Learn All The Things You Are Chords! Master This Classic Jazz Standard

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“All The Things You Are” is a classic jazz standard you must learn to master jazz harmony and memorize how jazz songs move. This tune’s chord progression contains the secrets found in many key jazz standards that, once memorized and internalized, will help you master the jazz language.

In this article, we’ll explore the chord progression of “All The Things You Are” and review key harmonic concepts in this tune. We’ll also discuss the melody and improvisational concepts you can apply to the chord changes so you can solo over “All The Things You Are” like a pro!

Be sure to check out different song versions below to hear how jazz legends have interpreted this classic jazz standard.

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History of All The Things You Are

Like many other classic jazz standards, “All The Things You Are” was written initially for a Broadway musical. It first debuted in Very Warm for May (1939) and was composed by Jerome Kern, with Oscar Hammerstein II writing the lyrics.

This song was a bonafide hit and was recorded by three different jazz orchestras in 1939:

  • Tommy Dorsey and His Orchestra
  • Artie Shaw and His Orchestra
  • Frankie Masters and His Orchestra

Since then, jazz musicians and pop vocalists have recorded it hundreds of times. Later in this article, be sure to check out our recommended versions of “All The Things You Are.”

All The Things You Are Lyrics

Time and again I’ve longed for adventure,

Something to make my heart beat the faster.

What did I long for? I never really knew.

Finding your love, I’ve found my adventure,

Touching your hand, my heart beats the faster,

All that I want in all of this world is you.

You are the promised kiss of springtime

That makes the lonely winter seem long.

You are the breathless hush of evening

That trembles on the brink of a lovely song.

You are the angel glow that lights a star,

The dearest things I know are what you are.

Some day, my happy arms will hold you,

And someday I’ll know that moment divine,

When all the things you are, are mine!

Why Learn All The Things You Are?

We’re almost ready to learn the chord progression for “All The Things You Are!” But first, let’s discuss why this tune is an excellent jazz standard to memorize. It is so valuable for aspiring jazz musicians for two main reasons.

Firstly, “All The Things You Are” moves through five different keys throughout the form.

  • Improvisers can practice jazz lines and improvisational ideas in different keys while practicing this tune.
  • Taking this chord progression through all twelve keys is an excellent exercise for piano and guitar players who want to get better at playing through changes and transposing progressions.

And secondly, the progression in this tune is typical of many other classic jazz standards. The harmony moves in fourths, which is characteristic of many classic jazz songs.

Circle of fourths (Circle of fifths)

image source: Wikimedia Commons

As we analyze the different sections of “All The Things You Are,” we’ll refer back to the counter-clockwise movement along the circle for reference. However, to explain the significance of the circle, let’s analyze the most important chord progression in jazz using this tool.

The ii-V-I is jazz’s most important chord progression, and “All The Things You Are” is full of ii-V-I progressions. We’ll use a ii-V-I in the key of C because the first section modulates to C.

ii-V-I in C on the staff

When using the circle to analyze the root movement of chord progressions, we start at the root note of our ii chord (D-7) and move counter-clockwise along the circle. Next, we hit our V chord (G7), and then we reach our I chord destination (C major).

Analyzing a ii-V-I on the circle of fourths

The circle of fourths has this essential jazz progression built in! Now, we’re ready to tackle the “All The Things You Are” chords.

Check out this article for more on the ii-V-I progression and this article for more on essential jazz chord progressions.

All The Things You Are Harmonic Analysis

We’re ready for our harmonic analysis of “All The Things You Are!” Let’s get the basic info out of the way before we get too specific.

This iconic jazz standard is in the key of Ab major and is 36 measures long. It is broken up into four sections:

  • A section – 8 bars
  • B section – 8 bars
  • C section – 8 bars
  • D section – 12 bars

Throughout these four sections, we modulate to five different key centers! We’ll discuss those modulations as we examine each section.

The A and B sections are functionally the same chord progression. However, the A section is primarily in the key of Ab major, and the B section is mainly in the key of Eb, a fifth higher. The C section serves as the traditional bridge of the tune, and the D section quotes the A section but quickly diverges.

Let’s look at each section in greater detail.

All The Things You Are: A Section

A section; All The Things You Are w/ harmonic analysis

The A section starts in the tonic key of Ab for the first five measures and modulates to the key of C major in the last three. The chord progressions in the A section are:

  • Ab: vi-ii-V-I-IV
  • C: ii-V-I

Keep this chord progression in mind, as we will do the same thing in the next section, only in a different key. Here are the two chord progressions shown on the circle of fourths. Notice each progression moves counter-clockwise along the circle.

