Jazz Changes

Clarence Muse, Leon René and Otis René · Sung by Nina Mae McKinney in the film Safe in Hell, 1931

When It's Sleepy Time Down South

A 1931 song by Clarence Muse, Leon René and Otis René, sung in the film Safe in Hell. Louis Armstrong made it his signature song and recorded it almost a hundred times. Its words lean on racial stereotypes of the South; after protests in the 1950s, Armstrong changed them for a reissue. You can hear it from Armstrong, Dizzy Gillespie, Billie Holiday, Dave Brubeck and Wynton Marsalis.

Listen in this order

The path opens with Louis Armstrong, who made the song his own, in 1931 and 1951. It then moves through quintets led by trumpeters Dizzy Gillespie and Roy Eldridge, Billie Holiday's voice, Dave Brubeck's quartet and Earl Hines alone at the piano. It ends with Wynton Marsalis's band in 1990.

8 recordings, 1931 to 1990 · Play all 7 on YouTube ↗

  1. Louis Armstrong1931
  2. Louis Armstrong with Gordon Jenkins1951
  3. Dizzy Gillespie Quintet1952
  4. Roy Eldridge Quintet1953
  5. Billie Holiday with Ray Ellis1959 · Swing
  6. The Dave Brubeck Quartet1959 · Cool jazz
  7. Earl Hines1971
  8. Wynton Marsalis1990

Step 1 of 8 Now playing✓ Heard

Learn the song

Louis Armstrong and His Orchestra · 1931

78 rpm single

Louis Armstrong and his orchestra recorded the song in Chicago on April 20, 1931, and OKeh issued it on a 78. It became his signature song, and he recorded it almost a hundred times.

Listen for
Armstrong sings and plays trumpet, with a trombone, saxophones, piano, guitar and drums behind him. The record runs just over three minutes, the length of one side of a 78.
Try it on your instrument

Play the first eight (the ): , , , , , , Fmaj7 , then . Hum the tune over them. Smaller version: play only the root of each : F, B♭, C, A, D, G, E, F, B♭, C.

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Hear Armstrong again, twenty years later

Louis Armstrong with Gordon Jenkins and His Orchestra · 1951

Decca single

Armstrong recorded it for Decca on November 28, 1951, with Gordon Jenkins conducting the orchestra. Decca issued it as a single, and it appeared on the 1959 LP Satchmo in Style.

Listen for
Armstrong's voice leads, as in 1931, but now Gordon Jenkins conducts an orchestra behind him. The record runs 3:14.
Try it on your instrument

Sing or hum the tune slowly while you play the , one chord to each half where the chart shows two. Smaller version: play only the first chord of each bar.

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Hear a bebop trumpeter take it

Dizzy Gillespie Quintet · 1952

Blue Star

Dizzy Gillespie's quintet recorded it at the Théâtre des Champs-Élysées in Paris on April 6, 1952, with Don Byas on tenor saxophone. French Blue Star issued it, and it later appeared on The Great Blue Star Sessions 1952-1953.

Listen for
Two horns carry the record, Gillespie's trumpet and Byas's tenor saxophone, with piano, bass and drums behind them. It runs under three minutes, so every part is short.
Try it on your instrument

Play the at a quick swing, with one to a where the chart shows two, and play the melody on top. Smaller version: play the melody alone over a held F, then C.

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Hear a trumpeter lead a quintet

Roy Eldridge Quintet · 1953

The Strolling Mr. Eldridge

Roy Eldridge recorded it in Los Angeles in December 1953 with Oscar Peterson on piano, Herb Ellis on guitar, Ray Brown on bass and Alvin Stoller on drums. Clef issued it as a single and on the 1954 LP The Strolling Mr. Eldridge, with Norman Granz producing.

Listen for
Eldridge's trumpet leads, with Peterson's piano, Ellis's guitar, Brown's bass and Stoller's drums behind it. The record runs about three minutes.
Try it on your instrument

Play the first four of the , , , and , with a steady swing, and play the melody on top. Smaller version: play only the root of each : F, B♭, C, D.

Step 5 of 8 Now playing✓ Heard

Hear Billie Holiday sing it

Billie Holiday with Ray Ellis and His Orchestra · 1959 · Swing

Billie Holiday

Billie Holiday recorded it with Ray Ellis and his orchestra in March 1959, for the MGM album that came out in July 1959 and was retitled Last Recording after her death.

Listen for
Holiday's voice is the center of the record, with an orchestra led by Ray Ellis behind her. At just over four minutes it runs longer than Armstrong's 1931 record.
Try it on your instrument

Play the slowly, one to a where the chart shows two, and hum the tune over the chords. Smaller version: play only the first chord of each bar.

