Jazz Changes

Richard A. Whiting, music · Johnny Mercer, lyrics · Introduced in the film Ready, Willing and Able, 1937

Too Marvelous for Words

Too Marvelous for Words is a 1937 song by Richard Whiting, with words by Johnny Mercer. Wini Shaw and Ross Alexander introduced it in the Warner Brothers film Ready, Willing and Able. You can hear it from Bing Crosby, Billie Holiday, Frank Sinatra, Stan Getz and Art Tatum.

Listen in this order

The path starts with Bing Crosby's 1937 hit record, then follows the song through the King Cole Trio, a Stan Getz quartet, Oscar Peterson at the piano, Art Tatum alone and Billie Holiday with a small band. It ends with Frank Sinatra's orchestra record from 1956 and Ella Fitzgerald's Johnny Mercer album from 1964.

8 recordings, 1937 to 1964 · Play all 8 on YouTube ↗

  1. Bing Crosby with Jimmy Dorsey1937
  2. The King Cole Trio1946
  3. Stan Getz Quartet1950
  4. Oscar Peterson1952
  5. Art Tatum1953 · Swing
  6. Billie Holiday1954 · Swing
  7. Frank Sinatra1956 · Swing
  8. Ella Fitzgerald1964 · Vocal

Step 1 of 8 Now playing✓ Heard

Hear the song as a 1937 hit record

Bing Crosby with Jimmy Dorsey and His Orchestra · 1937

Decca 78 rpm single

Johnny Mercer wrote the words for a 1937 Warner Brothers film, where Wini Shaw and Ross Alexander introduced the song. Bing Crosby recorded it with Jimmy Dorsey and His Orchestra in Los Angeles on March 3, 1937, and Decca issued it as record 1185.

Listen for
Bing Crosby sings with the Jimmy Dorsey orchestra behind him. The record runs a little over three minutes, the length of one side of a 78 rpm disc.
Try it on your instrument

Play the first four of the , one per bar: , , Am7, D7. Smaller version: play only the root note of each chord, A then D. The chord names follow iReal Pro's chart in G; the record may sit in another .

Step 2 of 8 Now playing✓ Heard

Hear a small group with a singer at the piano

The King Cole Trio · 1946

Capitol transcription disc ET B-162

The King Cole Trio recorded it at Radio Recorders in Los Angeles on April 11, 1946, for Capitol's transcription series. The trio made a second recording there on August 8, 1947.

Listen for
Nat King Cole sings and plays piano, with Oscar Moore on guitar and Johnny Miller on bass. The group is only those three players.
Try it on your instrument

Play the first eight of the , one per bar: , , Am7, D7, , , , . Smaller version: play only the first four bars.

Step 3 of 8 Now playing✓ Heard

Hear a tenor saxophone lead a quartet

Stan Getz Quartet · 1950

Prestige 729 single

Stan Getz recorded it in New York on January 6, 1950, with pianist Al Haig, bassist Tommy Potter and drummer Roy Haynes. Prestige issued it on record 729 in 1951 and later put it on the album Stan Getz Quartets.

Listen for
Stan Getz leads on tenor saxophone, with Al Haig's piano, Tommy Potter's bass and Roy Haynes's drums behind him. The track is about three minutes long.
Try it on your instrument

Play 1 to 8 of the , one per bar: , , Am7, D7, , , , . Smaller version: play only the root note of each chord.

Step 4 of 8 Now playing✓ Heard

Hear a pianist sing the song

Oscar Peterson · 1952

Romance: The Vocal Styling of Oscar Peterson

Oscar Peterson recorded it in Los Angeles on February 26, 1952, with guitarist Barney Kessel and bassist Ray Brown. It came out in 1956 on Verve's album The Vocal Styling of Oscar Peterson.

Listen for
Oscar Peterson sings the song himself and plays the piano, with Barney Kessel's guitar and Ray Brown's bass beside him. The track runs under three minutes.
Try it on your instrument

Play 1 to 8 of the , one per bar: , , Am7, D7, , , , . Smaller version: play only the root note of each chord.

Step 5 of 8 Now playing✓ Heard

Hear the tune as a solo piano piece

Art Tatum · 1953 · Swing

The Art Tatum Solo Masterpieces, Vol. 1

Art Tatum recorded it alone at the piano in Hollywood for producer Norman Granz, in the solo sessions that began in December 1953. It is the tenth track on the album now called The Art Tatum Solo Masterpieces, Vol. 1.

Listen for
Art Tatum plays alone at the piano, with no other musician. The whole track lasts just under three minutes.
Try it on your instrument

Play the first four of the on piano, one per bar: , , Am7, D7. Smaller version: play only the lowest note of each chord with your left hand.

