Jazz Changes

Jimmy McHugh, music · Clarence Gaskill, lyrics · First recorded by Cliff Edwards, 1927

I Can't Believe That You're in Love with Me

Jimmy McHugh and Clarence Gaskill wrote this song in 1926. Cliff Edwards made the first record in January 1927, and Roger Wolfe Kahn's orchestra had the hit. Armstrong, Holiday, Getz and Pepper recorded it, and Claudia Drake sings it in the 1945 film Detour.

Listen in this order

The path starts with the 1927 dance-band hit, then follows Louis Armstrong, Billie Holiday and Artie Shaw through the 1930s. It moves to Lee Konitz, Stan Getz and Art Pepper, and ends with Terence Blanchard and Dianne Reeves in 2001.

8 recordings, 1927 to 2001 · Play all 8 on YouTube ↗

  1. Roger Wolfe Kahn1927
  2. Louis Armstrong1930
  3. Billie Holiday with Teddy Wilson1938 · Swing
  4. Artie Shaw1938 · Big band
  5. Lee Konitz and the Gerry Mulligan Quartet1953 · Bebop
  6. Stan Getz Quartet1955
  7. Art Pepper Quartet1960 · Post-bop
  8. Terence Blanchard featuring Dianne Reeves2001 · Soul jazz

Step 1 of 8 Now playing✓ Heard

Hear the song in its first hit version

Roger Wolfe Kahn and His Orchestra · 1927

Vintage Jazz

Roger Wolfe Kahn and his orchestra recorded the song on March 2, 1927. According to JazzStandards.com, their record reached number 11 on the charts, which Cliff Edwards's earlier January 1927 record did not.

Listen for
A dance orchestra plays the whole tune as an instrumental, 2:56 long. Use it as the plain version to compare every later record against.
Try it on your instrument

Play the slowly, one per bar: , , , , , G7, Cmaj7, then in the last bar. Hum the melody over it. Smaller version: play only the first four chords.

Step 2 of 8 Now playing✓ Heard

Hear a jazz great take the song

Louis Armstrong and His Orchestra · 1930

OKeh 41415

Louis Armstrong and his orchestra recorded the song for OKeh in New York on April 5, 1930. Armstrong sings it and plays trumpet on the record.

Listen for
Armstrong sings and plays trumpet on the same record, with a full band behind him for all 3:04. Notice that one musician leads twice, once with his voice and once with his horn.
Try it on your instrument

Hum the tune over the until it feels easy, then play it again starting each phrase a little later than the page says. Smaller version: the first four only.

Step 3 of 8 Now playing✓ Heard

Hear a singer with a small band

Billie Holiday with Teddy Wilson and His Orchestra · 1938 · Swing

“I Can't Believe That You're in Love with Me (Alternate Take)”, Lady Day: The Complete Billie Holiday on Columbia 1933-1944

Teddy Wilson led the band for this session in New York on January 6, 1938, with Billie Holiday singing and Lester Young on tenor sax. The take first issued on Brunswick 8070 is a different take from the alternate linked here.

Listen for
Holiday sings with a seven-piece band, and Lester Young's tenor sax plays alongside her voice. With so few players, you can pick out each instrument.
Try it on your instrument

Play the in a relaxed tempo and sing or hum the tune over them. Then play 1 to 4 with a steady left-hand note on every beat. Smaller version: one chord per bar only.

Step 4 of 8 Now playing✓ Heard

Hear a big swing band

Artie Shaw and His Orchestra · 1938 · Big band

The Essential Artie Shaw

Artie Shaw's big band recorded the song at Victor's Studio 2 in New York on July 24, 1938, and Bluebird issued it as B-7772.

Listen for
A band of fifteen players, with three trumpets, three trombones and four saxophones, plays the song for 3:08. Shaw is a clarinetist, so listen for the clarinet among the horns.
Try it on your instrument

Play the with a swing feel, one per , and keep a steady beat with your left hand. Smaller version: the chords of bars 1 to 4 only.

Step 5 of 8 Now playing✓ Heard

Hear a cool jazz alto sax

Lee Konitz and the Gerry Mulligan Quartet · 1953 · Bebop, Cool jazz

Konitz Meets Mulligan

Lee Konitz recorded the song in Los Angeles on February 1, 1953, at a home studio. It first came out on the Pacific Jazz 10-inch LP PJLP 2 and later joined the 1957 album Konitz Meets Mulligan.

Listen for
Konitz leads on alto sax with bass and drums behind him, and the track runs 3:09. It is a good place to hear the tune carried by one horn.
Try it on your instrument

Play the melody of the on your instrument with only the root note of each under it, one note per . Smaller version: the first four bars only.