Step 6 of 8 Now playing✓ Heard

Hear a quartet stretch it out

The Dave Brubeck Quartet · 1959 · Cool jazz

Southern Scene

The Dave Brubeck Quartet recorded it in New York on September 10, 1959, and Columbia released it on the 1960 album Southern Scene, produced by Teo Macero.

Listen for
Desmond's alto saxophone, Brubeck's piano, Wright's bass and Morello's drums share the song for almost six minutes, nearly twice as long as the early records.
Try it on your instrument

Play the whole tune once as A, A, B, A, 32 in all, and watch for the change at the . Smaller version: play the twice, then the bridge.

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Hear a piano tribute to Armstrong

Earl Hines · 1971

“Sleepy Time Down South”, My Tribute to Louis: Piano Solos by Earl Hines

Earl Hines recorded this solo piano tribute on July 18, 1971, twelve days after Louis Armstrong died. It comes from his album My Tribute to Louis, issued on Audiophile.

Listen for
One pianist plays alone, with no band, for just under five minutes. Hines made the record soon after Armstrong died.
Try it on your instrument

Play the tune alone, with the melody in your right hand and in your left, only. Smaller version: play the melody with just the first chord of each .

Step 8 of 8 Now playing✓ Heard

Hear a modern trumpet trio setting

Wynton Marsalis · 1990

“When It's Sleepytime Down South”, Standard Time, Vol. 2: Intimacy Calling

Wynton Marsalis recorded it in August 1990 for Standard Time, Vol. 2: Intimacy Calling, with Marcus Roberts on piano, Reginald Veal on bass and Herlin Riley on drums. Columbia released the album in March 1991.

Listen for
Marsalis's trumpet leads a trio of piano, bass and drums for just over five minutes.
Try it on your instrument

Play the , 17 to 24: E , , , E , then the same four bars with E last. Smaller version: play only E, E, F♯m7, B7 and repeat.

Through the decades

  1. 1930s

    Clarence Muse, Leon René and Otis René write the song in 1931, and Nina Mae McKinney sings it in the film Safe in Hell. Louis Armstrong records it in Chicago on April 20, 1931.

  2. 1950s

    Louis Armstrong records it again in 1951 with Gordon Jenkins' orchestra. Dizzy Gillespie's quintet plays it in Paris in 1952, and Billie Holiday sings it in March 1959.

  3. 1960s

    Columbia releases Dave Brubeck's quartet version, recorded in 1959, on the 1960 album Southern Scene. In 1968 Louis Armstrong plays the song live at BBC Studios.

  4. 1970s

    Earl Hines records a solo piano tribute on July 18, 1971, twelve days after Louis Armstrong died. In 1975 Bing Crosby sings it for A Southern Memoir.

  5. 1990s

    Wynton Marsalis records it with a piano trio in August 1990 for Standard Time, Vol. 2, released in 1991. Terence Blanchard's version on Simply Stated comes out in 1992.

More great versions

4 more, from 1968 to 1992. Tap a cover to play it here.

  1. Louis Armstrong1968
  2. Bing Crosby1975 · Big band
  3. Roy Eldridge, Dizzy Gillespie and Oscar Peterson1975 · Bebop
  4. Terence Blanchard1992 · Post-bop

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

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

The tune is 32 in four 8-bar sections: A, A, B, A. In iReal Pro's chart the runs , , , , (with ), , Fmaj7 and in bars 1 to 8. The second A ends with C6 in place of C6 C7, which leads into the . The , bars 17 to 24, moves up to : E , , B7 and E , then the same four bars again with E G7 in the last bar, which leads back to C. The last A, bars 25 to 32, repeats the first. The areas above are a reading of iReal Pro's chart, and other lead sheets may spell some differently.

Play the changes

C major
Open in iReal Pro ↗
A10 bars
Fmaj7
B♭7♯11
Cmaj7Am7
D7
G7G7/F
E7susE7
1.Fmaj7B♭7
C6C7
2.Fmaj7B♭7
C6B7
B8 bars
EEmaj7
E6F°7
F♯m7B7
EB7sus
EEmaj7
E6F°7
F♯m7B7
EG7
A8 bars
Fmaj7
B♭7♯11
Cmaj7Am7
D7
G7G7/F
E7susE7
Fmaj7B♭7
C6C7

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

More like this: Hollywood

Players here, through other tunes: Louis Armstrong · Dizzy Gillespie · Roy Eldridge · Oscar Peterson · Ray Brown · Preston Jackson · Lester Boone · Albert Washington · Charlie Alexander · Mike McKendrick · Tubby Hall · Gordon Jenkins