Jazz Changes

Jack Wolf, Joel Herron and Frank Sinatra · First recorded by Frank Sinatra for Columbia, 1951

I'm a Fool to Want You

Jack Wolf, Joel Herron and Frank Sinatra wrote this ballad of longing, and Sinatra recorded it in March 1951. Its main theme sits in a dark minor , and a longer middle section lifts before the theme returns. Billie Holiday, Lee Morgan, Oscar Peterson and Dexter Gordon recorded it, and Bob Dylan sang it in 2015.

Listen in this order

The path starts with Frank Sinatra's 1951 record and Billie Holiday's 1958 version with a full orchestra. It then moves to instrumentalists: vibes with strings, a guitar trio, a quintet, a piano trio and a tenor sax ballad, and ends with Chet Baker's 11-minute concert reading in Tokyo.

8 recordings, 1951 to 1987 · Play all 8 on YouTube ↗

  1. Frank Sinatra1951
  2. Billie Holiday with Ray Ellis1958 · Big band
  3. Milt Jackson with Quincy Jones' Orchestra1959 · Bebop
  4. Kenny Burrell Trio1959 · Hard bop
  5. Lee Morgan Quintet1960 · Hard bop
  6. Oscar Peterson Trio1962 · Bebop
  7. Dexter Gordon Quintet1965 · Hard bop
  8. Chet Baker Quartet1987

Step 1 of 8 Now playing✓ Heard

Hear the song as its co-writer first recorded it

Frank Sinatra · 1951

I'm a Fool to Want You / Mama Will Bark

Frank Sinatra, who co-wrote the song, recorded it in New York on March 27, 1951, with an arrangement by Axel Stordahl and the Ray Charles Singers. Columbia issued it as a single, and it reached No. 14 on the Billboard pop chart.

Listen for
Sinatra sings with the Ray Charles Singers, a vocal group, and Axel Stordahl's arrangement behind him. At 2:55 it is the shortest record on the path, so the melody is easy to follow before the jazz versions stretch it.
Try it on your instrument

Play the first eight slowly: , then and sharing a bar, , and sharing a bar, , , , and with sharing the last bar. If you only play the melody, hold an under it and listen for where the tune wants to move.

Step 2 of 8 Now playing✓ Heard

Hear Billie Holiday with a large orchestra

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

Lady in Satin

Billie Holiday recorded it at Columbia's 30th Street Studio in New York in February 1958, with Ray Ellis arranging for a 40-piece orchestra. It opens Lady in Satin, and Ellis later said the most emotional moment of the sessions came when she heard the playback of this song.

Listen for
Holiday sings in front of a large orchestra, and Urbie Green plays a trombone solo on this song. At 3:25 it is only half a minute longer than Sinatra's record.
Try it on your instrument

Play the first four of the (bars 17-20), one bar at a time: and sharing a bar, and sharing a bar, , then and sharing a bar. Listen for the sound brightening on Gmaj7. A smaller version: play only Am, D7 and Gmaj7 and hum the tune over them.

Step 3 of 8 Now playing✓ Heard

Hear vibes carry the tune over strings

Milt Jackson with Quincy Jones' Orchestra · 1959 · Bebop

The Ballad Artistry of Milt Jackson

Milt Jackson recorded it in New York on September 9, 1959, with Quincy Jones arranging and conducting an orchestra. Atlantic issued it on The Ballad Artistry of Milt Jackson in 1960.

Listen for
Jackson plays the tune on vibes with Quincy Jones's orchestra behind him, and a of piano, guitar, bass and drums keeps time. There are no singers, so the vibes take the part a voice would sing.
Try it on your instrument

Play the last ( 33-40) slowly and let each ring, as vibes do: , , , , , , F♯m7♭5 B7♭9, Em6. This ending differs from the first A section, which turns back to the repeat instead of closing on Em6.

Step 4 of 8 Now playing✓ Heard

Hear a guitar trio play it live

Kenny Burrell Trio · 1959 · Hard bop, Soul jazz

A Night at the Vanguard

Kenny Burrell's trio recorded it live at the Village Vanguard in New York on September 16 and 17, 1959, with Richard Davis on bass and Roy Haynes on drums. Argo issued it on A Night at the Vanguard in 1960.

Listen for
Burrell plays guitar with only Richard Davis on bass and Roy Haynes on drums, so each instrument is easy to pick out. It is a live club recording.
Try it on your instrument

Play the first four as a guitar trio would, one on beat one of each bar with a bass note under it: , and sharing a bar, , and sharing a bar. A smaller version: play only the Em6 and Am6 bars and rest in between.

Step 5 of 8 Now playing✓ Heard

Hear a hard bop quintet take it up to nearly six minutes

Lee Morgan Quintet · 1960 · Hard bop

Here's Lee Morgan

Lee Morgan's quintet recorded it at Bell Sound Studio B in New York on February 8, 1960, with Art Blakey on drums. Vee-Jay issued it on Here's Lee Morgan the same year.

Listen for
Morgan plays trumpet and Clifford Jordan plays tenor sax over Wynton Kelly's piano, Paul Chambers's bass and Art Blakey's drums. At 5:43 it is longer than both Sinatra's and Holiday's records.
Try it on your instrument

Play the last four of the (bars 29-32): , , , . They steer away from home and back, so play each slowly and land on , the start of the last . A smaller version: play only F♯m7♭5 and B7♭13, then Em6.

