Jazz Changes

Jule Styne, music · Sammy Cahn, lyrics · Sung by Frank Sinatra in the film Anchors Aweigh (1945)

I Fall in Love Too Easily

Jule Styne and Sammy Cahn wrote it for the film Anchors Aweigh, where Frank Sinatra sang it. It runs only sixteen , and Miles Davis kept it in his quintets' repertoire through the 1960s. Hear it from Sinatra, Chet Baker, Bill Evans, Miles Davis, Keith Jarrett and Shirley Horn.

Listen in this order

The path starts with Frank Sinatra's 1944 record and Chet Baker's 1954 version, then moves through a seven-piece band, a piano trio and two Miles Davis quintets. It ends with Keith Jarrett's trio and a vocal tribute to Miles by Shirley Horn.

8 recordings, 1944 to 1997 · Play all 8 on YouTube ↗

  1. Frank Sinatra with Axel Stordahl1944
  2. Chet Baker Quartet1954 · Vocal
  3. Benny Golson1960 · Bebop
  4. The Bill Evans Trio1962 · Cool jazz
  5. Miles Davis Quintet1963 · Hard bop
  6. Miles Davis Quintet1965
  7. Keith Jarrett, Gary Peacock, Jack DeJohnette1983 · Post-bop
  8. Shirley Horn1997 · Vocal

Step 1 of 8 Now playing✓ Heard

Learn the song

Frank Sinatra with Axel Stordahl · 1944

The Columbia Years

Frank Sinatra sang the song in the 1945 film Anchors Aweigh. He recorded it for Columbia in New York on December 1, 1944, with Axel Stordahl arranging and conducting.

Listen for
Sinatra sings with Axel Stordahl's orchestra, which has strings, a harp, saxophones and a small rhythm group. The whole song is over in 3:13.
Try it on your instrument

Play the first two as , two to a bar: , . A smaller version: play only the first chord of each bar, then E♭, and hum the tune over it.

Step 2 of 8 Now playing✓ Heard

Hear a trumpeter sing it

Chet Baker Quartet · 1954 · Vocal

Chet Baker Sings

Chet Baker recorded this version in Los Angeles on February 15, 1954, with a piano, bass and drums trio. He had first cut the song in October 1953 for a single, and this take went on the album Chet Baker Sings.

E♭ major · 4/4 · swing · 65 bpm (slow)

Listen for
Baker sings, and the credits list him on trumpet too, with Russ Freeman on piano. The track runs 3:20.
Try it on your instrument

Play the first four as : , , , . A smaller version: play only the first chord of each bar, , E♭, D and C.

Step 3 of 8 Now playing✓ Heard

Hear a small band play it

Benny Golson · 1960 · Bebop

“I Fall In Love Too Easily”, Take a Number from 1 to 10

Benny Golson recorded this version in New York on December 14, 1960, with a seven-piece band, for the Argo album Take a Number from 1 to 10.

Listen for
Trumpet, trombone, tenor saxophone and baritone saxophone play with a piano, bass and drums . The track runs 4:48.
Try it on your instrument

Play the last four as : , G7alt , Fm7 , C7♭9. A smaller version: play only the first chord of each bar, , G, F minor and E♭.

Step 4 of 8 Now playing✓ Heard

Hear a piano trio play it

The Bill Evans Trio · 1962 · Cool jazz

“I Fall In Love Too Easily”, Moon Beams

Bill Evans recorded this version in New York on June 2, 1962, with Chuck Israels on bass and Paul Motian on drums, for the Riverside album Moon Beams.

Listen for
Listen to Evans's piano, with Chuck Israels on bass and Paul Motian on drums. The track runs 2:42, the shortest of the eight steps.
Try it on your instrument

Play 3 to 6 as : , , Dm7♭5 G7♯9, . A smaller version: play only the first chord of each bar, D, C, D and C.

Step 5 of 8 Now playing✓ Heard

Hear the Miles Davis version

Miles Davis Quintet · 1963 · Hard bop, Modal jazz

“I Fall In Love Too Easily”, Seven Steps to Heaven

Miles Davis recorded this version in Los Angeles on April 16, 1963, with Victor Feldman on piano, Ron Carter on bass and Frank Butler on drums. It went on Seven Steps to Heaven and stayed in his quintet's repertoire through the 1960s.

Listen for
Davis plays muted trumpet; JazzStandards.com says he uses a Harmon mute here. The track runs 6:43, about twice as long as the Sinatra and Baker tracks.
Try it on your instrument

Play 9 to 12 as : D7alt, , , C7♭9. This moves fast and takes practice. A smaller version: play only the first chord of each bar, A, G, G and F.

