Jazz Changes

Nacio Herb Brown, music · Gus Kahn, lyrics · Sung by Tony Martin in the film Ziegfeld Girl, 1941

You Stepped Out of a Dream

You Stepped Out of a Dream is a 1940 song by Nacio Herb Brown and Gus Kahn. Jazz players like how its music wanders away from the and finds its way back. You can hear it in the film Ziegfeld Girl and on Dexter Gordon's 1962 album A Swingin' Affair.

Listen in this order

The path starts with a 1941 big-band record with a singer, then moves to small jazz groups: a piano trio and a saxophone quartet in 1950, bands led by Sonny Rollins and Max Roach, Dexter Gordon's quartet, Oscar Peterson's trio, and McCoy Tyner with strings and flutes.

8 recordings, 1941 to 1976 · Play all 8 on YouTube ↗

  1. Glenn Miller and His Orchestra, with Ray Eberle and the Modernaires1941
  2. Dave Brubeck Trio1950 · Cool jazz
  3. Stan Getz Quartet1950 · Bebop
  4. Sonny Rollins1957 · Hard bop
  5. Max Roach New Quintet1958
  6. Dexter Gordon Quartet1962 · Hard bop
  7. Oscar Peterson Trio1970 · Swing
  8. McCoy Tyner1976 · Fusion

Step 1 of 8 Now playing✓ Heard

Hear the song as a 1941 dance-band record

Glenn Miller and His Orchestra, with Ray Eberle and the Modernaires · 1941

Bluebird single

Glenn Miller's orchestra recorded it in New York on January 17, 1941, with singers Ray Eberle and the Modernaires. The film Ziegfeld Girl, where Tony Martin sings the song, opened in the US on April 25, 1941.

Listen for
A big band plays behind the singer Ray Eberle, and the Modernaires, a vocal group, join in. The record lasts just over three minutes.
Try it on your instrument

Play the first four : for two bars, then for two. Notice that the music steps away from C right in bar 3. Smaller version: play just Cmaj7 and D♭maj7, two bars each.

Step 2 of 8 Now playing✓ Heard

Hear a piano trio take it up

Dave Brubeck Trio · 1950 · Cool jazz

Distinctive Rhythm Instrumentals

Dave Brubeck's trio recorded it in San Francisco in March 1950, with Ron Crotty on bass and Cal Tjader on drums and vibes. Fantasy issued it as a single, number 501.

Listen for
The piano leads, with bass and drums behind it. The record is under three minutes long.
Try it on your instrument

Play 5 to 8: , , then for two bars. This is where the tune settles into a new . Smaller version: play just B♭m7, E♭7 and A♭maj7, one bar each.

Step 3 of 8 Now playing✓ Heard

Follow a tenor saxophone through the tune

Stan Getz Quartet · 1950 · Bebop, Cool jazz

Stan Getz Quartets

Stan Getz recorded it in New York on April 14, 1950, with Tony Aless on piano, Percy Heath on bass and Don Lamond on drums. The record came out on the New Jazz label in 1951.

Listen for
Getz plays the tune on tenor saxophone, with piano, bass and drums behind him. The record lasts under three minutes.
Try it on your instrument

Play 9 to 12: , , then for two bars. The tune has moved to here. Smaller version: play Gm7 then C7 then Fmaj7, one bar each.

Step 4 of 8 Now playing✓ Heard

Hear a tenor saxophone and a trombone share the lead

Sonny Rollins · 1957 · Hard bop

Sonny Rollins, Vol. 2

Sonny Rollins recorded it at Rudy Van Gelder's studio in Hackensack, New Jersey, on April 14, 1957, for Blue Note. Trombonist J. J. Johnson plays beside him, with Horace Silver on piano.

Listen for
Two horns, tenor saxophone and trombone, play over piano, bass and drums. At about six and a half minutes it runs more than twice as long as the earlier records on this path.
Try it on your instrument

Play 13 to 16: , , , then , which brings you back to C. Smaller version: play just Dm7, G7 and and hear the tune come home.

Step 5 of 8 Now playing✓ Heard

Hear a drummer's band with a tuba

Max Roach New Quintet · 1958

Deeds, Not Words

Drummer Max Roach led this quintet at Reeves Sound Studios in New York on September 4, 1958. The record came out on Riverside as part of the album Deeds, Not Words.

Listen for
Ray Draper's tuba plays in the band beside a trumpet and a tenor saxophone, and Max Roach leads from the drums. The record runs nearly eight minutes.
Try it on your instrument

Play 17 to 24, the second . It starts like the first, but its last two bars are and . Smaller version: play bars 17 to 22 as before, then just G♭7♯11 and F7 for two bars.

