Jazz Changes

Harry Warren, music · Al Dubin, lyrics · Introduced by Dick Powell in the film Dames, 1934

I Only Have Eyes for You

Harry Warren and Al Dubin wrote this love song for the 1934 film Dames, where Dick Powell sings it. Players take it as a slow ballad or at a swinging pace, and many singers have recorded it. You can hear it from Ben Selvin's dance orchestra in 1934 to Archie Shepp and Mal Waldron in 2002.

Listen in this order

Eight versions, from Ben Selvin's dance orchestra in 1934 to Archie Shepp and Mal Waldron's saxophone and piano duo in 2002. Along the way you hear Coleman Hawkins on tenor saxophone, Erroll Garner's piano trio, Billie Holiday and Ella Fitzgerald singing, and the Flamingos as a vocal group. Billy Eckstine, Etta Jones and others sit with the extras.

8 recordings, 1934 to 2002 · Play all 8 on YouTube ↗

  1. Ben Selvin1934
  2. Coleman Hawkins Quintet1944 · Contemporary jazz
  3. Erroll Garner Trio1949
  4. Stan Getz and the Swedish All Stars1951
  5. Billie Holiday1952
  6. The Flamingos1959
  7. Ella Fitzgerald with Nelson Riddle1961 · Big band
  8. Archie Shepp and Mal Waldron2002 · Modal jazz

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Learn the song

Ben Selvin and His Orchestra (Howard Phillips, vocal) · 1934

I Only Have Eyes for You

Ben Selvin's orchestra recorded the song for Columbia in New York on June 28, 1934, with Howard Phillips singing. According to Classic Jazz Standards, the record reached number two on the charts that summer.

Listen for
Howard Phillips sings the song straight through with the dance orchestra behind him. Use it to learn the melody before any jazz player changes it.
Try it on your instrument

Play the first four of the as : , , Dm7, G7. Add the melody on top if you know it. Smaller version: play only Dm7 and G7 back and forth.

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Hear it as a jazz instrumental

Coleman Hawkins Quintet (with Roy Eldridge and Teddy Wilson) · 1944 · Contemporary jazz, Swing

Verve Jazz Masters 34: Coleman Hawkins

Coleman Hawkins recorded the song in New York on January 31, 1944, at his first session for the Keynote label. Trumpeter Roy Eldridge and pianist Teddy Wilson play with him.

Listen for
Coleman Hawkins plays the tune on tenor saxophone. Roy Eldridge's trumpet and Teddy Wilson's piano also take their turns in front of the bass and drums.
Try it on your instrument

Play the whole as , one chord per bar: , , Dm7, G7, , Cmaj7 , , . Smaller version: play only the first four bars.

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Hear a piano trio

Erroll Garner Trio · 1949

Savoy 723

Erroll Garner recorded the song for Savoy in Los Angeles on March 29, 1949, with John Simmons on bass and Alvin Stoller on drums.

Listen for
Erroll Garner plays the tune on piano with bass and drums behind him, and the whole record runs just under three minutes.
Try it on your instrument

Play the melody with your right hand and one per with your left, using the chords: , , Dm7, G7, . Smaller version: play the melody alone, slowly.

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Hear it on tenor saxophone

Stan Getz and the Swedish All Stars (featuring Bengt Hallberg) · 1951

Single: I Only Have Eyes For You / I'm Getting Sentimental

Stan Getz recorded the song in Stockholm on March 23, 1951, with Bengt Hallberg on piano. It came out on the Swedish Metronome label and on Roost in the United States.

Listen for
Stan Getz leads on tenor saxophone, with Swedish musicians on piano, bass and drums behind him. Compare how much of the original tune you can still follow.
Try it on your instrument

Play the as , one per bar: , , , , , G7, Em7, . Smaller version: play only the first four bars.

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Hear a great singer take it

Billie Holiday and Her Orchestra · 1952

Single: These Foolish Things / I Only Have Eyes For You

Billie Holiday recorded the song at Radio Recorders in Los Angeles on March 26, 1952, with Oscar Peterson on piano and Ray Brown on bass. Mercury and Clef issued it that year.

Listen for
Billie Holiday sings it with a small group around her. Listen for Charlie Shavers's trumpet and Flip Phillips's tenor saxophone near her voice.
Try it on your instrument

Play the last four of the tune as : , , , . Repeat them as a short loop. Smaller version: play only Dm7, G7 and C6.

