Jazz Changes

Gus Arnheim and Abe Lyman, music · Arthur Freed, lyrics · Introduced by Abe Lyman and His Orchestra, 1923

I Cried for You

Gus Arnheim and Abe Lyman wrote this song in 1923, with words by Arthur Freed. Its tune runs forty , with a long middle part that wanders away from the before returning. Hear it from Billie Holiday, Louis Armstrong, Sarah Vaughan, Ella Fitzgerald and Zoot Sims.

Listen in this order

The path starts with Billie Holiday's 1936 record, then hears a live Louis Armstrong set, Sarah Vaughan with an orchestra and Holiday again in 1954. Later steps give Ella Fitzgerald with only a piano, Zoot Sims twice, and two trumpets with Oscar Peterson.

8 recordings, 1936 to 1978 · Play all 8 on YouTube ↗

  1. Teddy Wilson1936
  2. Louis Armstrong1947 · Swing
  3. Sarah Vaughan with Hugo Winterhalter's orchestra1949
  4. Billie Holiday1954 · Swing
  5. Ella Fitzgerald1960
  6. Zoot Sims Quartet1960 · Cool jazz
  7. Roy Eldridge, Dizzy Gillespie and Oscar Peterson1975 · Bebop
  8. Zoot Sims1978 · Swing

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Learn the song

Teddy Wilson and His Orchestra (Billie Holiday, vocal) · 1936

Brunswick 78 single

Billie Holiday sings it with a small band from Teddy Wilson's orchestra, recorded in New York on June 30, 1936. Johnny Hodges plays alto saxophone and Jonah Jones trumpet, and the record came out on Brunswick 7729 with My Melancholy Baby on the other side.

Listen for
Billie Holiday sings the song with a small swing band behind her. Listen for Johnny Hodges' alto saxophone and Teddy Wilson's piano around her voice; the whole record runs a little over three minutes.
Try it on your instrument

Play the first four slowly in F, one bar at a time: , then and together, then over a G in the bass, then . Hum the melody over them and repeat until the four bars feel steady.

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Hear it live

Louis Armstrong and His All Stars · 1947 · Swing

Satchmo at Symphony Hall

Louis Armstrong's All Stars play it at Symphony Hall in Boston on November 30, 1947, with Velma Middleton singing. The concert was released on LP in 1951, and this track is on the 2012 complete edition.

Listen for
Velma Middleton sings the song with the All Stars in front of a Boston audience. The track runs five minutes, nearly two minutes longer than the 1936 record.
Try it on your instrument

Play 1 to 8 once through at a steady pace: , and , over G, , , , , F6. Then play them again without stopping to fix mistakes, as a live band would.

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Hear a singer with an orchestra

Sarah Vaughan with Hugo Winterhalter's orchestra · 1949

Columbia 78/45 single

Sarah Vaughan recorded it for Columbia in New York on September 28, 1949, with an orchestra conducted by Hugo Winterhalter. The record was collected in 1955 on her Columbia compilation After Hours.

Listen for
Sarah Vaughan sings with a studio orchestra and a of piano, guitar, bass and drums. The record runs two and a half minutes, so her voice carries most of it.
Try it on your instrument

Play 9 to 16 of the first section: , and , , , then C7 for two more bars, , and with . Hum the melody over the long C7 and notice how it sets up the second section.

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Hear a small jazz group

Billie Holiday and Her Orchestra · 1954 · Swing

Billie Holiday

Billie Holiday recorded it in New York on April 14, 1954, with Oscar Peterson at the piano, Herb Ellis on guitar and Charlie Shavers on trumpet. It came out that year on the Clef LP Billie Holiday and again in 1955 on Recital by Billie Holiday.

Listen for
Charlie Shavers' trumpet and Oscar Peterson's piano frame Billie Holiday's voice, and the record stops at two and a half minutes. Compare her sound here with the 1936 record, eighteen years earlier.
Try it on your instrument

Play the of 1 to 8 with one hand while you hum or play the melody with the other: , and , over G, , , , , F6. Go slowly and keep the same pulse the whole way.

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Hear voice and piano

Ella Fitzgerald · 1960

Ella Fitzgerald Sings Songs from the Soundtrack of "Let No Man Write My Epitaph"

Ella Fitzgerald recorded it in Hollywood in April 1960 with only Paul Smith at the piano, for an album tied to the film Let No Man Write My Epitaph. Norman Granz produced it for Verve.

Listen for
Ella Fitzgerald sings with nothing but a piano, so every word and every is easy to follow. The record runs three and a half minutes.
Try it on your instrument

Be your own duo: play the of 1 to 4 on a piano or keyboard (, and , over G, ) and sing or hum the melody over them. Do the first 16-bar section twice.

