Victor Young, music · Edward Heyman, lyrics · First heard as an instrumental in the film One Minute to Zero
When I Fall in Love
A slow love song by Victor Young and Edward Heyman, first heard as film music in 1952. Singers and players love how its calm tune rests over that keep gently shifting. It turns up in films and at weddings, and jazz musicians keep recording it.
Listen in this order
The path starts with the first vocal record and the first hit, both from 1952, then Nat King Cole's 1956 version. It continues with a trumpet ballad, a trumpeter who also sings, a piano trio, vibraphone with piano, and a long live trio recording from 1986.
Doris Day with the Norman Luboff Choir1952 · Vocal
Nat King Cole with Gordon Jenkins1956 · Vocal
Miles Davis Quintet1956 · Hard bop
Chet Baker with Fifty Italian Strings1959 · Cool jazz
Bill Evans Trio1959 · Post-bop
1960s
1970sOscar Peterson and Milt Jackson1971 · Bebop
1980sKeith Jarrett Trio1986 · Post-bop
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Hear the first vocal record
Jeri Southern with Victor Young and His Orchestra · 1952 · Vocal
When I Fall in Love
Jeri Southern recorded the first vocal version for Decca on April 3, 1952, with Victor Young conducting his orchestra. Young had written the music that year for the film One Minute to Zero, where it was played as an instrumental.
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Listen for
One voice, kept soft and close, with an orchestra behind it. The whole record lasts about three minutes.
Try it on your instrument
Play the A part ( 1 to 8) in . Bars 1 to 4 are , , E♭maj7 C7, Fm7 B♭7. Learn those four first, then add bars 5 to 8: E♭maj7 , , , B♭7. If the 7♭9 are new, play plain and C7.
Doris Day with the Norman Luboff Choir · 1952 · Vocal
When I Fall in Love / Take Me in Your Arms
Doris Day recorded it with the Norman Luboff Choir on June 5, 1952, and Columbia released it that July as the first hit version of the song.
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A solo voice with a joining her and an orchestra behind. It runs just under three minutes.
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Play the B part ( 9 to 16) in . Bars 9 to 12 are , , E♭maj7 , . Bars 13 to 16 are Fm7 , Gm7♭5 C7♭9, Fm7 C7♭9, Fm7 B♭7. The chart marks bar 13 as D7alt; plain D7 is a fine start.
Nat King Cole recorded it with Gordon Jenkins on December 28, 1956, for the album Love Is the Thing. He also sang it on screen in the 1957 film Istanbul.
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A warm voice with a large orchestra behind it, moving slowly. The record lasts just over three minutes.
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Play the final eight (the C part, bars 25 to 32) in : , , , , then E♭maj7 , Fm7 B♭7, , Fm7 B♭7. This part differs from the first A, so it is the one to learn if you know the opening. Plain and C7 work in place of A7♯11 and C7♯9.
Miles Davis recorded it with Red Garland, Paul Chambers and Philly Joe Jones on May 11, 1956, with John Coltrane sitting out. According to JazzStandards.com, this record and Nat King Cole's helped make the song a standard.
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Instrumental: Miles Davis plays the tune on muted trumpet, with piano, bass and drums behind him. The record lasts about four and a half minutes.
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Play all 32 as only, at a slow tempo, in : A, B, A, C, with two chords in most bars. Keep a steady four beats per bar and count the part names aloud as you go. A smaller version is to play only the first chord of each bar.
Chet Baker with Fifty Italian Strings · 1959 · Cool jazz
Chet Baker with Fifty Italian Strings
Chet Baker recorded it in Milan in the autumn of 1959 for the album Chet Baker with Fifty Italian Strings, which Jazzland released in 1960.
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Chet Baker plays trumpet and sings a , with a string orchestra behind him. It is shorter than the other jazz versions, at 3:34.
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Hum or sing the tune while you play the A part ( 1 to 8) in as slow, soft : , , E♭maj7 C7, Fm7 B♭7, E♭maj7 , C7, , B♭7. A smaller version is to sing it over just the first two bars, repeated.
Bill Evans recorded it with Scott LaFaro and Paul Motian in New York on December 28, 1959, for the album Portrait in Jazz, released by Riverside in 1960.
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Instrumental: the piano carries the tune, with bass and drums staying close behind. The track lasts about five minutes.
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Play 12 to 15, where the leans toward : , , Gm7♭5 C7♭9, Fm7 C7♭9, then Fm7 in bar 16 to get home. The chart marks bar 13 as D7alt; plain D7 is fine. A smaller version is to play only the root of each .
Oscar Peterson and Milt Jackson recorded it in July 1971 at Hans Georg Brunner-Schwer's private studio in Villingen, West Germany, for the MPS album Reunion Blues.
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Two lead instruments with different sounds: Milt Jackson's vibraphone and Oscar Peterson's piano, with bass and drums behind them. The track lasts just over five minutes.
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Play the A part ( 1 to 8) twice: first as slow in both hands, then with the melody in the right hand and only the chord roots in the left. , , E♭maj7 C7, Fm7 B♭7, E♭maj7 , C7, , B♭7.
Keith Jarrett, Gary Peacock and Jack DeJohnette played it at Philharmonic Hall in Munich on July 13, 1986. ECM released the concert in March 1988 as Still Live.
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Listen for
A live piano trio taking more than eight minutes over one song, the longest track on this path.
Try it on your instrument
Pick one part and play it four times in a row, changing one thing each time, such as the octave, the rhythm or how loud you play. Improvising over all 32 bars is a bigger step, so the smaller version is to play the A part twice with a different touch each time.
The song starts as film music in One Minute to Zero. Jeri Southern makes the first vocal record in April 1952 and Doris Day follows in June. Nat King Cole, the Miles Davis Quintet, Chet Baker and the Bill Evans Trio record it by 1959.
1960s
Blue Mitchell plays it as a trumpet instrumental on his Riverside album Blue's Moods. Dinah Washington and Betty Carter sing it, and Sam Cooke performs it live at the Copacabana in July 1964.
1970s
Oscar Peterson and Milt Jackson record it in July 1971 in Villingen, West Germany, with Ray Brown on bass and Louis Hayes on drums.
1980s
The Keith Jarrett Trio plays it live in Munich on July 13, 1986. At more than eight minutes, it appears on the album Still Live.
2000s
Chris Botti makes it the title track of his 2004 Columbia album, with an orchestra arranged by Gil Goldstein.
More great versions
4 more, from 1960 to 2004. Tap a cover to play it here.
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
E♭ majorusual key
32 barsA · B · A · C form
E♭ → F m → E♭ → A♭ → G m → E♭key centers
A8 bars
B8 bars
A8 bars
C8 bars
E♭
E♭
F m
E♭
E♭
E♭
A♭
G m
E♭
The chart in iReal Pro has four parts of eight in . A starts , , E♭maj7 C7, Fm7 B♭7, then E♭maj7 , , and B♭7. B opens the same way for two bars, then bar 11 is E♭maj7 A♭7. Bars 12 to 15 lean toward : C7♭9, Fm7 D7alt, Gm7♭5 C7♭9, Fm7 C7♭9. Bar 16 is Fm7 B♭7, which leads back to the second A, a repeat of the first. C ends the song: E♭maj7 , , , Fm7 B♭7, then E♭maj7 C7, Fm7 B♭7, and Fm7 B♭7.