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Hear a vocal group

The Flamingos · 1959

Flamingo Serenade

The Flamingos recorded their doo-wop version at Bell Sound Studios in New York in 1959, and End released it as a single that May. It peaked at number 11 on the Billboard Hot 100.

Listen for
The Flamingos' voices float over a slow rocking beat with piano, guitar and soft brushed drums. Listen for the echo on the voices.
Try it on your instrument

Play and on a piano or guitar in a slow rocking pattern of three even pulses to each beat, and hum the tune over it. Smaller version: play one per .

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Hear it with an orchestra

Ella Fitzgerald with Nelson Riddle and His Orchestra · 1961 · Big band

Ella Swings Brightly with Nelson

Ella Fitzgerald recorded the song in November 1961 with Nelson Riddle's orchestra, and Verve released it on Ella Swings Brightly with Nelson in 1962.

Listen for
Ella Fitzgerald sings with Nelson Riddle's orchestra, and the whole track runs under three minutes. Ronnie Lang is credited on alto saxophone.
Try it on your instrument

Play the with a bouncing swing rhythm, long-short for each beat, instead of even beats: , , Dm7, G7, . Smaller version: play only Dm7 and G7.

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Hear it stretched out

Archie Shepp and Mal Waldron · 2002 · Modal jazz, Post-bop

Left Alone Revisited

Archie Shepp and Mal Waldron recorded the song at La Muse En Circuit in Paris on February 7 and 8, 2002, for the Enja album Left Alone Revisited.

Listen for
Archie Shepp's saxophone and Mal Waldron's piano play as a duo for almost seven minutes, more than twice as long as the 1934 dance-band record.
Try it on your instrument

Play all 36 of the chart slowly, one per bar (two chords where the bar has two), and stop on the at the end. Smaller version: play only the last 12 bars.

Through the decades

  1. 1930s

    Harry Warren and Al Dubin write the song for the film Dames in 1934, and Dick Powell sings it on screen. Ben Selvin's and Eddy Duchin's dance orchestras record it that June, each with a male singer.

  2. 1940s

    Coleman Hawkins leads a quintet with Roy Eldridge and Teddy Wilson in 1944. Billy Eckstine's big band records it in 1946, and Erroll Garner plays it with a piano trio in Los Angeles in 1949.

  3. 1950s

    Stan Getz plays it with Swedish musicians in Stockholm in 1951, and Billie Holiday sings it with a small group in Los Angeles in 1952. In 1959 the Flamingos record a vocal-group version in New York.

  4. 1960s

    Ella Fitzgerald sings it with Nelson Riddle's orchestra on an album recorded in late 1961. Etta Jones records it with a piano, bass and drums trio in 1960.

  5. 2000s

    Archie Shepp's saxophone and Mal Waldron's piano stretch it past six minutes on Left Alone Revisited, recorded in Paris in 2002. René Marie's 2001 version runs nearly as long.

More great versions

6 more, from 1934 to 2001. Tap a cover to play it here.

  1. Eddy Duchin1934
  2. Billy Eckstine1946
  3. Kenny Drew and Wilbur Ware1957
  4. Sidney Bechet and Martial Solal1957 · Swing
  5. Etta Jones1960 · Swing
  6. René Marie2001

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
36 barsA · A · B · A form
C majorkey centers

The tune runs 36 : an eight-bar A, a second A, an eight-bar B, and a last A that runs 12 bars because of a four-bar tag. The first A goes , , Dm7, G7, , Cmaj7 , , . The second A repeats its first five bars, then goes Cmaj7 , , A7, which leads into the B. B goes Dm7, G7 , Em7, A7, , G7, Em7, E♭m7 A♭7. The last A starts with the same four bars, then goes Cmaj7, F7, , , and the tag is Dm7, G7, , Em7 A7♭9. All of it stays in , with a few borrowed from other . The chords follow the iReal Pro chart; JazzStandards.com gives the original key as C major.

Play the changes

C major
Open in iReal Pro ↗
A11 bars
Dm7
G7
Dm7
G7
Cmaj7
1.Cmaj7F7
Em7
E♭m7A♭7
2.Cmaj7E7♯5
A7
A7
B8 bars
Dm7
G7G7/F
Em7
A7
Dm7♭5
G7
Em7
E♭m7A♭7
C12 bars
Dm7
G7
Dm7
G7
Cmaj7
F7
B♭7♯11
A7♭9
Dm7
G7
C6
Em7A7♭9

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

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