Jazz Changes

Bob Haymes, music · Alan Brandt, lyrics · First recorded by Nat King Cole, 1953

That's All

Bob Haymes and Alan Brandt wrote it in 1952, and Nat King Cole recorded it first, in 1953. Bobby Darin's 1959 album gave it a wide audience, and jazz players have recorded it since the 1950s. Hear it from Nat King Cole, Lester Young, Ahmad Jamal, Bobby Darin, Frank Sinatra and Oscar Peterson with Stéphane Grappelli.

Listen in this order

The path starts with Nat King Cole's 1953 record, the first recording of the song, then moves to a tenor saxophone and trumpet session, Sarah Vaughan's vocal and a live piano trio. It continues with Johnny Mathis, Bobby Darin and Frank Sinatra, and ends with a long live set with violin from 1979.

8 recordings, 1953 to 1979 · Play all 8 on YouTube ↗

  1. Nat King Cole1953 · Easy listening
  2. Lester Young and Harry Edison1955 · Swing
  3. Sarah Vaughan1958 · Vocal
  4. Ahmad Jamal Trio1958 · Post-bop
  5. Johnny Mathis1959 · Vocal
  6. Bobby Darin1959
  7. Frank Sinatra1961 · Vocal
  8. Oscar Peterson and Stéphane Grappelli1979 · Swing

Step 1 of 8 Now playing✓ Heard

Hear the song first

Nat King Cole · 1953 · Easy listening, Vocal

Lover, Come Back to Me / That's All

Nat King Cole recorded it at Capitol Studios in Hollywood on January 20, 1953, with Nelson Riddle conducting an orchestra. Capitol issued it that year on a single with Lover, Come Back to Me, and the 1957 album This Is Nat "King" Cole included it.

Listen for
Nat King Cole sings the words with an orchestra behind him, and the whole record runs about three minutes.
Try it on your instrument

Play the first eight as written: , Cm7 , B♭maj7 , Dm7 , , , Cm7 F7, Dm7 G7 Cm7 F7. Play the melody over them, slowly.

Step 2 of 8 Now playing✓ Heard

Hear it from a tenor saxophone and a trumpet

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 the 1956 album Pres and Sweets.

Listen for
Lester Young on tenor saxophone and Harry Edison on trumpet play over a of piano, guitar, bass and drums, and the track runs 4:38.
Try it on your instrument

Play the : , , Fm7 B♭7, , then Gm7 , , Gm7 C7, Cm7 . For a smaller version, play only the first four .

Step 3 of 8 Now playing✓ Heard

Hear a jazz singer with an arranger's setting

Sarah Vaughan · 1958 · Vocal

Vaughan and Violins

Sarah Vaughan recorded it in July 1958 for the Mercury album Vaughan and Violins, with Quincy Jones as arranger and conductor. The album came out in 1959.

Listen for
Sarah Vaughan's voice carries the song from start to finish in an arrangement by Quincy Jones, over 3:31.
Try it on your instrument

Play the last half of an : , , , then Cm7 F7. Hum the melody over the .

Step 4 of 8 Now playing✓ Heard

Hear it live as a piano trio

Ahmad Jamal Trio · 1958 · Post-bop

“That's All (Live at the Spotlite Club)”, Ahmad's Blues

Ahmad Jamal's trio played it live at the Spotlite Club in Washington, D.C. on September 6, 1958, with Israel Crosby on bass and Vernell Fournier on drums. The track came out on the 1994 album Ahmad's Blues.

Listen for
Piano, bass and drums play together in front of an audience, and the whole performance lasts 2:38.
Try it on your instrument

Play the of the first four , , Cm7 , B♭maj7 , Dm7 , with a bass note on each beat in your left hand.

Step 5 of 8 Now playing✓ Heard

Hear a pop singer take it with an orchestra

Johnny Mathis · 1959 · Vocal

Heavenly

Johnny Mathis recorded it in New York on April 21, 1959, with Glenn Osser arranging and conducting. Columbia released it on the album Heavenly that August.

Listen for
Johnny Mathis sings with an orchestra led by Glenn Osser, and the track runs about three and a half minutes.
Try it on your instrument

Play the first four slowly: , Cm7 , B♭maj7 , Dm7 . Hold each for its full beats and sing or hum the melody.

