Jazz Changes

Alec Wilder, music and lyrics · First recorded by Cab Calloway in Chicago, 1942

I'll Be Around

Alec Wilder wrote the words and the music, and the song appeared in 1942. Wilder said the title came to him in a Baltimore taxi, and the tune took about twenty minutes. Hear it from Cab Calloway, the Mills Brothers, Frank Sinatra, Billie Holiday, the Three Sounds and Marian McPartland.

Listen in this order

The path starts with the two records Calloway and the Mills Brothers made within weeks of each other in 1942, then hears Sinatra's quiet 1955 version and Billie Holiday with strings. It ends with two piano trios, a saxophone quartet and a live solo piano performance.

8 recordings, 1942 to 1991 · Play all 8 on YouTube ↗

  1. Cab Calloway1942
  2. The Mills Brothers1942
  3. The Billy Taylor Trio1954 · Bebop
  4. Frank Sinatra1955 · Swing
  5. Billie Holiday with Ray Ellis1958 · Big band
  6. The Three Sounds1962
  7. Clifford Jordan1978
  8. Marian McPartland1991 · Bebop

Step 1 of 8 Now playing✓ Heard

Hear the first recording

Cab Calloway and His Orchestra · 1942

OKeh single

Cab Calloway's band made the first recording of the song in Chicago on February 2, 1942, with the Cabaliers singing alongside Calloway. OKeh issued it as the other side of Virginia, Georgia and Caroline.

Listen for
Calloway sings with the Cabaliers, and the full band plays behind them, with Danny Barker on guitar and Cozy Cole on drums. The track runs 3:05.
Try it on your instrument

Play the first four as , two to a bar: , , , F/A . A smaller version: play only the first chord of each bar, C, E, G, F, and hum the tune over it.

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Hear the first hit

The Mills Brothers · 1942

“I'll Be Around (Recorded 1942)”, Decca single

The Mills Brothers recorded it for Decca on February 18, 1942, with Paper Doll on the other side. According to Wikipedia, it became the first hit version, reaching No. 17 on the Billboard pop chart in 1943.

Listen for
The Mills Brothers sing it as a vocal group, and the record runs 3:00. Compare how they carry the tune with Calloway's band version.
Try it on your instrument

Play 5 to 8 as : , , , Dm7 G7. A smaller version: play the first chord of each bar, C, D, C, A♭, and hum the tune.

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Hear a quiet ballad reading

Frank Sinatra · 1955 · Swing, Vocal

In the Wee Small Hours

Sinatra recorded it at KHJ Studios in Hollywood on February 8, 1955, with an arrangement by Nelson Riddle. Capitol issued it on the album In the Wee Small Hours that April. According to Wikipedia, it was one of the first four songs recorded for the album, and those four used only a small .

Listen for
Sinatra sings over a small group of piano, guitar, bass, drums and a celesta. The celesta plays a circling pattern under his voice. The track runs about three minutes.
Try it on your instrument

Play the first four of the middle section as : , , D♭7/A♭ Gm7 C7, . A smaller version: play only the first chord's root in each bar, D♭, C, D♭, F, and hum the tune.

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Hear it with strings

Billie Holiday with Ray Ellis and His Orchestra · 1958 · Big band

Lady in Satin

Billie Holiday recorded it in New York City on February 18 or 19, 1958, with Ray Ellis conducting his orchestra, for the Columbia album Lady in Satin.

Listen for
Holiday sings with Ray Ellis's orchestra of strings, harp, woodwinds, trumpet and trombones, with a of soprano voices. Mal Waldron plays piano. The track runs 3:25.
Try it on your instrument

Play both endings of the first section: then the first time, and C6 Dm7 then C/E the second time. A smaller version: play only the first of each : C, A♭ and C, E♭.

Step 5 of 8 Now playing✓ Heard

Hear a piano trio

The Billy Taylor Trio · 1954 · Bebop, Latin jazz

Cross Section

Billy Taylor recorded it with Earl May and Percy Brice at Rudy Van Gelder's studio in Hackensack, New Jersey, on July 30, 1954. Prestige put it on the album Cross Section.

Listen for
Billy Taylor plays piano with Earl May on bass and Percy Brice on drums. The track runs 2:50, the shortest on the path.
Try it on your instrument

Play the first eight with both hands: , , , F/A , then Cmaj7 , Dm7 G7, , Dm7 G7. A smaller version: left hand plays the first 's root in each bar, C, E, G, F, C, D, C, A♭, and the right hand plays the tune.

