Jazz Changes

Walter Donaldson, music · Gus Kahn, lyrics · Introduced by Ruth Etting in Whoopee!, 1928

Love Me or Leave Me

Walter Donaldson wrote the music and Gus Kahn the words for the 1928 Broadway show Whoopee!. Ruth Etting made it her signature song, and a 1955 film about her life took its title. Hear it with Billie Holiday in 1941, Miles Davis in 1954 and Nina Simone in 1957.

Listen in this order

The path starts with Ruth Etting's 1928 record from the Broadway show and Fats Waller's solo piano. It moves through Billie Holiday with a swing band and four small-group jazz records, and ends with Nina Simone's trio.

8 recordings, 1928 to 1957 · Play all 8 on YouTube ↗

  1. Ruth Etting1928
  2. Fats Waller1929
  3. Billie Holiday with Teddy Wilson1941
  4. Gerry Mulligan Quartet1953 · Cool jazz
  5. Miles Davis Quintet1954 · Avant-garde
  6. The Lester Young-Teddy Wilson Quartet1956 · Swing
  7. John Lewis and Bill Perkins1956 · Bebop
  8. Nina Simone1957 · Soul jazz

Step 1 of 8 Now playing✓ Heard

Hear where the song began

Ruth Etting · 1928

Love Me or Leave Me / I'm Bringing a Red, Red Rose

Ruth Etting introduced the song in the Broadway show Whoopee! and recorded it for Columbia on December 17, 1928. The record reached number two on the charts in 1929.

Listen for
Follow Ruth Etting's voice through the whole record. She introduced the song in Whoopee! and recorded it for Columbia the same month the show opened.
Try it on your instrument

Play the first eight slowly: , sharing a bar, Fm7, G7 C7, Fm7, , , then . Listen for the move from to in bar 5.

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Hear one pianist play it alone

Fats Waller · 1929

Victor 22092

Fats Waller recorded this piano solo for Victor on August 2, 1929, and the record came out on Victor 22092.

Listen for
Fats Waller plays alone, so you hear the tune and the left-hand accompaniment from one pair of hands. The take linked here is take 3, the one issued on the original 78.
Try it on your instrument

Play the first eight with the melody in your right hand and a single low note per in your left. The aim is to keep the chords moving without a band.

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Hear a jazz singer take the song

Billie Holiday with Teddy Wilson and His Orchestra · 1941

OKeh 6369

Billie Holiday recorded it with Teddy Wilson's orchestra in New York on August 7, 1941, and the record came out on OKeh 6369.

Listen for
Billie Holiday leads, with Teddy Wilson on piano, Emmett Berry on trumpet and Jimmy Hamilton on clarinet in the band behind her. Compare how she sings the words with Ruth Etting's record.
Try it on your instrument

Play 5 to 8 slowly: and share bar 5, and share bar 6, then in bar 7. Bar 8 is and , which turns back to . Hum the tune over them.

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Hear it with no piano

Gerry Mulligan Quartet · 1953 · Cool jazz, Bebop

Gerry Mulligan Quartet

The Gerry Mulligan Quartet recorded it at Radio Recorders in Los Angeles on April 27, 1953. The group has no piano, only baritone saxophone, trumpet, bass and drums.

Listen for
Gerry Mulligan on baritone saxophone and Chet Baker on trumpet carry the tune, with Carson Smith on bass and Chico Hamilton on drums. Listen for how few instruments there are and how much space that leaves.
Try it on your instrument

Play only the roots, one note per chord, for the first eight : F, G then C, F, G then C, A♭ then F, B♭ then E♭, A♭. Hum the tune over the top. A group with no chord instrument has to hint at the chords this way.

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Hear a small group stretch it out

Miles Davis Quintet · 1954 · Avant-garde, Post-bop

Walkin'

Miles Davis recorded it with Dave Schildkraut, Horace Silver, Percy Heath and Kenny Clarke at Van Gelder's studio in Hackensack on April 3, 1954. Prestige issued it in 1957 on the album Walkin'.

Listen for
At close to seven minutes, this is far longer than the records before it. The group is Miles Davis on trumpet, Dave Schildkraut on alto saxophone, Horace Silver on piano, Percy Heath on bass and Kenny Clarke on drums, so follow one instrument at a time.
Try it on your instrument

Loop the first eight as a backing pattern: , , Fm7, G7 C7, Fm7, , , . If you can improvise over , try a few notes over them. A smaller version is to play the roots and hum the tune.

