December 29, 1924, about two weeks after the song was published. The record came out as Victor 19551.

Listen for
Paul Whiteman's orchestra plays the song straight through in 2:52. Keep it as the starting point and listen for what each later step changes.
Try it on your instrument

Play the first in F: for 1 to 4 and for bars 5 to 8. Smaller version: hold C7 for four bars and F7 for four bars with the melody on top.

Step 2 of 8 Now playing✓ Heard

Hear the stage stars with the composer

Fred and Adele Astaire with George Gershwin · 1926

Columbia

Fred and Adele Astaire, who introduced the song on stage, recorded it in London on April 19, 1926, with George Gershwin at the piano. The record is on the Library of Congress National Recording Registry.

Listen for
Fred and Adele Astaire sing it with George Gershwin on piano, so the composer is the only accompanist. The whole take runs 2:28.
Try it on your instrument

Play the in F, one per except where two are shown: , and , , and , , , Gm7, C7. Smaller version: play only the first three bars, B♭6, Gm7 and C7, F6.

Step 3 of 8 Now playing✓ Heard

Hear the tune on steel guitar

Sol Hoʻopiʻi and His Novelty Five · 1938

Decca 2280

Sol Hoʻopiʻi recorded it for Decca in Los Angeles on December 15, 1938, as a Hawaiian steel guitar number. The Library of Congress added the recording to its National Recording Registry.

Listen for
Sol Hoʻopiʻi leads on Hawaiian steel guitar for 2:46. Listen for the sliding sound of the steel guitar carrying the tune.
Try it on your instrument

Play the in F: in 1, and in bar 2, , , and in bars 3 to 6, then in bars 7 and 8. Smaller version: play only the last three bars, C7, F6, F6.

Step 4 of 8 Now playing✓ Heard

Hear a piano trio take it

Oscar Peterson Trio · 1952 · Bebop

“Fascinatin' Rhythm”, Oscar Peterson Plays George Gershwin

Oscar Peterson recorded it in Los Angeles in early December 1952 with guitarist Barney Kessel and bassist Ray Brown. It came out in 1953 on the LP Oscar Peterson Plays George Gershwin.

Listen for
Peterson's piano leads, with Barney Kessel on guitar and Ray Brown on bass, for 2:55.
Try it on your instrument

Play the whole in F in order: A, B, A, C. Smaller version: loop the , for four and for four bars.

Step 5 of 8 Now playing✓ Heard

Hear a singer with a horn band

Mel Tormé with the Marty Paich Dek-Tette · 1956 · Big band, Swing

Mel Tormé with the Marty Paich Dek-Tette

Mel Tormé sings it with Marty Paich's Dek-Tette, a band of trumpets, trombone, French horn, tuba and saxophones. The album was recorded on January 20, 1956, with Paich as arranger and conductor.

Listen for
Mel Tormé sings, and the band of horns, bass and drums plays behind him for 2:28.
Try it on your instrument

Play the first in F with the on the off-beats, the 'and' after each count: for four , then for four bars. Smaller version: play the chords on the beat first, then move them off it.

Step 6 of 8 Now playing✓ Heard

Hear a piano, guitar and bass trio

Vince Guaraldi Trio · 1956 · Cool jazz

Vince Guaraldi Trio

Vince Guaraldi recorded this trio album for Fantasy in San Francisco in April 1956 with guitarist Eddie Duran and bassist Dean Reilly. It came out that September.

Listen for
Vince Guaraldi's piano leads, with Eddie Duran on guitar and Dean Reilly on bass, for 2:48.
Try it on your instrument

Play the first in F with a bass note on every beat: for four , then for four bars. Smaller version: one bass note per bar.

Step 7 of 8 Now playing✓ Heard

Hear a saxophone quartet

Art Pepper Quartet · 1957 · Cool jazz, Bebop

“Fascinatin' Rhythm”, The Art of Pepper Vol. II

Art Pepper's quartet cut it on April 1, 1957, at Audio Arts Studio in Hollywood with pianist Carl Perkins, bassist Ben Tucker and drummer Chuck Flores. It first came out on Omega.

