Jazz Changes

Benny Carter, music · Spencer Williams, lyrics · First recorded in London in 1936

When Lights Are Low

When Lights Are Low is a 1936 song with music by Benny Carter and words by Spencer Williams. Carter and Williams both lived in Europe at the time, and Elisabeth Welch sang the first recording in London. Miles Davis, John Coltrane, Oscar Peterson and Tony Bennett are among the artists who recorded it.

Listen in this order

The path starts with the first recording, made in London in 1936, and moves through Lionel Hampton's all-star band and two Miles Davis records. Oscar Peterson and Chet Baker follow in 1958, then Art Blakey's live band in 1962 and Tony Bennett's vocal album in 1964.

8 recordings, 1936 to 1964 · Play all 8 on YouTube ↗

  1. Benny Carter and His Swing Quartet, with Elisabeth Welch1936 · Swing
  2. Lionel Hampton1939
  3. Miles Davis Quartet1953 · Hard bop
  4. Miles Davis Quintet1956 · Hard bop
  5. The Oscar Peterson Trio1958 · Hard bop
  6. Chet Baker1958 · Bebop
  7. Art Blakey and the Jazz Messengers1962 · Hard bop
  8. Tony Bennett1964 · Vocal

Step 1 of 8 Now playing✓ Heard

Meet the song at its start

Benny Carter and His Swing Quartet, with Elisabeth Welch · 1936 · Swing

Swingin' at Maida Vale

Benny Carter made the first recording of the song in London on June 20, 1936, with Elisabeth Welch singing. According to Jazz Lines Publications, Carter was in Europe arranging for the BBC Dance Orchestra, and he played on records made for the Vocalion label.

Listen for
Elisabeth Welch sings the song, and a small group with piano and guitar plays behind her. The whole record runs under three minutes.
Try it on your instrument

Play the first 8 (the ) slowly, two to a bar: | Fm7 | E♭maj7 Fm7 | Gm7 | Fm7 | Gm7 C7 | Fm7 B♭7 | B♭7. Smaller version: play only the first two bars, E♭maj7 Fm7 | Gm7 Fm7, and hum the tune over them.

Step 2 of 8 Now playing✓ Heard

Hear it with a swing all-star band

Lionel Hampton and His Orchestra · 1939

Victor 78 rpm single

Lionel Hampton led an all-star session for Victor on September 11, 1939, and Benny Carter's arrangement of his own song was the first tune recorded. According to the Keep (it) Swinging blog, Carter, Coleman Hawkins, Chu Berry and Ben Webster made up the saxophone section.

Listen for
Hampton's vibraphone takes a solo, and on the better-known second take so do Carter, pianist Clyde Hart and Coleman Hawkins. The record runs only 2:13.
Try it on your instrument

Play the , 17 to 24, slowly: | | | | | | | . The moves every two bars. Smaller version: play only the first four bars of the bridge.

Step 3 of 8 Now playing✓ Heard

Hear a trumpet lead the tune

Miles Davis Quartet · 1953 · Hard bop

Blue Haze

Miles Davis recorded the song in New York on May 19, 1953, with John Lewis on piano, Percy Heath on bass and Max Roach on drums, and Prestige issued it in 1954. According to Jazz Lines Publications, this version used a different than the one Carter wrote, and many later recordings repeat it.

Listen for
Davis leads on trumpet, with piano, bass and drums behind him. The record runs 3:29, so it moves quickly through the song.
Try it on your instrument

Play the first four of the with a root note in the left hand and the in the right, one bar each: | Fm7 | E♭maj7 Fm7 | Gm7 . Smaller version: play the right-hand chords only.

Step 4 of 8 Now playing✓ Heard

Hear a five-piece band stretch out

Miles Davis Quintet · 1956 · Hard bop

Cookin' with the Miles Davis Quintet

The Miles Davis Quintet taped this on October 26, 1956 in Rudy Van Gelder's studio, at one of the two 1956 sessions that gave Prestige four albums. It came out in 1957 on Cookin', where it follows Tune Up in a single track.

Listen for
John Coltrane's tenor saxophone joins Davis's trumpet, with Red Garland on piano. At 7:35 the track runs more than twice as long as the 1953 version.
Try it on your instrument

Count through the 32 with the record and say A, A, , A as each 8-bar section starts. Use the iReal Pro chart if you lose your place. Smaller version: just tap the beat and count the first 8 bars.

Step 5 of 8 Now playing✓ Heard

Hear a piano trio take it live

The Oscar Peterson Trio · 1958 · Hard bop

“When Lights Are Low (Live at the Town Tavern Club, Toronto, 1958)”, On the Town with the Oscar Peterson Trio

The trio recorded this live at the Town Tavern Club in Toronto on July 5, 1958, with Herb Ellis on guitar and Ray Brown on bass. Verve issued it that year on On the Town with the Oscar Peterson Trio.

Listen for
Piano, guitar and bass pass the tune between them, so you can follow each player in turn. The track runs 5:57.
Try it on your instrument

Play the end of the two ways: 7 and 8 as | B♭7 to circle back for the repeat, and then as Fm7 B♭7 | E♭6 to finish the section. Smaller version: play only the last two of each ending.