Analyzing the Chord Progressions in the A section on the Circle of Fourths

All The Things You Are: B Section

B section; All The Things You Are w/ harmonic analysis

In terms of chord relationships, the B section is the same as the A section, but instead of Ab and C, this section is in Eb and G.

  • Eb: vi-ii-V-I-IV
  • G: ii-V-I

Here are these progressions shown on the circle of fourths:

Analyzing the Chord Progressions in the B section on the Circle of Fourths

Next up is the bridge!

All The Things You Are: C Section

The bridge consists of two ii-V-I progressions. The first is in the key of G, which is the key from the previous section. The second is in the key of E major, but this particular ii-V is peculiar. The ii chord is a -7(b5) chord, and the V chord is an altered dominant chord.

  • G: ii-V-I
  • E: ii-V-I

This variation on the ii-V-I progression, called a minor ii-V, typically resolves to a minor chord. However, we resolve to an E major chord instead of an E minor chord before playing a C7 altered chord that brings us back to the vi chord in the key of Ab for the final section.

C section; All The Things You Are w/ harmonic analysis

Here are our two ii-V-I progressions shown on the circle of fourths.

Analyzing the Chord Progressions in the C section on the Circle of Fourths

All The Things You Are: D Section

D section; All The Things You Are w/ harmonic analysis

The first five bars of the D section are identical to the A section up to the IV chord, which changes to a minor iv chord in the sixth measure. This minor iv chord is called a borrowed chord. It’s an example of modal interchange, where a chord is borrowed from a different scale.

Check out this article for more on modal interchange.

Here is the chord progression for the first six bars:

  • Ab: vi-ii-V-I-IV-iv

After the minor iv chord, we move to the iii chord, which starts a fairly standard iii-iv-ii-V-I progression. The only catch here is that instead of a traditional vi chord, which would be an F-7, we instead have a B-diminished chord.

This is an example of a diminished passing chord, in which we pass between two chords a whole step apart by placing a diminished chord between the two root notes of the surrounding chords.

Here is a iii-vi-ii-V-I progression with a regular vi chord.

iii-vi-ii-V-I chord progression

Here is the same progression with a diminished passing chord instead of the vi chord:

iii-vi-ii-V-I chord progression with tritone sub on the ii chord

The B diminished chord shares two of the same notes (Ab and F) with the F-7 chord and functions similarly.

Additionally, diminished passing chords create chromatic movement in the bass or root notes of the chord progression. In the regular progression, the root notes move from C to F to Bb, but they move from C to B to Bb in the progression with the diminished passing chord.

Diminished passing chords function similarly to tritone substitutions. Both can replace chords a tritone away because each shares chord tones with the chord they replace.

Jazz musicians use chord substitutions, such as tritone substitutions and diminished passing chords, to add variety and complexity to chord progressions.

Check out these articles on tritone substitutions and other chord substitutions for more information.

After the iii-vi-ii-V-I progression, the tune sets us back up for the top of the A section with a minor ii-V to F-7 in the last bar. Here are this section’s chord progressions shown on the circle of fourths.

Analyzing the Chord Progressions in the C section on the Circle of Fourths

BEFORE YOU CONTINUE...

If you struggle to learn jazz standards by ear, memorize them, and not get lost in the song form, then our free guide will completely change the way you learn tunes forever.

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All The Things You Are Melody

The melody of “All The Things You Are” is easy to remember! The melody is mostly the 3rd of each chord in the progression. And if it doesn’t start on the 3rd, it always finds its way there! Here is the melody and chords of the first A section. You’ll notice that the melody always emphasizes the 3rd of each chord.

All The Things You Are Melody with 3rds of each chord labeled

The other sections follow this format, too, with little deviations here and there.

Improvising Over The Changes

There are a few things you want to consider before improvising over any jazz standard. Let’s go over them!

1. Map The Tonal Centers

Mapping the Tonal Centers of All The Things You Are

I’ve color-coded out the tonal centers of All The Things You Are in the image above. This step is crucial because it lets you know the general tonal centers you must emphasize in your playing to bring out the changes.

  • Blue: Ab
  • Green: C
  • Orange: Eb
  • Pink: G
  • Red: E

Though certain non-diatonic chord qualities may be present (chords that use notes outside the major or minor key), consider these part of the overall tonal center. For example, the C7 chord at the end of the C section is still considered part of the Ab tonal center despite the E natural in the C7.

