All The Things You Are — Form, Changes & How to Play It

About All The Things You Are

From Broadway Flop to Jazz Touchstone

All The Things You Are was composed by Jerome Kern with lyrics by Oscar Hammerstein II in 1939, written for the Broadway musical Very Warm for May. The show opened at the Alvin Theatre on 17 November 1939 and was Kern’s final stage musical — but it was not a success, closing after just 59 performances. The song, on the other hand, became an immediate hit: Tommy Dorsey’s orchestra recorded it in late 1939 and it reached number one on the pop charts for two weeks in early 1940. Artie Shaw’s version reached number eight the same season.

What followed was the song’s slow migration from popular hit to jazz standard. Dizzy Gillespie’s sextet recorded one of the first instrumental jazz versions in 1945, opening the door for the bebop generation to use the changes as an improvising vehicle. Charlie Parker performed it frequently — he reportedly told someone it had his favourite lyrics of any song — and used its changes as the basis for his contrafact Bird of Paradise. Other bebop musicians wrote new heads over the same harmony: Kenny Dorham’s Prince Albert and Dexter Gordon’s Boston Bernie are both contrafacts of All The Things You Are.

The Form & Harmony

36 Bars, Six Key Centres, One of the Great Modulating Forms

All The Things You Are has an unusual 36-bar form, best described as AABA' — two eight-bar A sections, an eight-bar bridge, and a final extended section of twelve bars that returns to the home key and adds a four-bar tag. Some analysts prefer the AABC framing because the final section differs significantly from the earlier As. Both descriptions are in use; what matters is that the standard 32-bar AABA template gets expanded by an extra four bars at the end.

The home key is Ab major, but the tune is famous for not staying there. Across its 36 bars the harmony moves through six key centres via the circle of fifths: Ab, C, G, E, Eb, and finally back to Ab. The tonic chord — AbMaj7 — does appear at the end of each A section, but the resolution feels provisional each time, because the next section immediately modulates again. The true home-key resolution is delayed until the very last chord of the form. Stephen Sondheim has singled out this structural innovation as one of the great achievements of American popular song.

The bridge is especially striking. Bars 17-20 sit in G major; bars 21-24 modulate to E major. Returning home from E major to Ab major (a tritone away) sounds harmonically dramatic but is engineered with elegant economy through a single C7+5 chord — a textbook example of Kern’s craft. The whole tune is essentially a tour of ii-V-I cadences in different keys, which is why it remains such a beloved vehicle for working on ii-V vocabulary.

For improvisers, this is one of the great test pieces. Charlie Parker, Keith Jarrett and Brad Mehldau have all left definitive readings, and each takes a different approach to navigating the modulations. The lead sheet PDFs on this page give you the head and full changes in the standard published key of Ab concert (Bb major for Bb instruments, F major for Eb instruments).

How to Learn All The Things You Are

A Practical Approach for Saxophonists

1. Learn the melody by ear. All The Things You Are is a song with lyrics that Charlie Parker reportedly named as his favourite of any tune. Sing the melody before you play it — understanding the natural phrasing of the words will inform how you shape the line on your instrument. Listen to a vocal recording (Frank Sinatra or Ella Fitzgerald are great starting points) alongside the instrumental versions.

2. Map the key centres. The tune moves through six key centres — Ab, C, G, E, Eb, then back to Ab — via the circle of fifths. Before tackling it as a whole, identify the ii-V-I cadence in each new key and practise it in isolation. Once each key area is fluent, the modulations stop feeling like obstacles and start feeling like signposts.

3. Drill the ii-V vocabulary. The whole tune is essentially a tour of ii-V-I cadences. Learn a strong set of ii-V phrases in Ab, C, G, E and Eb, then transpose them through the form. This builds the harmonic fluency that the tune demands and pays off across most of the standard repertoire — there is no other tune that drills your ii-Vs in this many keys in one chorus.

4. Study a great solo. Once the head and changes are under your fingers, study a great solo on the tune. Dizzy Gillespie’s 1945 recording, Charlie Parker’s various live versions, are all essential. Each demonstrates a different approach to navigating the harmony at the highest improvisational level.

If you would like one-to-one guidance working through All The Things You Are 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 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

From Bebop to the Modern Trio

The unmissable early recording is Dizzy Gillespie (1945) with his sextet, one of the first instrumental jazz versions of the tune and the one that brought it into the bebop repertoire. It establishes the basic approach — read the head, then improvise across the harmonically rich changes — that virtually every later version follows.

From there, work through Charlie Parker’s several live recordings from the late 1940s, where the tune is a regular feature. Parker reportedly said the lyrics were his favourite of any song, and he used the changes as the harmonic basis for his contrafact Bird of Paradise. Both are essential listening for understanding how the bebop generation processed this tune.

For modern readings, Keith Jarrett’s Standards Trio has returned to the tune many times — particularly the various live recordings from the 1980s and 1990s. Brad Mehldau has also recorded both solo and trio versions that show what is possible with this tune in the 21st century. Each treats the harmonic richness differently and rewards close study.

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