Jazz Changes

Fred E. Ahlert, music · Roy Turk, lyrics · Published in 1929

Mean to Me

Mean to Me is a 1929 song by Fred E. Ahlert and Roy Turk, usually played in . Its thirty-two use the same eight-bar three times, and each A section is full of that fall into place one after another. You will hear it from Billie Holiday, Lester Young, Barney Kessel, Paul Desmond, Ella Fitzgerald and Milt Jackson.

Listen in this order

The path starts with Annette Hanshaw's 1929 record and Billie Holiday's 1937 record with Lester Young, then adds Frank Sinatra's 1947 vocal and a 1955 sextet led by Young and Harry Edison. It goes on to Barney Kessel's guitar trio, Paul Desmond's quartet, Ella Fitzgerald with Oscar Peterson, and a live 1977 sextet led by Milt Jackson and Ray Brown.

8 recordings, 1929 to 1977 · Play all 8 on YouTube ↗

  1. Annette Hanshaw1929
  2. Teddy Wilson and His Orchestra with Billie Holiday1937
  3. Frank Sinatra1947
  4. Lester Young - Harry Edison Sextet1955 · Swing
  5. Barney Kessel with Shelly Manne and Ray Brown1957 · Hard bop
  6. Paul Desmond1974 · Cool jazz
  7. Ella Fitzgerald and Oscar Peterson1975 · Vocal
  8. Milt Jackson - Ray Brown Sextet1977 · Post-bop

Step 1 of 8 Now playing✓ Heard

Learn the song

Annette Hanshaw · 1929

Annette Hanshaw, Vol. 6: 1929

Listen for
This record dates from 1929, the year the song was published, and Hanshaw sings it with orchestra accompaniment.
Try it on your instrument

Play the first from the chart, one change at a time: , , Fmaj7 , , , Gm7 C7, , C7.

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Hear the song as a 1937 swing-band vocal

Teddy Wilson and His Orchestra with Billie Holiday · 1937

“Mean to Me (Take 1)”, Brunswick 78 rpm single

Listen for
Wilson plays piano and Young tenor saxophone, and the band also has trumpet, clarinet, alto saxophone, guitar, bass and drums.
Try it on your instrument

Play 3 and 4 of the slowly: , then . Hear how Cm7 and F7 lead to B♭maj7.

Step 3 of 8 Now playing✓ Heard

Hear the song sung with an arranged orchestra

Frank Sinatra · 1947

“Mean to Me (alternate take)”, The Columbia Years

Listen for
Sinatra sings with the orchestra that Axel Stordahl arranged and conducted.
Try it on your instrument

Play the first four of the slowly: , , , then . Hear how Cm7 and F7 lead to B♭6.

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Hear tenor saxophone and trumpet lead the tune

Lester Young - Harry Edison Sextet · 1955 · Swing, Cool jazz

Pres and Sweets

Listen for
Young plays tenor saxophone and Edison trumpet, with Peterson on piano, Ellis on guitar, Brown on bass and Rich on drums.
Try it on your instrument

Play 5 to 8 of the slowly with roots in the left hand: , , , C7. If you can solo over changes, play one short phrase over each bar. If not, play one chord tone per chord.

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Hear the song as a guitar trio

Barney Kessel with Shelly Manne and Ray Brown · 1957 · Hard bop

The Poll Winners

Listen for
The trio is guitar, bass and drums, with no piano or horn.
Try it on your instrument

Play the last of the first two back to back. The first ends on and leads into the second A. The second ends on and leads into the in B♭.

Step 6 of 8 Now playing✓ Heard

Hear a quartet with no piano

Paul Desmond · 1974 · Cool jazz

Pure Desmond

Listen for
The quartet is alto saxophone, guitar, bass and drums, and no piano plays.
Try it on your instrument

Play the first two of the , and , then . The F♯°7 sits a half step below Gm7 and leads up to it.

Step 7 of 8 Now playing✓ Heard

Hear a voice and piano alone

Ella Fitzgerald and Oscar Peterson · 1975 · Vocal

Ella and Oscar

Listen for
Peterson accompanies Fitzgerald on piano. The album credits Ray Brown on bass for its second half only.
Try it on your instrument

Play the as one per while you sing or hum the melody: , , Fmaj7, , , Gm7, , .

Step 8 of 8 Now playing✓ Heard

Hear a live sextet with horns and vibraphone

Milt Jackson - Ray Brown Sextet · 1977 · Post-bop

Montreux '77

Listen for
Terry's trumpet and Davis's tenor saxophone join Jackson's vibraphone, with Alexander on piano, Brown on bass and Smith on drums.
Try it on your instrument

Play 5 to 8 of the : , , , . The G7 and C7 lead back to F for the last .

More great versions

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

  1. Lennie Tristano Trio1955

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 · A · B · A form
F major → B♭ major → F majorkey centers

The form runs thirty-two in four sections of eight, , and the is . Each opens with and in bar 1, then , then Fmaj7 , and bar 4 plays . Bars 5 to 8 play , Gm7 C7, and a . The first A ends on C7, which leads into the second A. The second A ends on F6 Cm7 F7, which leads into the . The bridge moves to . It opens with B♭maj7 Gm7, then Cm7 F7 into , and bar 4 plays E♭7 D7. The bridge continues with Gm7, E♭7 D7, G7 and C7, and the G7 and C7 lead back to F for the last A. The last A repeats the first A and ends on G7 C7. The follow the iReal Pro chart.

Play the changes

F major
Open in iReal Pro ↗
A8 bars
Fmaj7F♯°7
Gm7C7
Fmaj7Cm7F7
B♭maj7E♭7
Am7D7
Gm7C7
F6Dm7
G7C7
A8 bars
Fmaj7F♯°7
Gm7C7
Fmaj7Cm7F7
B♭maj7E♭7
Am7D7
Gm7C7
F6Dm7
F6Cm7F7
B8 bars
B♭maj7Gm7
Cm7F7
B♭6
E♭7D7
Gm7
E♭7D7
G7
C7
A8 bars
Fmaj7F♯°7
Gm7C7
Fmaj7Cm7F7
B♭maj7E♭7
Am7D7
Gm7C7
F6Dm7
G7C7

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