Step 6 of 8 Now playing✓ Heard

Hear a jazz singer with a small band

Billie Holiday and Her Orchestra · 1954 · Swing

Lady Sings the Blues

Billie Holiday recorded it in Los Angeles on September 3, 1954, with Harry Edison, Willie Smith and Barney Kessel among the band. Clef released it in 1956 on the album Lady Sings the Blues.

Listen for
Billie Holiday sings with a band that includes Harry Edison on trumpet and Willie Smith on alto saxophone, plus piano, guitar, bass and drums. The track runs just over two minutes.
Try it on your instrument

Play 1 to 8 of the , one per bar: , , Am7, D7, , , , . Smaller version: play only the first four bars.

Step 7 of 8 Now playing✓ Heard

Hear the song with a full orchestra

Frank Sinatra · 1956 · Swing, Vocal

Songs for Swingin' Lovers!

Frank Sinatra recorded it with Nelson Riddle's arrangement on January 16, 1956, in Capitol's Studio A in Hollywood. Capitol released it that March as the fifth track on Songs for Swingin' Lovers!

Listen for
Frank Sinatra sings in front of Nelson Riddle's orchestra. The whole record lasts about two and a half minutes.
Try it on your instrument

Play 1 to 8 of the , one per bar: , , Am7, D7, , , , . Smaller version: play only the first four bars.

Step 8 of 8 Now playing✓ Heard

Hear the song on a Mercer tribute album

Ella Fitzgerald · 1964 · Vocal

Ella Fitzgerald Sings the Johnny Mercer Song Book

Ella Fitzgerald recorded it with Nelson Riddle's orchestra in Los Angeles in October 1964, for an album of songs by lyricist Johnny Mercer. It was the last of her Song Book albums for Verve.

Listen for
Ella Fitzgerald sings with Nelson Riddle's orchestra on an album built entirely from Johnny Mercer's songs. The track runs about two and a half minutes.
Try it on your instrument

Play 1 to 8 of the , one per bar: , , Am7, D7, , , , . Smaller version: play only the first four bars.

Through the decades

  1. 1930s

    Richard Whiting and Johnny Mercer write the song for the 1937 film Ready, Willing and Able, where Wini Shaw and Ross Alexander introduce it. Bing Crosby records it with Jimmy Dorsey's orchestra in Los Angeles in March 1937.

  2. 1940s

    The King Cole Trio records it at Radio Recorders in Los Angeles in April 1946 and again in August 1947, with Nat King Cole singing and playing piano.

  3. 1950s

    Stan Getz's quartet records it in 1950, and Oscar Peterson sings it in 1952. Art Tatum plays it alone, Billie Holiday records it in 1954, and Frank Sinatra records it with Nelson Riddle in 1956.

  4. 1960s

    Ella Fitzgerald records it in October 1964 with Nelson Riddle's orchestra, for her Johnny Mercer Song Book album on Verve.

  5. 1970s

    Johnny Mercer, who wrote the words, sings it himself in London in early 1974, on an album of his own songs for Pye Records.

  6. 1990s

    Guitarist Earl Klugh plays it on acoustic guitar with bassist Ralphe Armstrong and drummer Gene Dunlap, on the 1991 album The Earl Klugh Trio, Volume One.

  7. 2000s

    Eliane Elias sings it on her 2008 album Bossa Nova Stories. Diana Krall records it for Quiet Nights, which Verve releases in March 2009.

More great versions

5 more, from 1949 to 2009. Tap a cover to play it here.

  1. Lester Young Quartet1949 · Swing
  2. Johnny Mercer1974
  3. Earl Klugh Trio1991
  4. Eliane Elias2008 · Latin jazz
  5. Diana Krall2009 · Bossa nova

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

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

The tune is 32 : three of eight bars around an eight-bar . In iReal Pro's chart the first A plays , , Am7 and D7, then , , and in bars 5 to 8. The second A repeats those first six bars, then moves to for and in bars 15 and 16. The B section, bars 17 to 24, plays , , Dm7 and G7, then , , Em7 and Am7 D7, which settles in for six bars before turning back toward G. The last A, bars 25 to 32, plays Am7, D7, Gmaj7 F7, , Am7, F7, Am7 D7 and . The areas above are a reading of iReal Pro's chart, and other lead sheets may spell some differently.

Play the changes

G major
Open in iReal Pro ↗
A10 bars
Am7
D7
Am7
D7
Gmaj7
C7♯11
1.Bm7
Em7
2.Bmaj7F♯7
B6
B8 bars
Dm7
G7
Dm7
G7
Cmaj7
F7
Em7A7
Am7D7
A8 bars
Am7
D7
Gmaj7F7
E7♭9
Am7
F7
Am7D7
G6

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

More like this: Hollywood

Players here, through other tunes: Barney Kessel · Ray Brown · Nelson Riddle · Bing Crosby · Jimmy Dorsey · Nat King Cole · Oscar Moore · Johnny Miller · Stan Getz · Al Haig · Tommy Potter · Roy Haynes