Jazz Changes

Bernice Petkere, music · Joe Young, lyrics · Featured in the 1932 Broadway revue Chamberlain Brown's Scrap Book

Lullaby of the Leaves

Lullaby of the Leaves is a 1932 song featured in a Broadway revue that ran only ten performances. George Olsen's band had a number one record with it that year, and jazz players soon adopted it. Gerry Mulligan, Anita O'Day, Grant Green and Ella Fitzgerald are among the artists who recorded it.

Listen in this order

The path opens with the 1932 dance-band hit and Art Tatum alone at the piano. It then moves to Dizzy Gillespie with strings, Anita O'Day's voice, Gerry Mulligan's quartet without a piano and two guitar records, and ends with Ella Fitzgerald and an orchestra in 1964.

8 recordings, 1932 to 1964 · Play all 8 on YouTube ↗

  1. George Olsen and His Music1932
  2. Art Tatum1940 · Easy listening
  3. Dizzy Gillespie with Johnny Richards' Orchestra1950 · Bebop
  4. Anita O'Day1952 · Bebop
  5. Gerry Mulligan Quartet1952 · Cool jazz
  6. Tal Farlow Quartet1955
  7. Grant Green1961 · Hard bop
  8. Ella Fitzgerald1964 · Vocal

Step 1 of 8 Now playing✓ Heard

Learn the song

George Olsen and His Music · 1932

Lullaby of the Leaves

George Olsen's dance band recorded it for Victor in New York on April 14, 1932, with singers drawn from the band. According to JazzStandards.com, the record spent two of its ten weeks on the charts at number one.

Listen for
Singers from inside the band sing the song while the dance band plays behind them. The record lasts 3:14, so it is a short, direct way to learn the tune.
Try it on your instrument

Play 1 to 4 of the song in : and , and , and , then and . Smaller version: one per bar, Cm, D7, Gm7, Fm7.

Step 2 of 8 Now playing✓ Heard

Hear one pianist alone

Art Tatum · 1940 · Easy listening

Piano solo

Art Tatum recorded this piano solo for Decca in Los Angeles on February 22, 1940. The record runs about three minutes.

Listen for
One pianist plays everything: the tune, the beat and the decoration all come from the piano. The record lasts about three minutes.
Try it on your instrument

Play 5 to 8 of the first : , , then , then and . Smaller version: one per bar, Dm7♭5, G7♭13, Cm, A♭7.

Step 3 of 8 Now playing✓ Heard

Hear it with strings

Dizzy Gillespie with Johnny Richards' Orchestra · 1950 · Bebop

The Dizzy Gillespie Story

Dizzy Gillespie recorded it in Los Angeles on October 31, 1950, with Johnny Richards conducting an orchestra of strings, harp, woodwinds and French horn. It first came out as a Discovery single.

Listen for
A trumpet plays the tune with strings, a harp, woodwinds and a French horn behind it. The record lasts 2:30.
Try it on your instrument

Play the first six of the : for two bars, for two bars, A♭7 for two bars. Smaller version: play A♭7, Cmaj7, A♭7 and hold each for two bars.

Step 4 of 8 Now playing✓ Heard

Hear a jazz singer

Anita O'Day · 1952 · Bebop, Swing

Anita O'Day Collates

Anita O'Day recorded it in New York on January 22, 1952, for producer Norman Granz. It appeared on her first album for Granz, Anita O'Day Collates, issued by Clef in 1953.

Listen for
A single voice leads, where the 1932 record used a group of singers. The record lasts 3:09.
Try it on your instrument

Play the last two of the and the return: and , then and , then at the top of the last A. Smaller version: one per bar, C6, Dm7♭5, G7♭13, Cm.

Step 5 of 8 Now playing✓ Heard

Hear a small group without piano

Gerry Mulligan Quartet · 1952 · Cool jazz, Bebop

Gerry Mulligan Quartet Vol. 1

Gerry Mulligan's quartet recorded it at Phil Turetsky's house in Los Angeles on August 16, 1952. It came out on Pacific Jazz's first 10-inch LP, Gerry Mulligan Quartet Vol. 1.

Listen for
Baritone saxophone and trumpet play together with only bass and drums behind them and no piano. The recording lasts 3:15.
Try it on your instrument

Play the two endings of the first . First ending: , then and . Second ending: Cm for two . Smaller version: play Cm, A♭7, Cm.

