Jazz Changes

Jimmy Van Heusen, music · Johnny Mercer, lyrics · First hit record: Benny Goodman and his orchestra with Mildred Bailey, 1939

I Thought About You

Van Heusen and Mercer wrote it in 1939, and Mercer finished the words on a train. Players like how its wander away from home and find their way back. Versions here run from a 1939 big-band hit to a 1991 piano trio.

Listen in this order

The path starts with the 1939 Benny Goodman hit sung by Mildred Bailey, then Billie Holiday's 1954 record, a piano trio and Ella Fitzgerald with an orchestra. It goes on to Miles Davis's quintet, a guitar-and-tenor session with Coleman Hawkins, a Stan Getz quartet and Keith Jarrett's trio.

8 recordings, 1939 to 1991 · Play all 8 on YouTube ↗

  1. Benny Goodman and His Orchestra, with Mildred Bailey1939
  2. Billie Holiday1954 · Swing
  3. Mose Allison1957 · Vocal
  4. Ella Fitzgerald with Frank DeVol1957 · Vocal
  5. Miles Davis1961 · Hard bop
  6. Kenny Burrell with Coleman Hawkins1962 · Bebop
  7. Stan Getz Quartet1986 · Post-bop
  8. Keith Jarrett Trio1991 · Post-bop

Step 1 of 8 Now playing✓ Heard

Hear the song as the public first heard it

Benny Goodman and His Orchestra, with Mildred Bailey · 1939

Single, later reissued on The Complete Columbia Recording Sessions, Vol. 3 - 1938-1942

Benny Goodman's orchestra recorded it in October 1939 with Mildred Bailey singing. According to JazzStandards.com, four bands recorded the song that year and this was the only version to reach the charts, rising to number 17 in 1940.

Voice on the track · Orchestra or big band · Clarinet on the track

Listen for
Mildred Bailey sings with Goodman's full band behind her: trumpets, trombones, saxophones and Goodman's clarinet. Listen for the opening melody coming back after the contrasting second section.
Try it on your instrument

Play the first eight with these : bar 1 to , bar 2 to , bar 3 to , bar 4 G7, bar 5 over an F bass, bar 6 to , bar 7 to , bar 8 to . Smaller version: play only G7 in bars 3 and 4 and Cm7 to F7 in bar 8 under the melody.

Step 2 of 8 Now playing✓ Heard

Hear one singer carry the whole tune

Billie Holiday · 1954 · Swing

Lady Sings the Blues

Billie Holiday recorded it in Los Angeles on September 3, 1954, with a six-piece band that included trumpeter Harry Edison and alto saxophonist Willie Smith. Clef put it out on a single in 1955 and on the album Lady Sings the Blues in 1956.

Voice on the track · Trumpet on the track

Listen for
Billie Holiday sings the melody with a band of trumpet, alto saxophone, piano, guitar, bass and drums. Listen for which instrument plays in the gaps between her lines.
Try it on your instrument

Play the first four of the : , then to , then to , then Fmaj7. Smaller version: play only B♭maj7 for two bars and Fmaj7 for two bars under the melody.

Step 3 of 8 Now playing✓ Heard

Hear the tune as a piano trio

Mose Allison · 1957 · Vocal

Back Country Suite for Piano, Bass and Drums

Mose Allison recorded it with bassist Taylor LaFarge and drummer Frank Isola on March 7, 1957, at Van Gelder Studio in Hackensack, New Jersey. Prestige issued it that year on the album Back Country Suite for Piano, Bass and Drums.

Piano, bass and drums only

Listen for
Only a piano, a bass and drums play. Listen for how the piano leads and the bass and drums stay close behind it.
Try it on your instrument

Play the second half of the , four : to for two bars, then to , then to . Smaller version: play only Bm7♭5 for two bars, Am7 and Gm7 under the melody.

Step 4 of 8 Now playing✓ Heard

Hear a singer with an orchestra behind her

Ella Fitzgerald with Frank DeVol and His Orchestra · 1957 · Vocal

Like Someone in Love

Ella Fitzgerald recorded it in Los Angeles on October 15, 1957, with an orchestra led by Frank DeVol. Verve issued it on the album Like Someone in Love in 1958.

Voice on the track · Orchestra or big band

Listen for
Ella Fitzgerald sings with an orchestra arranged and conducted by Frank DeVol. Listen for what the orchestra plays under her voice in the middle section.
Try it on your instrument

Play the last section, C, eight : , to , to , to , to , to , , Gm7 to C7. Smaller version: play only the last four bars (Am7 to D7, Gm7 to C7, F6, Gm7 to C7).

Step 5 of 8 Now playing✓ Heard

Hear a trumpet and a tenor saxophone take the tune

Miles Davis · 1961 · Hard bop

Someday My Prince Will Come

Miles Davis recorded it on March 21, 1961, with Hank Mobley on tenor saxophone, Wynton Kelly on piano, Paul Chambers on bass and Jimmy Cobb on drums. Columbia issued it that year on the album Someday My Prince Will Come.

Trumpet on the track · Tenor saxophone on the track

Listen for
Miles Davis plays trumpet and Hank Mobley plays tenor saxophone, with piano, bass and drums underneath. Listen for who takes each solo and how the keeps going when the horns stop.
Try it on your instrument

Play the first eight with the from step 1, then play only bars 5 to 8 ( over an F bass, to , to , to ) as a loop. Smaller version: play just the last two chords of the loop, Cm7 to F7, and hum the melody over them.

