Jazz Changes

George Gershwin, music · Ira Gershwin, lyrics · Introduced by Gertrude Lawrence in the Broadway musical Oh, Kay!, 1926

Someone to Watch Over Me

George and Ira Gershwin wrote this song for the 1926 Broadway musical Oh, Kay!, where Gertrude Lawrence introduced it. It began as an up-tempo number, but singers slowed it down in the 1930s and 1940s and made it a ballad. It is now one of the most-recorded songs in jazz, a test piece for singers and for tenor saxophone ballad playing.

E♭ major · 32 bars · A A B A form · how it works

Listen in this order

The path starts with the first recording, from 1926, and follows the song from singers to tenor saxophone and solo piano. Every step keeps the same 32 bars and changes how the melody is phrased.

8 recordings, 1926 to 1991 · Play all 8 on YouTube ↗

  1. Gertrude Lawrence1926
  2. Frank Sinatra with Axel Stordahl1945 · Vocal
  3. Chet Baker1955 · Cool jazz
  4. Gene Ammons1961 · Hard bop
  5. Ben Webster1964 · Swing
  6. Oscar Peterson1968 · Post-bop
  7. Zoot Sims1975 · Swing
  8. Sonny Rollins1991 · Post-bop

Step 1 of 8 Now playing✓ Heard

Hear the song as it was first written

Gertrude Lawrence · 1926

“Someone to Watch Over Me (From "Oh! Kay!")”, Fascinating Rhythm: The Broadway Gershwin 1919–1933

medium tempo

Listen for
The tempo is a brisk medium, not the slow ballad heard today. Lawrence sings alone with Tom Waring's piano.
Try this
Play the melody and chords at a medium tempo, faster than the ballad speed you probably know.
Apple Music ↗YouTube ↗

Step 2 of 8 Now playing✓ Heard

Learn the melody as a slow ballad

Frank Sinatra with Axel Stordahl and His Orchestra · 1945 · Vocal

“Someone to Watch Over Me (78 RPM Version)”, The Voice of Frank Sinatra

Listen for
How far behind the beat Sinatra sings while Stordahl's string quartet holds long chords under him.
Try this
Play the melody slowly and hold each long note for its full written length before moving to the next one.
Apple Music ↗YouTube ↗

Step 3 of 8 Now playing✓ Heard

Hear a jazz singer bend the melody

Chet Baker · 1955 · Cool jazz

Chet Baker Sings and Plays

Listen for
How plainly Baker sings the melody, then plays a trumpet chorus on the same changes.
Try this
Sing or play the melody as plainly as you can, then play one chorus over the changes. If soloing is new, repeat the melody and change only the rhythm.
Apple Music ↗YouTube ↗

Step 4 of 8 Now playing✓ Heard

Carry the melody on tenor saxophone

Gene Ammons · 1961 · Hard bop

Nice an' Cool

Listen for
Ammons stays close to the melody and lets his big tone carry it, with piano, bass and drums quiet underneath.
Try this
Play the melody at this tempo without adding notes, then play it again and change only where you place the phrases.
Apple Music ↗YouTube ↗

Step 5 of 8 Now playing✓ Heard

Study tone and space in a ballad

Ben Webster · 1964 · Swing

See You at the Fair

Listen for
How slowly Webster takes the melody, and how Hank Jones answers him on piano between phrases.
Try this
Play the first eight bars and leave two beats of silence after each phrase before starting the next one.
Apple Music ↗YouTube ↗

Step 6 of 8 Now playing✓ Heard

Hear the harmony on solo piano

Oscar Peterson · 1968 · Post-bop, Cool jazz

My Favorite Instrument

Listen for
How one piano covers the melody, the chords and the bass line with no other instruments.
Try this
Play the melody in the right hand and simple three-note chords in the left, with no backing track.
Apple Music ↗YouTube ↗

Step 7 of 8 Now playing✓ Heard

Hear the tune in a loose small group

Zoot Sims · 1975 · Swing

Zoot Sims and the Gershwin Brothers

Listen for
How Sims phrases the melody while Peterson's piano and Pass's guitar fill in around him.
Try this
Play the melody while a second player comps, and notice how little the accompaniment needs to play.
Apple Music ↗YouTube ↗

Step 8 of 8 Now playing✓ Heard

Hear the tune stretched in a modern setting

Sonny Rollins · 1991 · Post-bop

Here's to the People

Listen for
How Rollins phrases the melody in his own time over the electric guitar and bass.
Try this
Play the melody once at an even tempo with a metronome, then play it again stretching some phrases long and cutting others short.
Apple Music ↗YouTube ↗

More great versions

2 more, from 1953 to 1998. Tap a cover to play it here.

  1. Teddy Wilson Trio1953
  2. Keith Jarrett1998 · Contemporary jazz

How the tune works

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

Each A section is eight bars in E♭ major, and the harmony visits the A♭ chord in the second bar before working back home. The bridge opens on A♭ major, turns it minor, then runs a chain of dominant chords that leads back to E♭ for the last A. The tune ends with a short turnaround on E♭.

Play the changes

E♭ major
Open in iReal Pro ↗
A10 bars
E♭maj7E♭7
A♭maj7A♭°7
E♭maj7/GG♭°7
B♭7/FE°7
Fm7G°A♭6
Am7♭5B♭7
1.G7♯5C7
Fm7B♭7
2.E♭6
E♭7
B8 bars
A♭maj7
A♭maj7
A♭m6
E♭6/G
Am7♭5D7♭9
G7♭13
C7
Fm7B♭7
A8 bars
E♭maj7E♭7
A♭maj7A♭°7
E♭maj7/GG♭°7
B♭7/FE°7
Fm7G°A♭6
Am7♭5B♭7
E♭6
Fm7B♭7

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