Step 6 of 8 Now playing✓ Heard

Hear a guitar quartet

Tal Farlow Quartet · 1955

Swing Guitars

Tal Farlow's quartet recorded it in Los Angeles on April 25, 1955. Norgran first issued it on the album Swing Guitars and again on The Tal Farlow Album.

Listen for
A guitar leads a quartet of guitar, piano, bass and drums. The record lasts 3:47.
Try it on your instrument

Play the whole first , 1 to 8: and , and , and , and , , G7♭13, Cm, then and . Smaller version: one per bar, Cm, D7, Gm7, Fm7, Dm7♭5, G7♭13, Cm, A♭7.

Step 7 of 8 Now playing✓ Heard

Hear a guitar and organ trio

Grant Green · 1961 · Hard bop, Soul jazz

Grant's First Stand

Guitarist Grant Green led an organ trio with 'Baby Face' Willette and drummer Ben Dixon at Rudy Van Gelder's studio on January 28, 1961. Blue Note issued it on Grant's First Stand.

Listen for
A guitar, an organ and drums play without horns. At 7:42 the record runs three times as long as the Gillespie record, so each player gets more time.
Try it on your instrument

Play the full , 17 to 24: for two bars, for two bars, A♭7 for two bars, then and , and and . Smaller version: play only A♭7, Cmaj7, A♭7 and hold each for two bars.

Step 8 of 8 Now playing✓ Heard

Hear a singer with an orchestra

Ella Fitzgerald · 1964 · Vocal, Swing

Hello, Dolly!

Ella Fitzgerald recorded it in New York City on March 3 or 4, 1964, with Frank DeVol arranging and conducting. Verve released the album Hello, Dolly! in July 1964.

Listen for
A singer in front of an orchestra, with Zoot Sims on tenor saxophone. The record lasts just under three minutes.
Try it on your instrument

Play a full at a medium swing tempo: A, A, , A. End the last A with and so it leads into the next chorus. Smaller version: loop only 25 to 32, the last A.

Through the decades

  1. 1930s

    The song is featured in a 1932 Broadway revue that ran ten performances. George Olsen's dance band records it for Victor in April 1932, and the record reaches number one on the charts.

  2. 1940s

    Art Tatum plays it alone at the piano for Decca in February 1940. Mary Lou Williams's version comes out on Asch in April 1944.

  3. 1950s

    Dizzy Gillespie records it with strings in 1950. Two 1952 sessions follow: Anita O'Day sings it in January and Gerry Mulligan's quartet plays it without a piano in August.

  4. 1960s

    Grant Green's guitar and organ trio plays it in January 1961, and the Ventures record it that May. In 1964 Ella Fitzgerald sings it on Hello, Dolly! with an orchestra.

  5. 1990s

    Marian McPartland plays it with Geri Allen on her 1998 album Just Friends.

More great versions

5 more, from 1944 to 1998. Tap a cover to play it here.

  1. Mary Lou Williams1944
  2. Billy Eckstine1958 · Easy listening
  3. The Ventures1961
  4. Lennie Tristano1965
  5. Marian McPartland with Geri Allen1998 · Bebop

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 minorusual key
32 barsA · A · B · A form
C minor → A♭ → C → A♭ → C → C minorkey centers

The iReal Pro chart runs 32 in : A (8 bars), A (8), B (8) and A (8). Each opens with and , and , and , then and , followed by and G7♭13. The first A ends with Cm, then and , which lead back to the top. The second A ends on Cm for two bars, and the last A ends with Cm, then Dm7♭5 and G7♭9, ready for the next . The moves to brighter : A♭7 for two bars, for two bars, A♭7 for two bars, then and , and Dm7♭5 and G7♭13, which lead back to Cm.

Play the changes

C minor
Open in iReal Pro ↗
A10 bars
CmAm7♭5
D7G7♭13
Gm7C7
Fm7Fm7/E♭
Dm7♭5
G7♭13
1.Cm
A♭7G7♭9
2.Cm
Cm
B8 bars
A♭7
A♭7
Cmaj7
Cmaj7
A♭7
A♭7
C6A7
Dm7♭5G7♭13
A8 bars
CmAm7♭5
D7G7♭13
Gm7C7
Fm7Fm7/E♭
Dm7♭5
G7♭13
Cm
Dm7♭5G7♭9

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

More like this: Broadway