Step 6 of 8 Now playing✓ Heard

Hear a piano trio play it

Oscar Peterson Trio · 1962 · Bebop

Affinity

Oscar Peterson's trio recorded it in Chicago on September 27, 1962, with Ray Brown on bass and Ed Thigpen on drums, for the album Affinity. Verve released the album in 1962.

Listen for
Peterson plays the tune on piano with only bass and drums, so the piano supplies both the melody and the . At 3:44 it is close in length to Billie Holiday's record.
Try it on your instrument

Play 5-8 of the : , , , then and sharing the last bar. Play the root of each in the left hand and the other notes in the right hand. A smaller version: play the roots only: E, A, C, B.

Step 7 of 8 Now playing✓ Heard

Hear a tenor sax ballad that takes its time

Dexter Gordon Quintet · 1965 · Hard bop

Clubhouse

Dexter Gordon recorded it at Van Gelder Studio in New Jersey on May 27, 1965, with Freddie Hubbard, Barry Harris, Bob Cranshaw and Billy Higgins. Blue Note issued it on Clubhouse in 1979.

Listen for
Gordon leads on tenor sax, with Freddie Hubbard's trumpet, Barry Harris's piano, Bob Cranshaw's bass and Billy Higgins's drums behind him. At 6:43 it runs longer than every earlier record on the path.
Try it on your instrument

Play 7 and 8 of the first : , then and sharing the last bar. Play them four times in a row at a slow tempo and listen for how they pull back toward .

Step 8 of 8 Now playing✓ Heard

Hear it stretched past eleven minutes

Chet Baker Quartet · 1987

Chet Baker in Tokyo

Chet Baker's quartet played it at a concert at Showa Women's University in Tokyo on June 14, 1987. It first came out in Japan on Paddle Wheel and was later issued with the rest of the concert as Chet Baker in Tokyo.

Listen for
Baker plays trumpet with Harold Danko on piano, Hein Van De Geijn on bass and John Engels on drums. At 11:24 it is almost four times as long as Sinatra's 1951 record.
Try it on your instrument

Play the first four of the in a loop (, , , ) and invent a short phrase over each. That is a bigger step than the earlier tasks, because it means improvising over changes. A smaller version: play only Em6 and Am6 and pick one note you like from each.

Through the decades

  1. 1950s

    Frank Sinatra records the song in New York in March 1951, and his Columbia single reaches No. 14 on the Billboard pop chart. Hank Mobley plays it with Max Roach's quartet in 1953, and Billie Holiday opens Lady in Satin with it in 1958.

  2. 1960s

    Lee Morgan's quintet records it in February 1960, and Oscar Peterson's trio follows in 1962. Sheila Jordan sings it on her debut album, Portrait of Sheila, recorded in 1962.

  3. 1980s

    Chet Baker plays it for more than eleven minutes at a June 1987 concert in Tokyo, with Harold Danko on piano.

  4. 2010s

    Bob Dylan opens his 2015 album Shadows in the Night, a set of songs made famous by Frank Sinatra, with it. He records it live at Capitol Studios in Hollywood in 2014.

More great versions

5 more, from 1953 to 2014. Tap a cover to play it here.

  1. Max Roach Quartet featuring Hank Mobley1953 · Bebop
  2. Donald Byrd Quintet1961 · Hard bop
  3. Ketty Lester1961
  4. Sheila Jordan1962 · Bebop
  5. Bob Dylan2014 · Vocal

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 minorusual key
40 barsA · A · B · A form
E minor → G major → E minor → F major → E minorkey centers

Four sections run A, A, B, A: 8, 8, 16 and 8 . A sits in : , then and sharing a bar, , and sharing a bar, , , and . The first time through, bar 8 is and , which turn back to the repeat; the second time, bar 7 is F♯m7♭5 and B7♭9 and bar 8 closes on Em6. The opens on with and Am7 with , reaches , and passes through and E7♭9 in bar 20 before repeating that idea and settling in by bar 24. Bars 25 to 28 return toward E minor with F♯m7♭5, B7♭9 and two bars of Em7. and in bars 29 and 30 point to for two bars, then F♯m7♭5 and B7♭13 pull the tune back to the last . The follow the iReal Pro chart; players often vary them.

Play the changes

E minor
Open in iReal Pro ↗
A10 bars
Em6
Bm7♭5E7♭9
Am6
F♯m7♭5B7♭9
Em7
Am7
1.C7♯11
B9B7♭13
2.F♯m7♭5B7♭9
Em6
B16 bars
AmAm(maj7)
Am7D7
Gmaj7
Bm7E7♭9
AmAm(maj7)
Am7D7
Gmaj7
Gmaj7
F♯m7♭5
B7♭9
Em7
Em7
Gm7
C7
F♯m7♭5
B7♭13
A8 bars
Em6
Bm7♭5E7♭9
Am6
F♯m7♭5B7♭9
Em7
Am7
F♯m7♭5B7♭9
Em6

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

Players here, through other tunes: Barry Galbraith · Billy Higgins · Frank Sinatra · Axel Stordahl · Billie Holiday · Ray Ellis · Urbie Green · Milt Jackson · Jimmy Jones · Milt Hinton · Connie Kay · Romeo Penque