Jazz Changes

Axel Stordahl and Paul Weston, music · Sammy Cahn, lyrics · First heard in the MGM film Thrill of a Romance, 1945

I Should Care

I Should Care is a 1944 ballad by Axel Stordahl, Paul Weston and Sammy Cahn. Its eight-bar sections chain ii–V chords, which makes it a good study in ballad harmony. Frank Sinatra, Bud Powell, Thelonious Monk and Bill Evans all recorded it.

C major · 32 bars · A B A C form · how it works

Listen in this order

Start with Sinatra's 1945 vocal and the 1948 Monk quartet vocal, then hear the song as a bop piano trio, a vibes quartet and a long hard bop quintet. The last three steps are solo Monk, Paul Desmond with strings and Bill Evans's trio.

8 recordings, 1945 to 1962 · Play all 8 on YouTube ↗

  1. Frank Sinatra with Axel Stordahl1945
  2. Bud Powell Trio1947 · Bebop
  3. Thelonious Monk Quartet with Kenny 'Pancho' Hagood1948
  4. Milt Jackson Quartet1955 · Hard bop
  5. Hank Mobley Quintet1956 · Hard bop
  6. Thelonious Monk1957 · Bebop
  7. Paul Desmond with Jim Hall and strings1961 · Easy listening
  8. Bill Evans Trio1962 · Post-bop

Step 1 of 8 Now playing✓ Heard

Learn the song

Frank Sinatra with Axel Stordahl and His Orchestra · 1945

78 rpm single, B-side of "When Your Lover Has Gone"

Listen for
Sinatra sings the song with an orchestra conducted by Stordahl, and the track runs about three minutes. Follow the sung line first, since later versions in this path build on it.
Try this
Play the first four bars (Dm7 G7, Em7 A7, Dm7 G7, Cmaj7) with one chord per half bar while you hum along with Sinatra.

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Hear the song with a bop rhythm section

Thelonious Monk Quartet with Kenny 'Pancho' Hagood · 1948

Listen for
Hagood sings, and the band is vibes, piano, bass and drums. The track runs about three minutes.
Try this
Play the A section chords (Dm7 G7, Em7 A7, Dm7 G7, Cmaj7, Em7♭5, A7♭9, Dm7, Fm7 B♭7) on piano or guitar, giving two beats to each chord where two are named.

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Hear the tune as a piano trio

Bud Powell Trio · 1947 · Bebop

The Bud Powell Trio

Listen for
Piano, bass and drums play the song in about three minutes. Follow the piano first, then listen to what the bass and drums add.
Try this
Play bars 5 to 8 (Em7♭5, A7♭9, Dm7, Fm7 B♭7) slowly with your left hand on roots and your right on thirds and sevenths.

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Hear it with vibes and piano

Milt Jackson Quartet · 1955 · Hard bop, Cool jazz

Milt Jackson Quartet

Listen for
Vibes lead and piano answers over bass and drums, and the track runs a little over four minutes. Notice who plays the melody first and who takes the next chorus.
Try this
Play the 32 bars once through with a lead sheet. Then play only the first chord of each bar, as the piano might when the vibes lead.

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Follow a long solo over the form

Hank Mobley Quintet · 1956 · Hard bop

Messages

Listen for
The track runs just over ten minutes with trumpet, tenor sax, piano, bass and drums. Try to count the 32-bar choruses as the track goes by.
Try this
Play along with only the roots of the chords for one full chorus. Soloing over the changes needs more practice, so a smaller step is to clap the downbeat of every eighth bar and keep your place in the 32 bars.

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Hear the tune alone at the piano

Thelonious Monk · 1957 · Bebop, Post-bop

Thelonious Himself

Listen for
Monk plays without bass or drums, and the track runs about three minutes. Follow how he places each chord in the left hand.
Try this
Play the whole 32 bars alone, with the chord in your left hand on beat one of each bar and the melody in your right. Leave the rests in the melody empty.

Step 7 of 8 Now playing✓ Heard

Hear it with guitar and strings

Paul Desmond with Jim Hall and strings · 1961 · Easy listening, Cool jazz

Desmond Blue

Listen for
Alto sax, guitar, harp and woodwinds share the track with a rhythm section, and it runs under four minutes. Follow Desmond's line first, then listen for Jim Hall's guitar.
Try this
Play the melody on your instrument slowly, then play the B section chords (Cmaj7, Bm7♭5 E7♭9, Gm7 C7, Fmaj7) under it on piano or guitar.

Step 8 of 8 Now playing✓ Heard

Hear a modern piano trio

Bill Evans Trio · 1962 · Post-bop, Modal jazz

How My Heart Sings!

Listen for
Piano, bass and drums play for just under five minutes. Compare how the bass and drums stay with the piano here against the Powell trio from 1947.
Try this
Play the song once with the chords as written. Then repeat it, changing the way you voice the chords in the left hand each time you reach the start of a new eight-bar section.

More great versions

1 more, from 1955 to 1955. Tap a cover to play it here.

  1. Nat Adderley Quintet1955 · Hard bop

How the tune works

C majorusual key
32 barsA · B · A · C form
C major · D minor · F major · A minor · E minorkeys it moves between

The first A section opens on Dm7 G7 and Em7 A7, repeats Dm7 G7, and lands on Cmaj7 in bar 4. Em7♭5, A7♭9 and Dm7 make a ii–V into D minor, and Fm7 B♭7 turns back to C. The B section starts on Cmaj7, passes through Bm7♭5 E7♭9 to Gm7 C7 and Fmaj7, then goes through Bm7♭5 E7♭9 to Am7 and returns to C by way of Am7 D7 and Dm7 G7. The second A opens on F♯m7♭5 B7♭9, which leads to Em7 A7, and then follows the first A. The C section opens on Cmaj7, goes to Am7 by way of Bm7♭5 E7♭9, passes D7 and Dm7 G7, and ends on C6 F7 and Em7 A7, which leads back to the top. These key areas follow the iReal Pro chart and leave out passing chords.

Play the changes

C major
Open in iReal Pro ↗
A8 bars
Dm7G7
Em7A7
Dm7G7
Cmaj7
Em7♭5
A7♭9
Dm7
Fm7B♭7
B8 bars
Cmaj7
Bm7♭5E7♭9
Gm7C7
Fmaj7
Bm7♭5E7♭9
Am7
Am7D7
Dm7G7
A8 bars
F♯m7♭5B7♭9
Em7A7
Dm7G7
Cmaj7
Em7♭5
A7♭9
Dm7
Fm7B♭7
C8 bars
Cmaj7
Bm7♭5E7♭9
Am7
D7
Dm7
G7
C6F7
Em7A7

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