Step 6 of 8 Now playing✓ Heard

Hear a quartet stretch the tune out

Stan Getz Quartet · 1955

Stan Getz in Stockholm

Stan Getz recorded the song in Stockholm on December 16, 1955, with Bengt Hallberg, Gunnar Johnson and Anders Burman. Verve issued it on the album Stan Getz in Stockholm.

Listen for
Getz's tenor sax leads a piano, bass and drums quartet. The track runs 5:17, the longest so far.
Try it on your instrument

Play the whole 32 as a loop, A then A then B then A, with one per bar, and repeat it. That loop is what the players solo over. Soloing over it takes practice; a smaller version is to play only the melody twice through.

Step 7 of 8 Now playing✓ Heard

Hear a second alto sax voice

Art Pepper Quartet · 1960 · Post-bop, Cool jazz

Intensity

Art Pepper recorded Intensity in Los Angeles on November 23 and 25, 1960, and Contemporary released it in 1963. According to JazzStandards.com, this was Pepper's third recording of the tune and his last session before a long break.

Listen for
Pepper's alto sax leads a piano, bass and drums quartet for 4:24. Compare it with the Konitz record from seven years earlier; both put the tune on alto sax over a small .
Try it on your instrument

Play the and sing or play the tune over them, then try the same two at a slower and a faster tempo. Smaller version: one chord per bar, first four bars.

Step 8 of 8 Now playing✓ Heard

Hear a recent version

Terence Blanchard featuring Dianne Reeves · 2001 · Soul jazz, Contemporary jazz

“I Can't Believe That You're in Love with Me (Vocal)”, Let's Get Lost

Terence Blanchard recorded the song with singer Dianne Reeves in early 2001 for Let's Get Lost, an album of Jimmy McHugh songs that Sony Classical released on May 22, 2001.

Listen for
Reeves sings and Blanchard plays muted trumpet, with piano, bass and drums, in the longest track on the path at 5:45.
Try it on your instrument

Play the and sing or hum the tune over them in a slow tempo, leaving a of silence between . Smaller version: first four bars only.

Through the decades

  1. 1920s

    Jimmy McHugh and Clarence Gaskill write the song in 1926. Cliff Edwards records it in January 1927, and Roger Wolfe Kahn's orchestra follows in March, reaching number 11 on the charts, according to JazzStandards.com.

  2. 1930s

    Louis Armstrong records it with his orchestra in New York in April 1930. Billie Holiday sings it with Teddy Wilson's band and Lester Young in January 1938, and Artie Shaw's big band records it that July.

  3. 1940s

    The Chocolate Dandies, an all-star group under Benny Carter, record it in New York in May 1940, with Coleman Hawkins and Roy Eldridge. Erroll Garner's trio follows in Los Angeles in March 1949.

  4. 1950s

    Lee Konitz plays it on alto sax in Los Angeles in February 1953, on a record tied to the Gerry Mulligan Quartet. Stan Getz plays it with a piano, bass and drums quartet in Stockholm in December 1955.

  5. 1960s

    Art Pepper records it for the Contemporary album Intensity in November 1960. Frank Sinatra sings it with Nelson Riddle's orchestra on a Capitol album recorded in August and September 1960.

  6. 2000s

    Terence Blanchard records it with singer Dianne Reeves in early 2001 for Let's Get Lost, an album of Jimmy McHugh songs.

More great versions

5 more, from 1940 to 1960. Tap a cover to play it here.

  1. The Chocolate Dandies1940
  2. Erroll Garner Trio1949
  3. The Oscar Peterson Trio1954
  4. Joe Williams with Count Basie1956
  5. Frank Sinatra1960 · 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

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

The tune stays in . Bars 1 to 8 (A): , , , , , G7, Cmaj7, . Bars 9 to 16 (A): F6, B♭7, Cmaj7, D7, G7, G7, , C6. Bars 17 to 24 (B, the ): , E7, , A7, D7, D7, G7, G7 with C7 at the end. Bars 25 to 32 (A): F6, B♭7, Cmaj7, D7, G7, G7, Cmaj7, Gm7 C7. These follow the iReal Pro chart; other lead sheets may spell some differently.

Play the changes

C major
Open in iReal Pro ↗
A8 bars
F6
B♭7
Cmaj7
D7
G7
G7
Cmaj7
Gm7C7
A8 bars
F6
B♭7
Cmaj7
D7
G7
G7
C6F7
C6
B8 bars
E7
E7
A7
A7
D7
D7
G7
G7G7C7
A8 bars
F6
B♭7
Cmaj7
D7
G7
G7
Cmaj7
Gm7C7

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

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