Step 6 of 8 Now playing✓ Heard

Hear a guitar and a tenor saxophone share the tune

Kenny Burrell with Coleman Hawkins · 1962 · Bebop, Post-bop

Bluesy Burrell

Guitarist Kenny Burrell and tenor saxophonist Coleman Hawkins recorded it with a on September 14, 1962, at Van Gelder Studio in Englewood Cliffs, New Jersey. Moodsville issued it on the album in 1963, and Prestige also put it out on a single.

Guitar lead · Tenor saxophone on the track

Listen for
Kenny Burrell plays guitar and Coleman Hawkins plays tenor saxophone, with Tommy Flanagan on piano. Listen for which of the two plays the melody first and how the other answers.
Try it on your instrument

Play the whole , eight : , to , to , to , to , to , , Gm7 to C7. Smaller version: play only B♭maj7, Fmaj7 and F6 and skip the rest.

Step 7 of 8 Now playing✓ Heard

Hear a tenor saxophone quartet in the 1980s

Stan Getz Quartet · 1986 · Post-bop, Cool jazz

Voyage

Stan Getz recorded it with pianist Kenny Barron, bassist George Mraz and drummer Victor Lewis on March 9, 1986, in Menlo Park, California. BlackHawk released it on the album Voyage the same year.

Tenor saxophone on the track

Listen for
Stan Getz plays tenor saxophone with piano, bass and drums behind him. Listen for the point where he stops playing the written melody and starts to improvise.
Try it on your instrument

Play all 32 at a slow tempo with one per bar, using the first chord shown in each bar of the chart. Smaller version: play only the 8-bar that way.

Step 8 of 8 Now playing✓ Heard

Hear a modern piano trio

Keith Jarrett Trio · 1991 · Post-bop, Contemporary jazz

Bye Bye Blackbird

Keith Jarrett, bassist Gary Peacock and drummer Jack DeJohnette recorded it at The Power Station in New York on October 12, 1991. ECM released it in 1993 on the album Bye Bye Blackbird.

Piano, bass and drums only

Listen for
Keith Jarrett on piano, Gary Peacock on bass and Jack DeJohnette on drums are the only players. Listen for how the bass and drums follow the piano when it changes direction.
Try it on your instrument

Play the 32 slowly with a bass note on the first beat of each bar and the from the chart on the second beat. Smaller version: do this for only the 8-bar .

Through the decades

  1. 1930s

    Jimmy Van Heusen and Johnny Mercer write the song in 1939. Benny Goodman's orchestra records it with Mildred Bailey singing, and it reaches number 17 on the pop charts in 1940.

  2. 1950s

    Billie Holiday records it in 1954 and Frank Sinatra sings it on Songs for Swingin' Lovers! in 1956. Mose Allison plays it with his piano trio in 1957.

  3. 1960s

    Miles Davis records it in 1961 with Hank Mobley on tenor saxophone. Kenny Burrell and Coleman Hawkins follow in 1962, and Sonny Criss plays it on alto saxophone in 1969.

  4. 1970s

    Carmen McRae sings it live at Donte's in Los Angeles in November 1971, backed by a quartet of piano, guitar, bass and drums.

  5. 1980s

    Stan Getz records it with a quartet in 1986, and Shirley Horn plays piano and sings it live at a Hollywood club in 1987.

  6. 1990s

    Keith Jarrett's trio, with Gary Peacock on bass and Jack DeJohnette on drums, records it in October 1991 for the album Bye Bye Blackbird.

More great versions

4 more, from 1956 to 1987. Tap a cover to play it here.

  1. Frank Sinatra1956 · Swing
  2. Johnny Hartman1959 · Vocal
  3. Sonny Criss Quartet1969 · Cool jazz
  4. Shirley Horn1987

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
32 barsA · B · A · C form
F majorkey centers

The tune runs 32 in four 8-bar sections: A, B, A and C. Each A starts with to , then to , to and a full bar of G7, before over an F bass, to , to and to lead into the next section. B opens on , then to and to , and a full bar of Fmaj7 settles the music at home in F. Its second half runs Bm7♭5 to for two bars, then to A♭7 and Gm7 to C7. C starts like B, with B♭maj7 and B♭m7 to E♭7, then goes Fmaj7 to Dm7, Bm7♭5 to B♭7♯11, Am7 to , Gm7 to C7, , and a last Gm7 to C7 that sends the music around again. is home for the whole tune, and the pass through other on the way but return to F by the end of C. Key bars: 32 in F major.

Play the changes

F major
Open in iReal Pro ↗
A8 bars
Bm7♭5B♭7♯11
A7D7♭13
G7A♭7
G7
Gm7Gm7/F
Em7♭5A7♭9
Dm7D♭7
Cm7F7
B8 bars
B♭maj7
B♭m7E♭7
Fmaj7C7
Fmaj7
Bm7♭5E7♭9
Bm7♭5E7♭9
Am7A♭7
Gm7C7
A8 bars
Bm7♭5B♭7♯11
A7D7♭13
G7A♭7
G7
Gm7Gm7/F
Em7♭5A7♭9
Dm7D♭7
Cm7F7
C8 bars
B♭maj7
B♭m7E♭7
Fmaj7Dm7
Bm7♭5B♭7♯11
Am7D7
Gm7C7
F6
Gm7C7

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

More like this: Jimmy Van Heusen · Tin Pan Alley

Players here, through other tunes: Benny Goodman · Fletcher Henderson · Charlie Christian · Artie Bernstein · Nick Fatool · Billie Holiday · Harry Edison · Willie Smith · Barney Kessel · Red Callender · Chico Hamilton · Frank Isola