This is because the C7 is a secondary dominant, which temporarily tonicizes the vi chord that follows it. It is a III7 chord instead of the diatonic iii chord because it functions as the V of vi. This isn’t a key change, despite the non-diatonic tones.

Check out this article for more on diatonic chords and this one for more on secondary dominants.

2. Roman Numeral Analysis

However, the job isn’t over yet! We know the general tonal centers in this tune, but we have to get more specific about the non-diatonic chords found within the progression.

Roman Numeral Analysis of All The Things You Are

This step is important because it tells us what scales to use and what little tweaks we may need to make to accommodate non-diatonic chords. Now, we have to choose notes that work over these chords!

3. Choosing Appropriate Scales And Arpeggios

Let’s look at the last four bars of the C section for our example.

F#-7b5

Though we labeled the first three measures of this selection as E major, the F#-7b5 chord (iiรธ chord borrowed from E-) contains a C natural, a non-diatonic tone in E major.

Often, improvisers choose the Locrian mode when playing over half-diminished chords. An F# Locrian scale will contain a C natural because it is the b5 of F#. Let’s choose this scale for our first chord.

F#-7b5 and Locrian scale

Check out this article for more information on the Locrian Mode.

B7b9

The B7b9 chord implies the same chord toneโ€”a C natural, which is the b9 of B. A popular scale jazz improvisers use over b9 chords is the Altered Scale, which is the seventh mode of the melodic minor scale. Let’s use this for the B7b9 chord.

B7b9 and B altered scale

Check out this article for more on the Altered Scale, which is a mode of Melodic Minor.

For Emaj7, let’s use the E major scale to help ground us in the tonal center after playing chords borrowed from the key of E- (F#-7b5 is the iiรธ and B7 is the V chord in E-).

C7b13

For our C7b13, let’s use an augmented arpeggio. Augmented chords are major chords that have a sharp 5. Instead of C-E-G, which makes a C major triad, we’d spell our C augmented triad C-E-G#).

Flat 13s are enharmonically equivalent to sharp 5s.

  • Ab is the b13
  • G# is the #5
C7b13 and a Caug Arp

Check out this article for more on augmented chords, and check out this article if you want to learn more about chord extensions like b13s!

Here is our scale map for these four bars laid out over the measures:

Scale map for chord changes from All The Things You Are

Let’s compose some lines using these scales and arpeggios!

composed improvisational line over chord changes

For a more comprehensive guide to improvising over the changes in “All The Things You Are,” check out this article. Check out this article if you need some jazz licks to play over the changes!

Famous Versions of All The Things You Are You Need To Check Out

If you want to hear incredible interpretations of this song, check out the following versions! Each jazz legend brings their own interpretation to this popular standard.

Ella Fitzgerald

Check out this article for more on Ella Fitzgerald and other jazz legends.

Chet Baker

Check out this article for more on famous jazz trumpet players.

Bill Evans

Check out this article for more on Bill Evans and other great jazz pianists.

Charlie Parker

Check out this article for more on Charlie Parker and other great jazz saxophonists.

Grant Green

Joe Pass

Check out this article for more on jazz guitarists like Joe Pass and Grant Green.

Ready To Take Your Jazz Playing To The Next Level? Join The Learn Jazz Standards Inner Circle!

Want to become the best jazz player you can be? The Learn Jazz Standards Inner Circle has everything you need to seriously upgrade your jazz playing and theory chops!

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“All the Things You Are” was written by Jerome Kern and Oscar Hammerstein II for the Broadway musical “Very Warm for Me,” which debuted in 1939.  All the Things You Are is one of the most popular standards of all time.  The changes are harmonically complex and fun to improvise on.  The melody is also genius.  Countless jazz musicians have fallen in love with this tune, and it is one of the most recorded standards.

If you want more of an in-depth analysis and a lesson on how to improvise over All The Things You Are, click here.

TAKE YOUR JAZZ PLAYING TO THE NEXT LEVEL.

We help musicians of all instruments start improvising confidently over jazz standards in just 30 days without mind-numbing hours of practice or the overwhelm.

TAKE YOUR JAZZ PLAYING TO THE NEXT LEVEL.

We help musicians of all instruments start improvising confidently over jazz standards in as little as 30 days without mind-numbing hours of practice or the overwhelm.

