Jazz Changes

Neil Moret, music · Richard A. Whiting, lyrics · Recorded by Gene Austin, 1928

She's Funny That Way

Neil Moret wrote the tune, Richard A. Whiting the words, and Gene Austin recorded it in 1928. A man sings the original, and women often change the title to "He's Funny That Way". Hear it with Billie Holiday in 1937, Art Tatum in 1954, and Lester Young and Harry Edison in 1955.

Listen in this order

The path starts with Gene Austin's 1928 record and follows the song through two Billie Holiday versions and a Coleman Hawkins band record. Then come a Paris band led by Dizzy Gillespie, Art Tatum alone at the piano, a long Lester Young record and a 1998 vocal by Kurt Elling.

8 recordings, 1928 to 1998 · Play all 8 on YouTube ↗

  1. Gene Austin1928
  2. Billie Holiday1937
  3. Coleman Hawkins1939
  4. Billie Holiday and the Eddie Heywood Trio1944
  5. Dizzy Gillespie1952 · Bebop
  6. Art Tatum1954
  7. Lester Young and Harry Edison1955 · Swing
  8. Kurt Elling1998

Step 1 of 8 Now playing✓ Heard

Hear the song as first recorded

Gene Austin · 1928

Victor 78 rpm single

Gene Austin recorded it for Victor in New York on November 7, 1928, with Nat Shilkret conducting. Victor issued it on the back of "Sonny Boy" that December.

Listen for
Listen for Austin's voice at the front and a small studio band around it, with clarinets and a cornet. The words speak from a man's side, which later singers often changed.
Try it on your instrument

Play the first four of the as , two chords per bar where the chart has two: , E♭maj7 B♭7♯5, E♭maj7 , . Smaller version: play E♭ for three bars, then C7 in bar 4.

Step 2 of 8 Now playing✓ Heard

Hear a woman sing it

Billie Holiday and Her Orchestra · 1937

“He's Funny That Way”, Vocalion 78 rpm single

Billie Holiday recorded it in New York on September 13, 1937, under the title "He's Funny That Way". Lester Young plays tenor saxophone and Buck Clayton trumpet in the band.

Listen for
Listen for Billie Holiday's voice up front, and for the tenor saxophone of Lester Young and the trumpet of Buck Clayton in the band. The whole record runs under three minutes.
Try it on your instrument

Play 5 to 8 of the as : for one bar, for one bar, then F7 and . Smaller version: play only F7 and D♭7, one bar each.

Step 3 of 8 Now playing✓ Heard

Hear a swing band play it

Coleman Hawkins and His Orchestra · 1939

“(I Got a Woman Crazy for Me) She's Funny That Way”, Bluebird 78 rpm single

Coleman Hawkins recorded it with his orchestra in New York on October 11, 1939, with Thelma Carpenter singing. Bluebird issued it as B-10477.

Listen for
Listen for Thelma Carpenter's voice with a full dance band behind her, and for Coleman Hawkins's tenor saxophone among the horns. The record runs a little over three minutes.
Try it on your instrument

Play the first half of the , 17 to 20, as : , , , . Smaller version: play only and D♭7 for two bars, then E♭ for two.

Step 4 of 8 Now playing✓ Heard

Hear her second version

Billie Holiday and the Eddie Heywood Trio · 1944

“He's Funny That Way”, Commodore 78 rpm single

Billie Holiday recorded it again for Commodore in New York on April 8, 1944, with the Eddie Heywood Trio. Her words differ from the 1937 record.

Listen for
Listen for Eddie Heywood's piano with only bass and drums beside it. The record runs about forty seconds longer than the 1937 one.
Try it on your instrument

Play both endings of the as . First ending: , then . Second ending: B♭7, then E♭6 . Smaller version: play F7 for the first ending and E♭ for the second.

Step 5 of 8 Now playing✓ Heard

Hear a trumpet lead the tune

Dizzy Gillespie · 1952 · Bebop

Horn of Plenty

Dizzy Gillespie recorded it at the Schola Cantorum in Paris on April 11, 1952, with Don Byas on tenor saxophone. Vogue issued it in France that year, and Blue Note put it on Horn of Plenty in 1953.

Listen for
Listen for Gillespie's trumpet, with Don Byas's tenor saxophone and Hubert Fol's alto saxophone in the band. The record runs just under four minutes.
Try it on your instrument

Play the second half of the , 21 to 24, as : , , , . Smaller version: play only the single notes A♭, G, C, F, one per bar.

Step 6 of 8 Now playing✓ Heard

Hear it alone at the piano

Art Tatum · 1954

The Art Tatum Solo Masterpieces, Vol. 8

Art Tatum recorded it alone at the piano at Radio Recorders in Hollywood in 1954, for the producer Norman Granz. It came out on the Pablo series The Art Tatum Solo Masterpieces.