Step 6 of 8 Now playing✓ Heard

Hear the version that made it widely known

Bobby Darin · 1959

That's All

Bobby Darin's version is on his second album, That's All, released on Atco in March 1959 with arrangements by Richard Wess. According to JazzStandards.com, the album put the song on the musical map.

Listen for
At 2:01 this is the shortest record on the path, and Milt Hinton plays bass on it.
Try it on your instrument

Play the whole 32 once at a brisk swing tempo: A, A, the , then A. Count the bars so the bridge arrives on bar 17.

Step 7 of 8 Now playing✓ Heard

Hear a ballad with an orchestra

Frank Sinatra · 1961 · Vocal

Sinatra and Strings

Frank Sinatra recorded it in Hollywood in November 1961 for his first album with arranger Don Costa. Reprise released the album in 1962.

Listen for
Frank Sinatra sings with an orchestra arranged and conducted by Don Costa, and the track lasts 3:22.
Try it on your instrument

Play the last and its ending: , Cm7 , B♭maj7 , Dm7 , , , Cm7 F7, F7. The last two send you back to the top.

Step 8 of 8 Now playing✓ Heard

Hear it stretched out live

Oscar Peterson and Stéphane Grappelli · 1979 · Swing

Skol

Oscar Peterson and Stéphane Grappelli led a quintet with Joe Pass, Niels-Henning Ørsted Pedersen and Mickey Roker at the Tivoli Concert Hall in Copenhagen on July 6, 1979. The Pablo Live album Skol released the concert in 1982.

Listen for
A live quintet of violin, piano, guitar, bass and drums takes the song to 7:33, the longest of the eight steps.
Try it on your instrument

Play the melody for one full , then play only the root of each for a second chorus. Soloing over is a bigger step; the smaller version is to play one chord tone on each beat.

Through the decades

  1. 1950s

    Bob Haymes and Alan Brandt write the song in 1952, and Nat King Cole records it in January 1953. Lester Young and Harry Edison play it in 1955, and Bobby Darin's album That's All follows in 1959.

  2. 1960s

    Frank Sinatra records it in November 1961 for Sinatra and Strings, arranged by Don Costa. Mel Tormé makes it the title song of a 1965 Columbia album arranged by Robert Mersey.

  3. 1970s

    Oscar Peterson and Stéphane Grappelli play it live at Copenhagen's Tivoli Concert Hall in July 1979, with Joe Pass on guitar. The track runs 7:33.

  4. 2000s

    Michael Bublé records it for his 2003 album, released that February on 143 Records and Reprise.

  5. 2010s

    Stacey Kent sings it on her 2015 album Tenderly, released on Okeh.

More great versions

4 more, from 1953 to 2003. Tap a cover to play it here.

  1. Ben Webster1953 · Swing
  2. Peggy Lee1957 · Easy listening
  3. Mel Tormé1965 · Easy listening
  4. Michael Bublé2003 · Easy listening

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

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

The iReal Pro chart runs 32 in : A (8 bars), A (8), B (8, the ) and A (8). Each A starts with seven bars: , Cm7 , B♭maj7 , Dm7 , , and Cm7 F7. The first A closes with Dm7 G7 Cm7 F7, which leads back to the top. The second A closes with , which leads into the bridge. The bridge opens in with , Cm7, Fm7 B♭7 and , then moves to with Gm7 , Dm7, Gm7 C7 and Cm7 F7, which brings the music home to B♭. The last A repeats the first seven bars and closes on B♭6 F7, which turns back to the top for another .

Play the changes

B♭ major
Open in iReal Pro ↗
A9 bars
B♭maj7Cm7
Dm7Cm7F7
B♭maj7E♭7
Dm7G7
Em7♭5E♭m7
B♭maj7/DG7♯9
Cm7F7
1.Dm7G7Cm7F7
2.B♭6
B8 bars
Fm7B♭7
Gm7Cm7
Fm7B♭7
E♭maj7
Gm7C7
Am7Dm7
Gm7C7
Cm7F7
A8 bars
B♭maj7Cm7
Dm7Cm7F7
B♭maj7E♭7
Dm7G7
Em7♭5E♭m7
B♭maj7/DG7♯9
Cm7F7
B♭6F7

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

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