โ€œJazz music is the power of now. There is no script. Itโ€™s conversation. The emotion is given to you by musicians as they make split-second decisions to fulfill what they feel the moment requires.โ€
WYNTON MARSALIS

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  • If youโ€™re not happy with the quality of this programโ€ฆsend us an email and showing you did the work. We’ll refund 100% of your money (We’ll even eat the credit-card processing fees) and weโ€™ll part as friends. We believe in the power of this course and so we’ll take responsibility for it.

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To the maximum extent allowed by applicable law, you agree to indemnify, defend and hold harmless Learn Jazz Standards, its directors, officers, employees, servants, agents, representatives, independent contractors and affiliates from and against any and all claims, damages, liabilities, actions, causes of action, costs, expenses, including reasonable attorneysโ€™ fees, judgments or penalties of any kind or nature arising from or in relation to the these Messaging Terms or your receipt of text messages from Learn Jazz Standards or its service providers.

Dispute Resolution

  1. General. Any dispute or claim arising out of or in any way related to these Messaging Terms or your receipt of text messages from Learn Jazz Standards or its service providers whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of when a dispute or claim arises will be resolved by binding arbitration. YOU UNDERSTAND AND AGREE THAT, BY AGREEING TO THESE MESSAGING TERMS, YOU AND Learn Jazz Standards ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION AND THAT THESE MESSAGING TERMS SHALL BE SUBJECT TO AND GOVERNED BY ARBITRATION.
  2. Exceptions. Notwithstanding subsection (a) above, nothing in these Messaging Terms will be deemed to waive, preclude, or otherwise limit the right of you or Learn Jazz Standards to: (i) bring an individual action in small claims court; (ii) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (iii) seek injunctive relief in aid of arbitration from a court of competent jurisdiction; or (iv) file suit in a court of law to address an intellectual property infringement claim.
  3. Arbitrator. Any arbitration between you and Learn Jazz Standards will be governed by the JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
  4. No Class Actions. YOU AND Learn Jazz Standards AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Learn Jazz Standards agree otherwise in a signed writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. You agree that, by agreeing to these Messaging Terms, you and Learn Jazz Standards are each waiving the right to a trial by jury or to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind.
  5. No Class Actions. YOU AND Learn Jazz Standards AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Learn Jazz Standards agree otherwise in a signed writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
  6. Modifications to this Arbitration Provision. Notwithstanding anything to the contrary in these Messaging Terms, if Learn Jazz Standards makes any future change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change to Learn Jazz Standardsโ€™s contact information provided in the โ€œContact Usโ€ section below, in which case this arbitration provision, as in effect immediately prior to the changes you rejected, will continue to govern any disputes between you and Learn Jazz Standards.
  7. Enforceability. If any provision of these Messaging Terms is found to be unenforceable, the applicable provision shall be deemed stricken and the remainder of these Messaging Terms shall remain in full force and effect.

Changes to the Messaging Terms

We reserve the right to change these Messaging Terms or cancel the messaging program at any time. By using and accepting messages from Learn Jazz Standards after we make changes to the Messaging Terms, you are accepting the Messaging Terms with those changes. Please check these Messaging Terms regularly.

Entire Agreement/Severability

These Messaging Terms, together with any amendments and any additional agreements you may enter into with us in connection herewith, will constitute the entire agreement between you and Learn Jazz Standards concerning the Messaging Program.

Contact

Please contact us with any inquiries or concerns at [email protected]

OUR PROVEN PROCESS FOR LEARNING JAZZ STANDARDS LIKE A PRO

Get our FREE eGuide โ€œLearn Jazz Standards the Smart Wayโ€ and follow the 5 simple steps for crushing it with jazz standards.

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OUR PROVEN PROCESS FOR IMPROVISING JAZZ SOLOS LIKE A PRO

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OUR PROVEN PROCESS FOR LEARNING JAZZ THEORY LIKE A PRO

Get our FREE “Jazz Theory Made Easy Fast Track Guideโ€ and follow the 4 simple steps that make learning jazz theory easy.

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DOWNLOAD THIS CHORD CHART

Get our FREE "Learn All The Things You Are Chords! Master This Classic Jazz Standard" chord chart and our entire library of 200+ jazz standards!

Chord Chart

DOWNLOAD THIS CHORD CHART

Get our FREE "Learn All The Things You Are Chords! Master This Classic Jazz Standard" chord chart and our entire library of 200+ jazz standards!

Chord Chart

DOWNLOAD THIS CHORD CHART

Get our FREE "Learn All The Things You Are Chords! Master This Classic Jazz Standard" chord chart and our entire library of 200+ jazz standards!

Chord Chart