Listen for
Listen for the piano alone, with no band at all. The record runs just under four minutes.
Try it on your instrument

Play the slowly, one per , the first chord of each bar: , E♭maj7, E♭maj7, , , , , . Smaller version: play only bars 5 to 8, F7, D♭7, Cm7, Fm7.

Step 7 of 8 Now playing✓ Heard

Hear it stretched out

Lester Young and Harry Edison · 1955 · Swing, Cool jazz

Pres and Sweets

Lester Young and Harry Edison recorded it at Radio Recorders in Hollywood on November 1, 1955, with Oscar Peterson, Herb Ellis, Ray Brown and Buddy Rich. Norgran released it on Pres and Sweets in 1956.

Listen for
Listen for Young's tenor saxophone and Edison's trumpet over the piano, guitar, bass and drums. At more than eight minutes it is the longest record on the path.
Try it on your instrument

Play the last , 25 to 32, as : twice, E♭maj7 , , , , then and E♭6. Smaller version: play only E♭, then F7 and D♭7, and finish on E♭.

Step 8 of 8 Now playing✓ Heard

Hear the song rewritten

Kurt Elling · 1998

This Time It's Love

Kurt Elling recorded it for his 1998 Blue Note album This Time It's Love in Chicago, with Laurence Hobgood on piano. The Penguin Guide to Jazz describes his version as new words written to Lester Young's solo on the song.

Listen for
Listen for Elling singing a line that moves like an instrumental solo, with Laurence Hobgood's piano beside him. Then go back to the 1955 record to hear Lester Young play the song.
Try it on your instrument

Write your own words for the first four of the and sing them over , E♭maj7, E♭maj7, . Smaller version: speak your words in rhythm over one held E♭ .

Through the decades

  1. 1920s

    Neil Moret and Richard A. Whiting write the song in 1928, and Gene Austin records it for Victor that November. Jimmie Noone's Chicago band records it for Vocalion in 1929.

  2. 1930s

    Billie Holiday records it in 1937 as "He's Funny That Way", with Lester Young and Buck Clayton in the band. Coleman Hawkins's orchestra records it in 1939 with Thelma Carpenter singing.

  3. 1940s

    Billie Holiday records it again in 1944 with the Eddie Heywood Trio, using different words. In 1946 Lester Young records it for Aladdin in Los Angeles.

  4. 1950s

    Dizzy Gillespie records it in Paris in 1952, and Art Tatum plays it alone at the piano in 1954. In 1955 Lester Young and Harry Edison stretch it past eight minutes.

  5. 1960s

    Frank Sinatra sings it on Nice 'n' Easy in 1960, with Nelson Riddle conducting. Ella Fitzgerald records it for her 1962 album with Riddle.

  6. 1970s

    Count Basie leads an all-star jam at the 1977 Montreux Jazz Festival, and Joe Pass plays it on guitar there the next day. Zoot Sims records it with a quintet in Los Angeles in 1979.

  7. 1990s

    Kurt Elling records it in 1998 for Blue Note, with Laurence Hobgood on piano.

More great versions

7 more, from 1929 to 1979. Tap a cover to play it here.

  1. Jimmie Noone's Apex Club Orchestra1929
  2. Lester Young1946
  3. Frank Sinatra1960 · Big band
  4. Ella Fitzgerald1962 · Vocal
  5. Count Basie Jam1977
  6. Joe Pass1977 · Swing
  7. Zoot Sims Quintet1979 · Swing

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

E♭ majorusual key
32 barsA · A · B · A form
E♭ majorkey centers

Thirty-two in four sections of eight, , all in E♭. Each starts with in bars 1 and 2, then E♭maj7 in bar 3 and in bar 4. Bar 5 is and bar 6 is . The first time through, bars 7 and 8 are F7 and , which lead back to the top; the second time, they are B♭7 and E♭6 , which lead into the . The bridge, bars 17 to 24, goes , D♭7, E♭6 B♭7 and E♭maj7 E♭7, then A♭m6 D♭7, followed by C7, Cm7 F7 and Fm7 B♭7 back to the last A. The last A repeats the first, with E♭6 B♭7 and E♭6 as its ending. These follow the iReal Pro chart; other lead sheets may spell some chords differently.

Play the changes

E♭ major
Open in iReal Pro ↗
A10 bars
E♭maj7B♭7♯5
E♭maj7B♭7♯5
E♭maj7D7♯5
Gm7♭5C7
F7
D♭7
1.Cm7F7
Fm7B♭7
2.E♭6B♭7
E♭6E♭7
B8 bars
A♭m6
D♭7
E♭6B♭7
E♭maj7E♭7
A♭m6D♭7
Gm7C7
Cm7F7
Fm7B♭7
A8 bars
E♭maj7B♭7♯5
E♭maj7B♭7♯5
E♭maj7D7♯5
Gm7♭5C7
F7
D♭7
E♭6B♭7
E♭6

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

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