Step 6 of 8 Now playing✓ Heard

Hear the version most players copy

Dexter Gordon Quartet · 1962 · Hard bop

A Swingin' Affair

Dexter Gordon recorded it for Blue Note at Van Gelder Studio in Englewood Cliffs, New Jersey, on August 29, 1962, with Sonny Clark, Butch Warren and Billy Higgins. According to JazzStandards.com, this record is the modern template for the tune.

mixed · medium up tempo

Listen for
The moves back and forth between a Latin beat and a swing beat while Dexter Gordon's tenor saxophone leads. The pace is medium up.
Try it on your instrument

Play the first eight twice at a steady medium-up pace, once with a straight Latin-style beat and once swinging. The are , Cmaj7, , D♭maj7, , , , A♭maj7. Smaller version: play bars 1 to 4 twice, once in each feel.

Step 7 of 8 Now playing✓ Heard

Hear a piano trio with no horns

Oscar Peterson Trio · 1970 · Swing, Bossa nova

Tristeza on Piano

Oscar Peterson's trio, with Sam Jones on bass and Bobby Durham on drums, put it on the 1970 MPS album Tristeza on Piano. Jazzdisco.org dates the session to about January 1970 in New York.

Listen for
Peterson plays the tune on piano with bass and drums behind him. The track lasts about three and a half minutes.
Try it on your instrument

Play the last eight , the : , , G7, then A7 and Dm7 G7. Smaller version: play just Em7, A7, Dm7 and G7 and end on Cmaj7.

Step 8 of 8 Now playing✓ Heard

Hear it with strings and flutes

McCoy Tyner · 1976 · Fusion

Fly with the Wind

McCoy Tyner recorded it at Fantasy Studios in Berkeley, California, on January 19 to 21, 1976, for the album Fly with the Wind. Flutes, an oboe, a harp and a string section join his piano, bass and drums.

Listen for
Tyner's piano, bass and drums play with flutes, an oboe, a harp and strings, so the sound is much larger than on the earlier records. Billy Cobham plays drums and Guilherme Franco tambourine.
Try it on your instrument

Play the whole tune once through: eight of A, eight of B, eight of A again, then the eight bars of C. Smaller version: play only bars 1 to 8 and bars 25 to 32 and skip the middle.

Through the decades

  1. 1940s

    Nacio Herb Brown and Gus Kahn write the song in 1940. Tony Martin sings it in the film Ziegfeld Girl, and Glenn Miller's orchestra records it with Ray Eberle in January 1941.

  2. 1950s

    Dave Brubeck's trio and Stan Getz's quartet record it in 1950, and Nat King Cole sings it with Pete Rugolo's orchestra in 1952. Sonny Rollins, Max Roach and Mal Waldron follow in 1957, 1958 and 1959.

  3. 1960s

    Dexter Gordon's quartet records it for Blue Note in August 1962. On that record the switches between a Latin beat and a swing beat at a medium-up pace.

  4. 1970s

    Oscar Peterson's trio plays it on Tristeza on Piano in 1970. Milt Jackson, Joe Pass and Ray Brown record it in 1975, and McCoy Tyner adds strings and flutes to his trio in 1976.

  5. 1990s

    Lee Konitz, Brad Mehldau and Charlie Haden play it live at the Jazz Bakery in Los Angeles in December 1996, in a version of nearly twelve minutes.

  6. 2020s

    Samara Joy opens her 2024 album Portrait with it, recorded at Van Gelder Studio with her touring band.

More great versions

5 more, from 1952 to 2024. Tap a cover to play it here.

  1. Nat King Cole with Pete Rugolo1952 · Easy listening
  2. Mal Waldron Trio1959 · Post-bop
  3. Milt Jackson, Joe Pass and Ray Brown1975
  4. Lee Konitz, Brad Mehldau and Charlie Haden1996 · Cool jazz
  5. Samara Joy2024 · Vocal

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 · B · A · C form
C major → A♭ major → F major → C major → A♭ major → C majorkey centers

The tune runs 32 in four sections: A, B, A again and a closing C. The first , bars 1 to 8, is for two bars, for two bars, then and for two bars, so it leaves at once and lands in . The , bars 9 to 16, moves to : , for two bars, , and , which leads back toward C. The second A section, bars 17 to 24, repeats the first six bars, then ends on and . The , bars 25 to 32, sits in C major: G7, , Dm7 G7, then Cmaj7 A7 and Dm7 G7. These follow the iReal Pro chart. JazzStandards.com describes the tune as written in C major with the shifting at least three times, and other lead sheets may spell some chords differently.

Play the changes

C major
Open in iReal Pro ↗
A8 bars
Cmaj7
Cmaj7
D♭maj7
D♭maj7
B♭m7
E♭7
A♭maj7
A♭maj7
B8 bars
Gm7
C7
Fmaj7
Fmaj7
Am7
D7
E♭m7A♭7
Dm7G7
A8 bars
Cmaj7
Cmaj7
D♭maj7
D♭maj7
B♭m7
E♭7
G♭7♯11
F7
C8 bars
Dm7♭5
G7
Em7
A7
Dm7
G7
Cmaj7A7
Dm7G7

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