Listen for
Art Pepper's alto sax leads, with Carl Perkins on piano, Ben Tucker on bass and Chuck Flores on drums. At 4:24 it is the longest take on the path so far.
Try it on your instrument

Soloing over needs more than melody and . Smaller version: play the , then , and improvise using only the notes of each chord, C E G B♭ over C7 and F A C E♭ over F7.

Step 8 of 8 Now playing✓ Heard

Hear a violin lead the tune

Stuff Smith · 1959 · Swing

Cat on a Hot Fiddle

Stuff Smith recorded this album for Verve on August 7, 1959, in Washington, D.C. It was the recording debut of pianist Shirley Horn.

Listen for
Stuff Smith leads on violin for 2:49. This is the last step, so compare how a violin carries the tune with the steps before it.
Try it on your instrument

Play the , ending on , and then the , ending on , and hear how one ends asking for another round while the other finishes. Smaller version: play only the last two of each, C7 then F6.

Through the decades

  1. 1920s

    The Gershwins write it for the 1924 show Lady, Be Good. Paul Whiteman's orchestra records it that December, and Fred and Adele Astaire record it in London in 1926 with George Gershwin at the piano.

  2. 1930s

    Sol Hoʻopiʻi plays it on Hawaiian steel guitar for Decca in Los Angeles in December 1938. The Library of Congress later adds that record to its National Recording Registry.

  3. 1950s

    Oscar Peterson's trio records it in Los Angeles in 1952. Art Pepper's alto sax quartet follows in 1957, and Ella Fitzgerald sings it in 1959 on her Gershwin Song Book with arrangements by Nelson Riddle.

  4. 1960s

    Drummer Buddy Rich records it on his 1961 album Playtime, with an arrangement credited to Mike Mainieri.

  5. 1980s

    Antônio Carlos Jobim records it for his album Passarim at Polygram Studios in Rio de Janeiro between late 1986 and early 1987.

  6. 2000s

    Guillermo Klein pairs it with the song Moliendo Café on his 2005 album Una Nave for Sunnyside.

More great versions

6 more, from 1924 to 2005. Tap a cover to play it here.

  1. Cliff Edwards1924
  2. Louie Bellson1954
  3. Ella Fitzgerald1959 · Vocal
  4. Buddy Rich Quintet1961
  5. Antônio Carlos Jobim1987
  6. Guillermo Klein2005 · Contemporary jazz

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

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

The runs A, B, A, C, eight each, in F. Each sits on for four bars and for four bars. B starts on and goes and C7, , and , , , Gm7, and ends on C7, which sends you back to A. C starts on B♭6, goes Em7♭5 and A7♭9, Dm7, G7, Gm7, C7, and lands on F6 for the last two bars. Many charts also carry a 16-bar that starts in and moves to .

Play the changes

F major
Open in iReal Pro ↗
v16 bars
FmFm/E♭
Dm7♭5D♭7
Fm/CB°7
B♭7Fm/A♭C7/G
FmFm/E♭
Dm7♭5D♭7
Fm/CC7♭13
F6
CmCm/B♭
Am7♭5A♭7
Cm/GF♯°7
F7Cm/E♭G7/D
CmCm/B♭
Am7♭5Fm/A♭
G7
C7
A8 bars
C7
C7
C7
C7
F7
F7
F7
F7
B8 bars
1.B♭6
Gm7C7
F6
Em7♭5A7♭9
Dm7
G7
Gm7
C7
C8 bars
2.B♭6
Em7♭5A7♭9
Dm7
G7
Gm7
C7
F6
F6

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

More like this: George Gershwin · Broadway

Players here, through other tunes: Red Mitchell · Fred Astaire · Oscar Peterson · Barney Kessel · Ray Brown · Mel Tormé · Marty Paich · Don Fagerquist · Bob Enevoldsen · Bud Shank · Bob Cooper · Vince DeRosa