Jazz Changes

George Gershwin, music · Ira Gershwin, lyrics · Introduced by Walter Catlett in the Broadway musical Lady, Be Good!

Oh, Lady Be Good!

Oh, Lady Be Good! is a 1924 George and Ira Gershwin song from the Broadway musical Lady, Be Good! Players love its plain G-major changes, short bridge and two-bar tag ending. You will hear it everywhere swing is played, from jam sessions to big band books.

G major · 32 bars · A A B A form · how it works

Listen in this order

The path starts with the 1936 Jones-Smith side and Ella Fitzgerald's hit vocal, then moves through Slim & Slam, Charlie Parker's live bebop, two piano trios, a live guitar record and Zoot Sims's tenor. Each step gives you one thing to hear and one thing to try.

8 recordings, 1936 to 1993 · Play all 8 on YouTube ↗

  1. Jones-Smith Incorporated1936
  2. Slim & Slam1938
  3. Charlie Parker with Jazz at the Philharmonic1946 · Swing
  4. Ella Fitzgerald with Bob Haggart1947 · Vocal
  5. Oscar Peterson Trio1952 · Bebop
  6. Kenny Burrell with Art Blakey1959 · Hard bop
  7. Zoot Sims1975 · Swing
  8. Tommy Flanagan Trio1993 · Bebop

Step 1 of 8 Now playing✓ Heard

Learn the song

Jones-Smith Incorporated · 1936

Vocalion 3459

Listen for
Lester Young's tenor saxophone and Count Basie's piano carry this 1936 side. Three minutes, no wasted motion.
Try this
Play the A-section chords (Gmaj7, C7, Bm7 E7, Am7 D7) along with the record, one strum per bar, until the changes feel steady.

Step 2 of 8 Now playing✓ Heard

Hear how a singer phrases it

Ella Fitzgerald with Bob Haggart and His Orchestra · 1947 · Vocal, Swing

“Oh, Lady Be Good”, Flying Home / Oh, Lady Be Good

Listen for
After the melody, Ella takes the scat solo that made this record a hit.
Try this
Sing or play the melody along with Ella, then copy the rhythm of one short scat phrase. If the notes come too fast, clap the rhythm only.

Step 3 of 8 Now playing✓ Heard

Hear it light and playful

Slim & Slam · 1938

“Oh, Lady Be Good (Previously Unissued Performance)”, The Groove Juice Special

Listen for
A loose, playful 1938 vocal treatment, under three minutes.
Try this
Play the melody once through with the record, then play it again while you call out the root of each chord.

Step 4 of 8 Now playing✓ Heard

Hear the changes as bebop ground

Charlie Parker with Jazz at the Philharmonic · 1946 · Swing

“Oh, Lady, Be Good!”, Norman Granz' Jazz at the Philharmonic: How High the Moon

Listen for
Parker and Lester Young stretch out. The track runs eleven minutes, so each soloist gets room over the changes.
Try this
Play the root of each chord in time while the horns solo over the form. If that moves too fast, play only the first bar of each A section.

Step 5 of 8 Now playing✓ Heard

Hear a piano-led trio

Oscar Peterson Trio · 1952 · Bebop

“Oh, Lady Be Good”, Oscar Peterson Plays George Gershwin

Listen for
No drummer. Peterson's piano, Barney Kessel's guitar and Ray Brown's bass carry the time.
Try this
Comp the A section with the record, short chords on beats two and four, and let the bass line be your metronome.

Step 6 of 8 Now playing✓ Heard

Hear it on guitar, live

Kenny Burrell with Art Blakey · 1959 · Hard bop

“Lady Be Good (Live At Five Spot Café, 1959)”, On View at the Five Spot Cafe

Listen for
Live at the Five Spot, Kenny Burrell's guitar leads while Art Blakey drives the band.
Try this
Play the melody along with Burrell's first chorus, then comp the bridge (Cmaj7, C♯°7, back toward G) in fours.

Step 7 of 8 Now playing✓ Heard

Hear a relaxed tenor version

Zoot Sims · 1975 · Swing

“Oh, Lady Be Good”, Zoot Sims and the Gershwin Brothers

Listen for
Zoot Sims's tenor over Oscar Peterson, Joe Pass, George Mraz and Grady Tate: a 1975 band playing the tune as easy swing.
Try this
Play the melody along with Zoot's first statement, then play it again with your own phrasing while the band keeps time.

Step 8 of 8 Now playing✓ Heard

Hear a modern piano trio

Tommy Flanagan Trio · 1993 · Bebop, Swing

“Oh, Lady Be Good”, Lady Be Good ... For Ella

Listen for
Piano, bass and drums only, recorded in New York in 1993.
Try this
Play the melody once as a ballad and once at medium swing, and notice how the same changes hold up at both tempos.

More great versions

2 more, from 1959 to 1963. Tap a cover to play it here.

  1. Ella Fitzgerald1959 · Vocal
  2. Charlie Byrd / Herb Ellis1963

How the tune works

G majorusual key
32 barsA · A · B · A form
Gkey centers

The chorus is 32 bars, AABA: two A sections that differ only in their last two bars, an eight-bar bridge and a last A. Everything stays in G major. A opens on Gmaj7, moves to C7 and back, then runs Bm7 E7 and Am7 D7 before landing on G6; the first ending turns it around with Am7 D7, and the second ending aims Dm7 G7 at the bridge. B starts on Cmaj7, slips past C♯°7 back to Gmaj7, then F♯m7♭5 B7♭9 points at E minor before Em7 A7 and Am7 D7 lead home. The last A repeats the first and closes on the turnaround.

Play the changes

G major
Open in iReal Pro ↗
A10 bars
Gmaj7
C7
Gmaj7C7
Bm7E7
Am7
D7
1.G6Em7
Am7D7
2.G6
Dm7G7
B8 bars
Cmaj7
C♯°7
Gmaj7
F♯m7♭5B7♭9
Em7
A7
Am7
D7
A8 bars
Gmaj7
C7
Gmaj7C7
Bm7E7
Am7
D7
G6Em7
Am7D7

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