Step 6 of 8 Now playing✓ Heard

Hear a second piano trio

The Three Sounds · 1962

Out of This World

The Three Sounds recorded it at Van Gelder Studio in Englewood Cliffs, New Jersey, on March 7, 1962, for Blue Note. The group made two takes, and the shorter take 3 came out on the album Out of This World.

Listen for
Gene Harris leads on piano with Andrew Simpkins on bass and Bill Dowdy on drums. The track runs 3:40, 50 seconds longer than Billy Taylor's trio.
Try it on your instrument

Play one of 32 with one per bar, the first chord of each. The first eight bars are , , , F/A, Cmaj7, , , , and the middle eight are , , D♭7/A♭, , , Dm7, Cmaj7, Dm7. A smaller version: play only the middle eight.

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Hear a saxophone lead a quartet

Clifford Jordan · 1978

The Adventurer

Clifford Jordan recorded it with Tommy Flanagan, Bill Lee and Grady Tate in New York City on February 9, 1978. The album The Adventurer came out on Muse.

Listen for
Jordan's saxophone leads a quartet with Tommy Flanagan on piano, Bill Lee on bass and Grady Tate on drums. At 5:56, it is the longest version on the path.
Try it on your instrument

Play the first eight as while the track plays: , , , F/A , then Cmaj7 , Dm7 G7, , Dm7 G7. Soloing over needs more experience; a smaller version is to play only the first chord's root of each bar as long notes under the band.

Step 8 of 8 Now playing✓ Heard

Hear it live, on solo piano

Marian McPartland · 1991 · Bebop, Swing

Live at Maybeck Recital Hall, Volume Nine

Marian McPartland played it alone at the piano at Maybeck Recital Hall in Berkeley, California, on January 20, 1991, in a live recording for Concord Jazz.

Listen for
McPartland plays alone at the piano in a live recording, so every part of the tune comes from her two hands. The track runs 4:02.
Try it on your instrument

Play the melody with the right hand and one low note per with the left, using the first 's root: C, E, G, F, C, D, C, A♭ for the first eight bars. Adding full chords in the left hand is the larger version.

Through the decades

  1. 1940s

    Alec Wilder writes the song in 1942. Cab Calloway records it first, in Chicago on February 2, and the Mills Brothers record it for Decca on February 18.

  2. 1950s

    Billy Taylor's trio records it in 1954, and Frank Sinatra sings it with a small group on In the Wee Small Hours in 1955. Billie Holiday sings it with strings and a in 1958.

  3. 1960s

    The Three Sounds, a piano trio, record it at Van Gelder Studio in March 1962, and Blue Note issues it on Out of This World.

  4. 1970s

    Clifford Jordan leads a quartet with Tommy Flanagan on piano in New York in February 1978. The album is The Adventurer, on Muse.

  5. 1990s

    Marian McPartland plays it alone at Maybeck Recital Hall in Berkeley in January 1991. Carol Sloane sings it with a piano trio on The Songs Sinatra Sang in 1996.

More great versions

2 more, from 1957 to 1996. Tap a cover to play it here.

  1. Helen Merrill with Hal Mooney1957 · Vocal
  2. Carol Sloane1996 · Swing

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

The iReal Pro chart runs 32 in as , eight bars each, with two in most bars. Each A opens with , , and F/A (the last A uses in the fourth bar), then Cmaj7 , Dm7 G7, and Dm7 G7. After the repeated A, the chart has a second ending, C6 Dm7 and C/E, that leads into the middle. The starts in with , , D♭7/A♭ Gm7 C7 and Fmaj7. It returns to C major with Dm7, Dm7 G7, Cmaj7 Am7 and Dm7 G7, and the last A closes the .

Play the changes

C major
Open in iReal Pro ↗
A10 bars
Cmaj7Dm7
Em7Fmaj7
G7G♯°7
F/AG7/B
Cmaj7Am7
Dm7G7
1.C6E♭7
A♭maj7Dm7G7
2.C6Dm7
E♭°7C/E
B8 bars
D♭7/A♭Gm7
C7
D♭7/A♭Gm7C7
Fmaj7
A♭7/E♭Dm7
Dm7G7
Cmaj7Am7
Dm7G7
A8 bars
Cmaj7Dm7
Em7Fmaj7
G7G♯°7
Dm7/AG7/B
Cmaj7Am7
Dm7G7
C6E♭7
A♭maj7Dm7G7

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