Jazz Changes

Johnny Green, music · Edward Heyman, lyrics · Number one for Bing Crosby, 1931

Out of Nowhere

Out of Nowhere is a 1931 song by Johnny Green and Edward Heyman that Bing Crosby took to number one. The form runs A, B, A, C, so the last eight bring a different ending. Charlie Parker, Stan Getz, Dave Brubeck and Chet Baker all recorded it.

Listen in this order

The path starts with the 1931 vocal hit and Ella Fitzgerald's 1939 record, then moves to Charlie Parker's quintet and Stan Getz's quartet. It continues with two 1954 sets by Dave Brubeck and Chet Baker and ends with two October 1975 versions, one with two tenor saxes and one by Sonny Criss.

8 recordings, 1931 to 1975 · Play all 7 on YouTube ↗

  1. Bing Crosby1931
  2. Ella Fitzgerald and Her Famous Orchestra1939
  3. Charlie Parker Quintet1947
  4. The Stan Getz Quartet1950
  5. The Dave Brubeck Quartet1954 · Bebop
  6. Chet Baker Quartet1954 · Cool jazz
  7. Zoot Sims & Eddie "Lockjaw" Davis1975
  8. Sonny Criss1975 · Post-bop

Step 1 of 8 Now playing✓ Heard

Learn the song

Bing Crosby · 1931

“Out of Nowhere (1931 Single Version)”, Brunswick single

Listen for
Bing Crosby sings the song from start to finish. Learn the tune from his singing before you try the other versions.
Try it on your instrument

Play the tune slowly and add the of the first from the chart: , Gmaj7, , , Gmaj7, Gmaj7, , .

Step 2 of 8 Now playing✓ Heard

Hear a swing vocal

Ella Fitzgerald and Her Famous Orchestra · 1939

Decca 2598

Listen for
Ella Fitzgerald sings with an orchestra and a of piano, guitar, bass and drums. Hear how the band sits under the voice.
Try it on your instrument

Play the first from the chart in a swing feel: , Gmaj7, , , Gmaj7, Gmaj7, , .

Step 3 of 8 Now playing✓ Heard

Hear a bebop quintet

Charlie Parker Quintet · 1947

Charlie Parker Vol. 4

G major · 4/4 · swing · 68 bpm (slow)

Listen for
Charlie Parker plays alto sax in a quintet with Miles Davis on trumpet and a piano, bass and drums . Follow the while the horns play.
Try it on your instrument

Play the from the chart: , , Am7, Am7, , E♭7, Am7, . A smaller version is to play only the two E♭7 and listen for how they sound after Am7.

Step 4 of 8 Now playing✓ Heard

Hear a tenor sax quartet

The Stan Getz Quartet · 1950

The Complete Roost Recordings

Listen for
Stan Getz plays tenor sax in a quartet with Horace Silver on piano, Joe Calloway on bass and Walter Bolden on drums. The track runs 2:29.
Try it on your instrument

Play the last eight from the chart: , , Am7, , and , Am7 and , , then Am7 and D7. Play the two-chord bars slowly at first.

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Hear a live college set

The Dave Brubeck Quartet · 1954 · Bebop, Cool jazz

Jazz Goes to College

Listen for
Paul Desmond plays alto sax with Brubeck's piano, Bob Bates on bass and Joe Dodge on drums. This live track runs 8:04, much longer than the Getz version.
Try it on your instrument

Count the 32 along with the record and say the section letters aloud as they pass: A, B, A, C. If you lose the count, wait for the next and start again.

Step 6 of 8 Now playing✓ Heard

Hear a trumpet quartet live

Chet Baker Quartet · 1954 · Cool jazz

The Complete Pacific Jazz Live Recordings of the Chet Baker Quartet with Russ Freeman

Listen for
Chet Baker plays trumpet with Russ Freeman's piano, Carson Smith's bass and Bob Neel's drums. There is no second horn, so the piano and trumpet carry the harmony.
Try it on your instrument

Play the from the chart in order: , , Am7, Am7, , E♭7, Am7, . Then play the melody over them if you can.

Step 7 of 8 Now playing✓ Heard

Hear two tenor saxes

Zoot Sims & Eddie "Lockjaw" Davis (with the Oscar Peterson Trio) · 1975

“Out of Nowhere (Live in Geneva)”, The Tenor Giants Featuring Oscar Peterson

Listen for
Two tenor saxophones play with a of Oscar Peterson on piano, Niels-Henning Ørsted Pedersen on bass and Louis Bellson on drums. Try to tell the two tenors apart.
Try it on your instrument

Sing or hum the tune along with the record and say each as it arrives: , then to , then Gmaj7 again, then to .

Step 8 of 8 Now playing✓ Heard

Hear an alto sax quartet

Sonny Criss · 1975 · Post-bop

Out of Nowhere

Listen for
Sonny Criss plays alto sax with Dolo Coker on piano, Larry Gales on bass and Jimmie Smith on drums. Follow the bass line through the 32 .
Try it on your instrument

Play only the root of each from the chart on bass or with your left hand while the record plays. A smaller version is to play the roots of the first only.

More great versions

4 more, from 1947 to 2021. Tap a cover to play it here.

  1. Art Tatum1947
  2. Tal Farlow Trio1956
  3. Coleman Hawkins1965 · Bebop
  4. Bill Charlap Trio2021 · 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

G majorusual key
32 barsA · B · A · C form
G majorkey centers
56–152 bpmhow fast players take it, across 3 transcribed solos (Weimar Jazz Database)

The opens with two of , moves to and , returns to Gmaj7 for two bars, and ends on and . The starts on and E7♭9, stays on Am7, plays two bars of E♭7, and finishes on Am7 and . The second A section repeats the first. The starts like B with Am7 and E7♭9, then moves through Am7, , Bm7 with , Am7 with D7, and a closing Am7 with D7. The whole form is read as , with the minor and the E♭7 bars treated as passing colors inside it. The come from the iReal Pro chart.

Play the changes

G major
Open in iReal Pro ↗
A8 bars
Gmaj7
Gmaj7
B♭m7
E♭7
Gmaj7
Gmaj7
Bm7
E7♭9
B8 bars
Am7
E7♭9
Am7
Am7
E♭7
E♭7
Am7
D7
A8 bars
Gmaj7
Gmaj7
B♭m7
E♭7
Gmaj7
Gmaj7
Bm7
E7♭9
C8 bars
Am7
E7♭9
Am7
Cm6
Bm7B♭°7
Am7D7
G6
Am7D7

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