All of Me — Chord Changes, Form & How to Play It

About All of Me

One of the Most-Recorded Songs in the American Songbook

All of Me was composed by Gerald Marks with lyrics by Seymour Simons in 1931, published by Bourne Co. of New York. It was first performed by the vaudeville star Belle Baker on radio in late 1931, shortly after the death of her husband — a circumstance that gave the song's longing lyric unusual emotional resonance. Within weeks, Paul Whiteman and His Orchestra had recorded a hit version with Mildred Bailey on vocals (1 December 1931) that reached number one on the US pop charts; Louis Armstrong’s 1932 recording followed it to number one shortly after.

From there the tune embedded itself in the standard repertoire. Gerald Marks lived to 96 and joined the ASCAP board of directors largely on the strength of this single song — by his death in 1997, All of Me had reportedly been recorded approximately 2,000 times. Notable versions include Russ Columbo, Bing Crosby, Teddy Wilson, the Count Basie Orchestra, Frank Sinatra (who recorded it four times across his career), Ella Fitzgerald, Sarah Vaughan, and Willie Nelson, whose 1984 country crossover took it back into the pop charts.

For saxophonists, the defining jazz reading is Lester Young’s tenor solo on the 1941 Billie Holiday recording — one of the most celebrated tenor saxophone performances in the entire jazz canon. Young’s lyrical, behind-the-beat phrasing, his lightness of articulation, and his melodic invention make this solo a foundational study text for any serious tenor player. A free transcription with detailed analysis is available here.

The Form & Harmony

32 Bars in ABAC Form — A Less Common Shape Than AABA

All of Me has a 32-bar ABAC form — four eight-bar sections, where the first and third (A) share the same material and the second (B) and fourth (C) are each unique. This is a less common form than the standard 32-bar AABA, and it gives the tune a satisfying structural narrative: A states the theme, B departs, A returns, and C resolves. Many jazz musicians find the ABAC layout easier to remember because there is no bridge in the middle to get lost in.

The home key for jazz is C major, although the tune was originally published in Bb in 1931. The A sections move outward through a chromatic sequence of dominant chords (the famous E7 - A7 - D7 cascade before resolving to Dm7-G7 back to C) — a textbook example of the “dominant chain” harmonic device. The B section continues this idea but pivots through different voice-leading. The C section, in bars 25-32, is where the harmony reaches its most distinctive moment: a F6 to Fm6 movement (a iv6 minor plagal substitution that is one of the most quoted harmonic gestures in the standards repertoire), followed by a CMaj7/E - A9 - Dm7 - G7 - C resolution.

For improvisers, this means All of Me rewards a clear understanding of secondary dominants and target tones. Each dominant chord in the A section resolves to its own ii-V or to the next dominant in the chain — practising arpeggios with chromatic enclosures around the target chord tones builds the vocabulary that makes the tune sing. The Fm6 in bar 26 is a particularly satisfying moment to work melodic ideas through.

How to Learn All of Me

A Practical Approach for Saxophonists

1. Learn the melody by ear. All of Me has one of the most singable melodies in the standards repertoire, and it carries an emotionally direct lyric. Sing it before you play it — knowing the words shapes the natural phrasing. Billie Holiday’s 1941 recording is the gold-standard vocal reference; her behind-the-beat delivery sets the model for how the melody should breathe.

2. Understand the ABAC form. All of Me is not the usual AABA — the A section returns at bar 17 as expected, but instead of going to a bridge and returning to A again, the tune moves to a new C section that resolves the song. Internalising this layout stops you getting lost mid-chorus, especially when trading fours or when the rhythm section drops out. Count carefully through the third A and into the C; the transition is at bar 25.

3. Drill the dominant cycle. The A sections move through a chromatic descending chain of dominants — E7 (V/A7) - A7 (V/D7) - D7 (V/G7) - resolving through Dm7-G7 to C. Practise arpeggiating each chord, then chain them with chromatic enclosures around the target tones. This is one of the cleanest examples of dominant-chain harmony in the standards repertoire and the vocabulary it builds will transfer to dozens of other tunes.

4. Study Lester Young’s solo. The 1941 Billie Holiday recording features Lester Young at his most characteristic — relaxed, lyrical, behind the beat, and unhurried. Study how he uses long melodic lines that float across bar lines, how he leaves space rather than filling every gap, and how his light articulation lets the harmony do the work. A free transcription of the full solo with detailed analysis is available here.

If you would like one-to-one guidance working through All of Me or any standard, saxophone lessons in person in South East London or online are available, with a focus on jazz repertoire, transcription study and technique. You may also find our other free saxophone transcriptions useful — studying how the great players approached standards is one of the most direct ways to build your jazz vocabulary.

Essential Recordings & Lester Young’s Solo

From Whiteman to Sinatra — and the Tenor Solo That Defined the Tune

The original chart hit was Paul Whiteman and His Orchestra’s 1 December 1931 recording with vocalist Mildred Bailey, which reached #1 on the US pop charts. Within weeks, Louis Armstrong’s 1932 version had also reached #1 — a rare achievement for the same song. These early recordings established All of Me as a hit; the jazz musicians took it from there.

The single most important jazz reading of the tune for saxophonists is Billie Holiday with Lester Young (1941). Recorded for OKeh on 21 March 1941 with the Teddy Wilson orchestra, this is the performance that established All of Me as a vehicle for tenor saxophone — and Lester Young’s solo here remains one of the most celebrated and studied tenor performances in the entire jazz canon. His lyrical, behind-the-beat phrasing, his lightness of articulation, his use of space, and his melodic invention are everything a young tenor player should be listening for. A free transcription of Lester Young’s full All of Me solo, with detailed analysis of his time feel, articulation and vocabulary, is available here.

Frank Sinatra recorded All of Me four times across his career, each with a different arrangement — a reflection of how foundational the tune was to his repertoire. Ella Fitzgerald and Sarah Vaughan both left definitive vocal readings. For a modern crossover, Willie Nelson’s 1984 country version (from Stardust’s follow-up Without a Song) brought the song back into the pop charts, demonstrating its durability across genres.

If you enjoy this style of pre-bop standard, browse the online real book index for the standards we can offer as free PDFs in Concert, B♭ and E♭.