Jazz Changes

Cliff Burwell, music · Mitchell Parish, lyrics · Written in 1928 and recorded that year by Rudy Vallee and Jimmie Noone

Sweet Lorraine

Sweet Lorraine is a 32-bar song from 1928, with music by Cliff Burwell and words by Mitchell Parish. Its chords move around the circle of fifths, so the tune is easy to learn and leaves soloists room. Nat King Cole's trio records kept it in circulation, and Art Tatum played it on many records.

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

Listen in this order

Eight versions from 1928 to 1962 show the song as a trio vocal, an early clarinet record, a swing band, solo piano, bebop tenor, a Paris septet, a piano and guitar trio and an organ group. Every step uses the same 32 bars, so the chart works for each one.

8 recordings, 1928 to 1962 · Play all 8 on YouTube ↗

  1. Jimmie Noone's Apex Club Orchestra1928
  2. Teddy Wilson1935
  3. The King Cole Trio1940
  4. Art Tatum1949 · Swing
  5. Wardell Gray Quartet1949
  6. The Dizzy Gillespie Jazz Ensemble1952
  7. The Oscar Peterson Trio1954
  8. Larry Young1962 · Bebop

Step 1 of 8 Now playing✓ Heard

Learn the song

The King Cole Trio · 1940

Listen for
Cole sings with only piano, guitar and bass behind him. With so few instruments, each chord change is easy to follow against the chart.
Try this
Play bars 1 to 4 of the chart as a loop (G6 F7 E7, Am7 D7 B7/D♯, Em7 E♭7 Dm7 G7, C7 B7♭9) and hum the melody over it. Smaller version: play only the root of each chord.

Step 2 of 8 Now playing✓ Heard

Hear the 1928 jazz version

Jimmie Noone's Apex Club Orchestra · 1928

Listen for
The front line is Noone's clarinet and Poston's alto saxophone, with piano, banjo, tuba and drums behind them. Count the choruses against the 32-bar chart.
Try this
Play the last four bars of the chart (E7 A7, Am7 D7, G6 C7 C♯°, G6/D D7), the stretch that brings the song home. Smaller version: play only the root of each chord.

Step 3 of 8 Now playing✓ Heard

Hear a swing band

Teddy Wilson and His Orchestra · 1935

Listen for
Trumpet, clarinet, alto saxophone and tenor saxophone play over a rhythm section of piano, guitar, bass and drums. Listen for which horn takes each chorus.
Try this
Play bars 5 to 8 of the first A section as a loop (E7 A7, Am7 D7, Bm7 E7, Am7 D7♯5) at a medium swing tempo and hum the melody over it. Smaller version: play only the first chord of each bar.

Step 4 of 8 Now playing✓ Heard

Hear the changes on solo piano

Art Tatum · 1949 · Swing

The Complete Capitol Recordings of Art Tatum

Listen for
One pianist covers every chord of the chart with no band. Follow the chart bar by bar and notice how much of the 32-bar form you can still hear.
Try this
Play the second A section's last four bars in your own voicings (E7 A7, Am7 D7, G6 C7 C♯°, G6/D Dm7 G7), using two or three notes of each chord. Smaller version: play a root and a seventh for each chord.

Step 5 of 8 Now playing✓ Heard

Follow a tenor saxophone improvisation

Wardell Gray Quartet · 1949

Wardell Gray Memorial, Vol. 1

Listen for
Gray plays tenor saxophone over a piano, bass and drums rhythm section. At 4:05, the track holds several choruses, so follow the chart and count them.
Try this
Play the bridge from the chart (C6 E7, Am7 A♭7 Gm7 C7, Fmaj7 E7, Am7 A♭7 Gm7 C7, Fmaj7 E7, E♭7♯11 D7, Fmaj7 E7, E♭7♯11 D7). Smaller version: play only the first chord of each bar.

Step 6 of 8 Now playing✓ Heard

Hear a short horn-led version

The Dizzy Gillespie Jazz Ensemble · 1952

Listen for
Trumpet, trombone, alto saxophone and tenor saxophone share the front line over a piano, bass and drums rhythm section. At 2:33 the track is short, so follow the chart once through, then again.
Try this
Play the move from the second A into the bridge (G6 C7 C♯°, G6/D Dm7 G7, then C6 E7, Am7 A♭7 Gm7 C7). Smaller version: play only the root of each chord.

Step 7 of 8 Now playing✓ Heard

Hear a piano trio with guitar

The Oscar Peterson Trio · 1954

Pastel Moods

Listen for
The trio has no drummer, so piano, guitar and bass keep the time between them. Follow the chart and listen for how the three instruments divide the chords.
Try this
Play the whole first A section as a loop of eight bars, ending on the first ending (Bm7 E7, Am7 D7♯5). Smaller version: play only bars 1 to 4.

Step 8 of 8 Now playing✓ Heard

Follow a long improvisation over the form

Larry Young · 1962 · Bebop

Groove Street

Listen for
At 9:26 the track holds many choruses. Larry Young plays organ and Thornel Schwartz plays guitar; follow the chart to find where each chorus begins.
Try this
Play the 32-bar chart once through at a slow swing tempo and count the choruses on the record as you go. Soloing version: take one chorus of the A section using chord tones of each chord. Smaller version: play only the root of each chord.

More great versions

5 more, from 1943 to 1991. Tap a cover to play it here.

  1. The King Cole Trio1943
  2. Nat King Cole1956 · Swing
  3. Louis Armstrong with the Oscar Peterson Trio1957 · Vocal
  4. Henry “Red” Allen1957 · Early jazz
  5. Kenny Barron Trio1991 · Bebop

How the tune works

G majorusual key
32 barsA · A · B · A form
G major → C major → G majorkey centers

The tune runs 32 bars, AABA, in G major on the iReal Pro chart. JazzStandards.com gives the original key as F major, so a record may sit in a different key from this chart. Each A opens on G6, F7 and E7, then Am7, D7 and B7/D♯, and reaches Em7, E♭7, Dm7 and G7 in bar 3. Bar 4 holds C7 and B7♭9, and bars 5 and 6 pass through E7, A7, Am7 and D7, a chain of dominants that falls back toward G. The A sections differ only in bars 7 and 8. The first ends with Bm7 E7 and Am7 D7♯5, which turns back to the top. The second ends with G6 C7 C♯° and G6/D Dm7 G7, which leads into the bridge. The last A ends with G6 C7 C♯° and G6/D D7. The bridge moves up a fourth to C major, which JazzStandards.com describes as a modulation to the fourth degree of the key. It runs C6 E7, then Am7 A♭7 Gm7 C7 and Fmaj7 E7, repeats those two bars, then plays E♭7♯11 D7, Fmaj7 E7 and E♭7♯11 D7 again, and the last D7 leads to G for the final A.

Play the changes

G major
Open in iReal Pro ↗
A10 bars
G6F7E7
Am7D7B7/D♯
Em7E♭7Dm7G7
C7B7♭9
E7A7
Am7D7
1.Bm7E7
Am7D7♯5
2.G6C7C♯°
G6/DDm7G7
B8 bars
C6E7
Am7A♭7Gm7C7
Fmaj7E7
Am7A♭7Gm7C7
Fmaj7E7
E♭7♯11D7
Fmaj7E7
E♭7♯11D7
A8 bars
G6F7E7
Am7D7B7/D♯
Em7E♭7Dm7G7
C7B7♭9
E7A7
Am7D7
G6C7C♯°
G6/DD7

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