Step 6 of 8 Now playing✓ Heard

Hear a trumpet quartet play it unhurried

Chet Baker · 1958 · Bebop, Cool jazz

Chet Baker in New York

Chet Baker recorded this in September 1958 at Reeves Sound Studios in New York, with Al Haig on piano, Paul Chambers on bass and Philly Joe Jones on drums. Riverside released it in 1959 on Chet Baker in New York.

Listen for
Baker's trumpet leads a quartet of piano, bass and drums. Johnny Griffin, the album's other horn player, plays on three other tracks and sits this one out.
Try it on your instrument

Hum or whistle the tune while you play the slowly: | Fm7 | E♭maj7 Fm7 | Gm7 | Fm7 | Gm7 C7 | Fm7 B♭7 | B♭7. Smaller version: hum only the first four .

Step 7 of 8 Now playing✓ Heard

Hear a hard-swinging band with three horns

Art Blakey and the Jazz Messengers · 1962 · Hard bop

Three Blind Mice

The Jazz Messengers recorded this at the Renaissance in Hollywood on March 18, 1962, with Freddie Hubbard, Curtis Fuller and Wayne Shorter in the . United Artists issued it that year on Three Blind Mice.

Listen for
Three horns front the band: Hubbard on trumpet, Fuller on trombone and Shorter on tenor saxophone. The track runs 4:11.
Try it on your instrument

Play the last , 25 to 32, slowly: | Fm7 | E♭maj7 Fm7 | Gm7 | Fm7 | Gm7 | Fm7 B♭7 | B♭7. Smaller version: play only the last four bars.

Step 8 of 8 Now playing✓ Heard

Hear a singer carry it with a trio

Tony Bennett · 1964 · Vocal

When Lights Are Low

Tony Bennett recorded this on March 26, 1964, with a trio led by his pianist Ralph Sharon, who also wrote the arrangement. The song gave its name to the Columbia album released on April 20, 1964.

Listen for
Bennett sings with Sharon's piano, a bass and drums behind him. The track runs 4:58, nearly twice as long as the 1936 vocal.
Try it on your instrument

Sing or hum the tune over the full chart played slowly: | Fm7 | E♭maj7 Fm7 | Gm7 | Fm7 | Gm7 C7 | Fm7 B♭7 | B♭7, repeated, then the , then the once more. Smaller version: sing only the first A section.

Through the decades

  1. 1930s

    Benny Carter and Spencer Williams write the song in 1936, both living in Europe, and Carter records it that June in London with singer Elisabeth Welch. Lionel Hampton's all-star band records Carter's arrangement in New York in 1939.

  2. 1950s

    Miles Davis records it with a quartet in 1953 and with John Coltrane in his quintet in 1956. In 1958 Oscar Peterson's trio plays it live in Toronto and Chet Baker records it in New York.

  3. 1960s

    John Coltrane's group, with Eric Dolphy, plays it at the Village Gate in 1961, though the recording came out only in 2023. Art Blakey's Jazz Messengers record it in Hollywood in 1962, and Tony Bennett's 1964 album takes its name from it.

  4. 1980s

    Pharoah Sanders records it in New York in 1981 with trumpet, trombone and Billy Higgins on drums. In 1988 Archie Shepp's quartet plays it live in Paris with Chet Baker as a guest.

More great versions

6 more, from 1959 to 1988. Tap a cover to play it here.

  1. The Curtis Fuller Sextet1959 · Hard bop
  2. Dakota Staton1959 · Vocal
  3. John Coltrane with Eric Dolphy1961 · Modal jazz
  4. Sarah Vaughan1962 · Vocal
  5. Pharoah Sanders1981 · Avant-garde
  6. Archie Shepp Quartet with Chet Baker1988

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

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

The tune stays in except for the . The , 1 to 8, is , Fm7, E♭maj7 Fm7, Gm7 , Fm7 , Gm7 C7, Fm7 B♭7, B♭7, with two in most bars. The iReal Pro chart gives the first A a first ending (E♭6 B♭7) and a second ending (E♭6 alone) that leads into the bridge. The bridge, bars 17 to 24, steps through three areas, two bars each: and (), and (), and (). and Fm7 then lead home. The last A, bars 25 to 32, matches the first except for a in bar 28. According to Jazz Lines Publications, Miles Davis's 1953 recording used a different bridge than the one Carter wrote, and many later recordings repeat it. This chart was not checked against Carter's own lead sheet, and other lead sheets may spell some chords differently.

Play the changes

E♭ major
Open in iReal Pro ↗
A9 bars
E♭maj7Fm7
Gm7Fm7
E♭maj7Fm7
Gm7C7
Fm7B♭7
Gm7C7
Fm7B♭7
1.E♭6B♭7
2.E♭6
B8 bars
A♭m7D♭7
G♭maj7
Bm7E7
Amaj7
Dm7G7
Cmaj7
Cm7F7
Fm7B♭7♭9
A8 bars
E♭maj7Fm7
Gm7Fm7
E♭maj7Fm7
Gm7C7♯9
Fm7B♭7
Gm7C7
Fm7B♭7
E♭6B♭7

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

More like this: Swing era · Jazz musicians' own tunes

Players here, through other tunes: Paul Chambers · Benny Carter · Miles Davis · John Coltrane · Philly Joe Jones · Chet Baker · Curtis Fuller · Elvin Jones · Lionel Hampton · Dizzy Gillespie · Coleman Hawkins · Ben Webster