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Hear a tenor saxophone lead

Zoot Sims Quartet · 1960 · Cool jazz, Swing

Down Home

Zoot Sims recorded this tenor saxophone quartet track in New York in July 1960, with Dave McKenna on piano, for the Bethlehem album Down Home. It runs about six and a half minutes.

Listen for
Zoot Sims leads on tenor saxophone with Dave McKenna's piano, bass and drums behind him. The track runs 6:49, more than twice the length of the 1936 record.
Try it on your instrument

Play the last eight of the middle section: for four bars, for three bars, then for one. Notice how far these sit from F before C7 leads back into the final return.

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Hear two trumpets

Roy Eldridge, Dizzy Gillespie and Oscar Peterson · 1975 · Bebop, Swing

“I Cried for You (Now It's Your Turn to Cry Over Me)”, Jazz Maturity... Where It's Coming From

Roy Eldridge and Dizzy Gillespie play it as a two-trumpet feature with Oscar Peterson's at RCA Studios in New York on June 3, 1975. Norman Granz's Pablo label issued it in 1978.

Listen for
Two trumpets, Roy Eldridge's and Dizzy Gillespie's, share the record with Oscar Peterson's piano, Ray Brown's bass and Mickey Roker's drums. At almost eight minutes it is the longest track on the path.
Try it on your instrument

Trade phrases with yourself: play the melody over 1 to 4, then answer with those four bars as plain (, and , over G, ). Keep going through the first section. Players who can improvise can answer with their own phrase instead of the chords.

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Hear the tenor again, years later

Zoot Sims · 1978 · Swing

For Lady Day

Zoot Sims recorded it again in New York on April 10 and 11, 1978, now with Jimmy Rowles on piano. It is on the album For Lady Day, produced by Norman Granz for Pablo.

Listen for
Zoot Sims plays tenor saxophone again, eighteen years after Down Home, with Jimmy Rowles at the piano. At four and a half minutes it is shorter than his 1960 version.
Try it on your instrument

Play the short closing section, eight : , and , over G, , , , , then Gm7 and C7 together. The last bar leaves the harmony open so the tune can go around again.

Through the decades

  1. 1920s

    Gus Arnheim and Abe Lyman write the music and Arthur Freed the words in 1923. Abe Lyman and His Orchestra introduce the song that year.

  2. 1930s

    Billie Holiday sings it with a small band from Teddy Wilson's orchestra in New York on June 30, 1936. Johnny Hodges plays alto saxophone in the group.

  3. 1940s

    Louis Armstrong's All Stars play it live in Boston in 1947, with Velma Middleton singing. Sarah Vaughan records it in 1949 with Hugo Winterhalter's orchestra.

  4. 1950s

    Billie Holiday returns to it in 1954 with Oscar Peterson, Herb Ellis and Charlie Shavers. Johnny Griffin's quartet plays it in Chicago in a session dated 1956.

  5. 1960s

    Ella Fitzgerald sings it with only Paul Smith's piano in Hollywood in April 1960. Zoot Sims leads a tenor saxophone quartet through it that July, and Carmen McRae sings it in 1961.

  6. 1970s

    Roy Eldridge and Dizzy Gillespie play it as a two-trumpet feature in 1975 with Oscar Peterson at the piano. Zoot Sims returns to it in 1978 on his album For Lady Day.

More great versions

1 more, from 1956 to 1956. Tap a cover to play it here.

  1. Johnny Griffin Quartet1956 · Hard bop

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
40 barsA · B · A form
F majorkey centers

The tune is 40 : a 16-bar A, a 16-bar B and a short 8-bar A. The first A opens on , with and sharing bar 2, over a G in bar 3 and in bar 4. and follow in bars 5 and 6, then in bars 7 and 8 ( joins F6 in bar 7). Bars 9 to 12 repeat the opening in a shorter form (Fmaj7, Am7 D7, Gm7, C7), C7 stays for bars 13 and 14, arrives in bar 15, and bar 16 holds and . The starts like the A for five bars, then bar 6 splits C7 and . lasts two bars, D7 four bars and G7 three bars, and C7 in bar 16 leads into the last A. That A is the first A cut to eight bars, ending on Gm7 and C7 together.

Play the changes

F major
Open in iReal Pro ↗
A16 bars
Fmaj7
Am7D7
Dm7/G
G7
Gm7
C7
F6C7♯5
F6
Fmaj7
Am7D7
Gm7
C7
C7
C7
G♯°7
C7/GG♭7♭5
B16 bars
Fmaj7
Am7D7
Dm7/G
G7
Gm7
C7B♭7
A7
A7
D7
D7
D7
D7
G7
G7
G7
C7
A8 bars
Fmaj7
Am7D7
Dm7/G
G7
Gm7
C7
F6
Gm7C7

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

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