Step 6 of 8 Now playing✓ Heard

Hear a live quintet stretch it

Miles Davis Quintet · 1965

“I Fall In Love Too Easily (Live at the Plugged Nickel, 1st set, December 22, 1965)”, The Complete Live at the Plugged Nickel

The Miles Davis Quintet played the song in the first set at the Plugged Nickel in Chicago on December 22, 1965. It first came out in a Japanese box set in 1992 and again in the 1995 complete edition.

Listen for
This is the song again, played live by a different quintet from the 1963 one, with Wayne Shorter on tenor saxophone and Herbie Hancock on piano. The track runs 11:44.
Try it on your instrument

Play the whole 16 as once, then play only the first chord of each bar and hum the tune over it. Improvising over the chords, as the quintet does, takes much more practice.

Step 7 of 8 Now playing✓ Heard

Hear a long trio version

Keith Jarrett, Gary Peacock, Jack DeJohnette · 1983 · Post-bop

“I Fall In Love Too Easily”, Standards, Vol. 2

Keith Jarrett, Gary Peacock and Jack DeJohnette recorded this at the Power Station in New York in January 1983. ECM issued it in 1985 on Standards, Vol. 2.

Listen for
Jarrett's trio takes the song for 5:14, with Gary Peacock on bass and Jack DeJohnette on drums.
Try it on your instrument

Play 7 and 8 as : , . A smaller version: play only the first chord of each bar, A and D.

Step 8 of 8 Now playing✓ Heard

End with a tribute to Miles

Shirley Horn · 1997 · Vocal

I Remember Miles

Shirley Horn recorded her tribute album to Miles Davis on December 5 to 7, 1997. Verve released it on June 9, 1998.

Listen for
Horn sings, and she is credited with piano on the album. The track runs 5:40.
Try it on your instrument

Sing or hum the first four while you play their : , , , . A smaller version: play only the first chord of each bar, , E♭, D and C.

Through the decades

  1. 1940s

    Jule Styne and Sammy Cahn write the song for the film Anchors Aweigh, where Frank Sinatra sings it. He records it for Columbia in New York on December 1, 1944, with Axel Stordahl arranging and conducting.

  2. 1950s

    Chet Baker records it as a vocal single in October 1953 and again in 1954 for Chet Baker Sings. Tony Bennett sings it on Cloud 7, recorded in 1954 and released by Columbia in 1955.

  3. 1960s

    Benny Golson records it with a seven-piece band in December 1960, and Bill Evans's trio follows in 1962. Miles Davis records it in 1963 and plays it live in Chicago in December 1965.

  4. 1980s

    Tommy Flanagan's trio records it in 1981 and Keith Jarrett's trio in January 1983. Chet Baker plays it with the Radio Symphony Hannover at a concert in Hanover on April 28, 1988.

  5. 1990s

    Shirley Horn records it in December 1997 for I Remember Miles, a tribute album to Miles Davis that Verve releases in 1998.

  6. 2020s

    Pat Metheny plays it alone on Dream Box, an album of solo tracks recorded in 2021 and 2022 and released in 2023.

More great versions

6 more, from 1953 to 2023. Tap a cover to play it here.

  1. Chet Baker Quartet1953 · Cool jazz
  2. Tony Bennett featuring Chuck Wayne1954 · Swing
  3. Miles Davis Quintet1965
  4. Tommy Flanagan Trio1981
  5. Chet Baker with the Radio Symphony Hannover1988
  6. Pat Metheny2023

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

E♭ majorusual key
16 barsA form
E♭ major → C minor → F minor → E♭ majorkey centers

The iReal Pro chart runs 16 in as a single section, with no repeated section and no middle part. It opens with and , then moves to with and in bars 3 and 4. Bars 5 to 10 stay around C minor: Dm7♭5 G7♯9, , , Dm7♭5 , Am7♭5 D7alt and G7♭9. Bars 11 and 12 turn to with and Fm7 C7♭9. The last four bars are Fm7 , G7alt C7♭9, Fm7 B♭7 and C7♭9, which bring the back to E♭.

Play the changes

E♭ major
Open in iReal Pro ↗
16 bars
Fm7B♭7
E♭maj7A♭maj7
Dm7♭5G7♯9
CmA7♭5
Dm7♭5G7♯9
Cm7Cm7/B♭
Am7♭5D7♭9
Dm7♭5G7♭9
Am7♭5D7alt
G7♭9
Gm7♭5C7♭9
Fm7C7♭9
Fm7A♭m7D♭7
G7altC7♭9
Fm7B♭7
E♭6C7♭9

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

More like this: Ballads · Hollywood

Players here, through other tunes: Chet Baker · Miles Davis · Ron Carter · Russ Freeman · Wayne Shorter · Herbie Hancock · Tony Williams · Frank Sinatra · Axel Stordahl · Carson Smith · Bob Neel · Freddie Hubbard