Jazz Changes

Jerome Kern, music · Dorothy Fields, lyrics · Introduced by Fred Astaire in the 1936 film Swing Time

The Way You Look Tonight

Jerome Kern and Dorothy Fields wrote it for Fred Astaire to sing in the 1936 film Swing Time. Lead sheets in F write it as three sections, then a last with a four-bar tag. It won the 1936 Academy Award for best song, and Billie Holiday, Ella Fitzgerald and Frank Sinatra all recorded it.

Listen in this order

Start with Astaire's original and Holiday's swing-era vocal, then follow the form through a tenor quintet with guitar, a live alto and piano quartet, live and studio , a tenor quartet and a modern piano trio. Each step plays the same long form a different way.

8 recordings, 1936 to 1985 · Play all 8 on YouTube ↗

  1. Fred Astaire1936
  2. Teddy Wilson1936
  3. Stan Getz Quintet1952 · Bebop
  4. The Dave Brubeck Quartet1953 · Bebop
  5. Art Blakey Quintet1954
  6. Sonny Rollins and Thelonious Monk Quartet1954
  7. Johnny Griffin1956
  8. Keith Jarrett, Gary Peacock, Jack DeJohnette1985 · Post-bop

Step 1 of 8 Now playing✓ Heard

Hear the song as written

Fred Astaire · 1936

Brunswick single 7717

Listen for
Astaire sings with Johnny Green's orchestra, and the track runs 3:08. Follow the sung line and note where the begins.
Try it on your instrument

Play the first four of the chart, , , , , one per bar, and hum the tune over them.

Step 2 of 8 Now playing✓ Heard

Hear a swing-era vocal

Teddy Wilson and His Orchestra (Billie Holiday, vocal) · 1936

“The Way You Look Tonight (Take 2)”, Lady Day: The Complete Billie Holiday On Columbia

Listen for
Holiday sings with a small band that includes Webster on tenor saxophone and Krupa on drums. The track runs 3:00.
Try it on your instrument

Play 1 to 8, Fmaj7 Gm7 C7, and notice that bar 6 uses D7 where bar 2 uses Dm7.

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Follow a short instrumental take

Stan Getz Quintet · 1952 · Bebop

Stan Getz Plays

Listen for
Getz leads on tenor saxophone with piano, guitar, bass and drums behind him. The short length of about three minutes makes the form easy to count.
Try it on your instrument

Play 9 to 12 of the chart, , , , then and sharing bar 12, in a slow loop.

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Count the long form in a live take

The Dave Brubeck Quartet · 1953 · Bebop, Cool jazz

“The Way You Look Tonight (Live at Oberlin College / 1953)”, Jazz at Oberlin

Listen for
Desmond plays alto saxophone and Brubeck plays piano, with bass and drums behind them. The track runs 7:46, so there is time to count the form more than once.
Try it on your instrument

Count along with the track against the chart: 16 of A, 16 bars of A, 16 bars of , then the last A. Mark each time the bridge begins on .

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Hear the bridge change key

Art Blakey Quintet · 1954

“The Way You Look Tonight (Live)”, Live Messengers

Listen for
Trumpet and alto saxophone share the , with piano, bass and drums behind them, over a 10:15 live track.
Try it on your instrument

Play the first four of the , , one per bar, right after the end of an , and note that the chords leave .

Step 6 of 8 Now playing✓ Heard

Hear a tenor saxophone and piano quartet

Sonny Rollins and Thelonious Monk Quartet · 1954

Thelonious Monk / Sonny Rollins

Listen for
Rollins plays tenor saxophone and Monk plays piano, with bass and drums behind them. The track is about five minutes long.
Try it on your instrument

Play 13 to 16 of the , , , F6 Dm7, Gm7 C7, and notice that the same two-bar pattern repeats.

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Hear a tenor saxophone with a piano trio

Johnny Griffin · 1956

“The Way You Look Tonight (Remastered 2006 / Rudy Van Gelder Edition)”, The Other Side of Blue Note 1500 Series

Listen for
Griffin plays tenor saxophone over a piano, bass and drums of Kelly, Russell and Roach. The track runs 6:20.
Try it on your instrument

Play the two endings of the : in 16 the first time, then the second time, which leads to the .

Step 8 of 8 Now playing✓ Heard

Hear a modern piano trio

Keith Jarrett, Gary Peacock, Jack DeJohnette · 1985 · Post-bop

Standards Live

Listen for
Piano, bass and drums play the whole track with no horns, and it runs about 9:31. Listen for how the trio moves between the and the .
Try it on your instrument

Play the A once, then play only the roots of the 's first four bars: A♭, F, B♭ and E♭.

More great versions

3 more, from 1963 to 1964. Tap a cover to play it here.

  1. Ella Fitzgerald1963 · Vocal
  2. Wes Montgomery Trio1963 · Hard bop
  3. Frank Sinatra1964 · Big band

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

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

Each runs 16 in and opens , , , . The first A ends on Gm7 C7 and the second ends on , which leads into the . The 16-bar bridge sits in and opens , , B♭m7, E♭7. It returns to F major through A♭maj7, , Gm7 and C7. The last A is 16 bars and takes the chart's coda for a four-bar tag, Gm7, C7, Dm7, Gm7 C7, so the full form is 68 bars. The iReal Pro chart lists the bridge and tag as one 20-bar strain. Played out with its D.C. al Coda, the chart gives 16, 16, 16 and 20 bars.

Play the changes

F major
Open in iReal Pro ↗
A17 bars
Fmaj7
Dm7
Gm7
C7
Fmaj7
D7
Gm7
C7
Cm7
F7
B♭maj7
Gm7C7
F6Dm7
Gm7C7
F6Dm7
1.CodaGm7C7
2.B♭m7E♭7
B20 bars
A♭maj7
F7
B♭m7
E♭7
A♭maj7
Fm7
B♭m7
E♭7
A♭maj7
F7
B♭m7
E♭7
A♭maj7
D♭maj7
D.C. al CODAGm7
C7
CodaGm7
C7
F6Dm7
Gm7C7

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