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Hear a saxophone and piano reunion

The Lester Young-Teddy Wilson Quartet · 1956 · Swing

Pres and Teddy

Lester Young and Teddy Wilson recorded it in New York on January 13, 1956, with Gene Ramey on bass and Jo Jones on drums. Verve released the album in 1959.

Listen for
This record reunites Lester Young on tenor saxophone and Teddy Wilson on piano. Listen for the two of them sharing the tune, with Gene Ramey on bass and Jo Jones on drums keeping time underneath.
Try it on your instrument

Play the , 17 to 24, as slow : , , , B♭m7, B♭m7, , Cm7 , B♭m7 . None of the 's opening chords appears in it, so it sounds like a trip away from home.

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Hear a cool-jazz quintet with guitar

John Lewis and Bill Perkins · 1956 · Bebop, Cool jazz

Grand Encounter: 2° East / 3° West

John Lewis, Bill Perkins, Jim Hall, Percy Heath and Chico Hamilton recorded it in Los Angeles on February 10, 1956 for Pacific Jazz. The album mixes East Coast and West Coast players.

Listen for
John Lewis plays piano, Bill Perkins tenor saxophone and Jim Hall guitar. At more than eight minutes it is the longest record on the path so far, so follow each instrument in turn.
Try it on your instrument

Loop 5 to 8 as a short pattern a guitar or piano could play under a solo: , , , . Then play all eight bars of the from the start.

Step 8 of 8 Now playing✓ Heard

Hear a pianist-singer make it her own

Nina Simone · 1957 · Soul jazz

Little Girl Blue

Nina Simone recorded it in New York in late 1957 for her first album, Little Girl Blue, with Jimmy Bond on bass and Tootie Heath on drums. Bethlehem released the album in 1959 and put the song out on a single in 1959.

Listen for
Nina Simone sings and plays piano, with only Jimmy Bond's bass and Tootie Heath's drums behind her. Listen for her piano solo, which is in the style of Bach's inventions.
Try it on your instrument

Play the melody of the first eight with your right hand and the roots with your left: F, G then C, F, G then C, A♭ then F, B♭ then E♭, A♭. A bigger step is to invent a short second melody against the tune, as in a Bach invention.

Through the decades

  1. 1920s

    Walter Donaldson and Gus Kahn write the song for the Broadway show Whoopee!, and Ruth Etting records it for Columbia in December 1928. Fats Waller plays it as a piano solo for Victor in August 1929.

  2. 1940s

    Billie Holiday records it with Teddy Wilson's orchestra in New York in August 1941. The record comes out on OKeh.

  3. 1950s

    Doris Day sings it in the 1955 film about Ruth Etting's life, and the soundtrack album comes out on Columbia. Gerry Mulligan's piano-less quartet records it for Pacific Jazz, and Nina Simone records it for Bethlehem.

  4. 1960s

    Ella Fitzgerald sings it with an orchestra arranged by Nelson Riddle in Hollywood, in sessions in November and December 1961. The album Ella Swings Brightly with Nelson comes out on Verve in 1962.

More great versions

3 more, from 1955 to 1961. Tap a cover to play it here.

  1. Doris Day1955 · Stage & screen
  2. Sammy Davis, Jr.1955
  3. Ella Fitzgerald1961 · Big band

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

A♭ majorusual key
32 barsA · A · B · A form
F minor · A♭ major · B♭ minorkeys it moves between

Thirty-two in four sections of eight, . Each opens in : , then and sharing bar 2, then Fm7 and G7 C7 again in bars 3 and 4. Bar 5 turns to , with and Fm7 sharing the bar, then and , then . In the first A, bar 8 is and , which sends the music back to F minor for the repeat. The second A ends with A♭6 and E♭7 sharing bar 7 and A♭6 in bar 8, and the follows. The bridge, bars 17 to 24, starts with and , holds B♭m7 for bars 19 to 21 (with in bar 19), then plays E♭7, Cm7 with , and B♭m7 with C7♭9, which leads back to F minor. The last A ends like the first, ready for the next . These follow the iReal Pro chart; other lead sheets may spell some chords differently.

Play the changes

A♭ major
Open in iReal Pro ↗
A10 bars
Fm7
G7C7
Fm7
G7C7
A♭maj7Fm7
B♭m7E♭7
1.A♭6
Gm7♭5C7♭9
2.A♭6E♭7
A♭6
B8 bars
Cm7
F7
B♭m7F7♭9
B♭m7
B♭m7
E♭7
Cm7B°7
B♭m7C7♭9
A8 bars
Fm7
G7C7
Fm7
G7C7
A♭maj7Fm7
B♭m7E♭7
A♭6
Gm7♭5C7♭9

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

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