One of the most popular jazz standards of all time is “Autumn Leaves” by Joseph Kosma. It’s often one of the first jazz standards that aspiring jazz musicians learn to play and for many good reasons.

Autumn Leaves is an excellent jazz standard to start with because it covers some basic chord progressions and harmonic concepts found in jazz. If you can understand how the harmony of Autumn Leaves works, you are well on your way to understanding hundreds of other jazz standards.

So in today’s lesson we will be diving into this important jazz standard, unpacking it’s harmonic movement and covering important theory and improv concepts this tune presents. This lesson doesn’t go over how to learn this jazz standard, or jazz standards in general, so if you need help with that check out this podcast episode later.

Let’s start out by learning more about this composition.

Autumn Leaves Bio:

Autumn Leaves was composed by the Hungarian-French Composer Joseph Kosma with lyrics by poet Jacques Prévert. Its original title is “Les Feuilles Mortes” which means “The Dead Leaves.” American songwriter Johnny Mercer wrote English lyrics.

The song has an AABA form, meaning the first theme (or section) is repeated, followed by the second theme, and ending on the original theme. It has two common played keys: concert G minor and E minor.

Keep in mind, that if your instrument is not a Concert C instrument (like guitar and piano) you should know how to transpose to your key.

So if you are a Bb tenor sax player, the key Autumn Leaves is in is A minor (a whole step up from the concert key). If you are an Eb alto sax player, E minor (a minor 3rd down from the concert key). If you are a C instrument like piano or guitar, you will be playing in G minor as is.

Suggested Listening

When learning or working on a song, the most important thing you can do is listen. Listen to as many versions of Autumn Leaves as you can. Below are some that I suggest, and I’ve linked them to Amazon so you can purchase them if you wish.

Frank Sinatra from “Where are You?” 1957

Cannonball Adderley from “Somethin’ Else” 1958

Bill Evans Trio from “Portraits in Jazz” 1959

Gene Ammons and Sonny Stitt from “Boss Tenors” 1961

(Note: on the Boss Tenors recording there is some added harmonic movement outside of the original chord changes)

Now, due to copyright issues, I can’t post the melody of Autumn Leaves. However, I always suggest learning the melody by ear. If you read the melody from a piece of sheet music you may get the boiled down, basic idea of the melody, but you miss many of the nuances. It’s always better to learn it by ear by cross referencing different recordings. Pro tip: check out that Sinatra recording. Frank always sings the melody “straight.”

Understanding Chord Progressions

To understand Autumn Leaves and the chords analysis I am about to show you, it is imperative that you understand how chord progressions work. I have covered this extensively on our blog, so I don’t want to spend much time doing this.

I would highly suggest checking out two other lessons if you don’t understand this: How to Harmonize a Major Scale with 7th Chords, and How to Harmonize Minor Scales with 7th Chords.

But for a quick summary of both, they result in these two charts which essentially show you how chords work to create chord progressions.

The Minor Diatonic Series of 7th Chords is based off of the natural minor scale, harmonic minor scale and melodic minor scale. The V chord is borrowed from the harmonic and melodic minor harmonization. Instead of it being a minor 7 (like it would be if it were a natural minor scale) it is turned into a dominant 7 chord. Why? The V chord in traditional harmony is almost always a dominant 7 chord. The V often resolves to the I
chord and therefore the V in the harmonic and melodic minor is appropriate in this case.
In the same way, the vi chord is borrowed from the melodic minor.

Understanding these two charts will be important for today’s lesson. Autumn Leaves is almost entirely made up of major and minor ii-V-I chord progressions. You need to understand the roman numeral numbering system as it pertains to this chart.

For example, using the Major Diatonic Series of 7th Chords chart you can conclude that a major ii-V-I in concert C is:

By using the Minor Diatonic Series of 7th Chords chart you can conclude that a minor ii-V-i in Concert C is:

Again, if any of this confuses you, go check out those posts I suggested. With all of this in mind, let’s take a look at the chord changes for Autumn Leaves and start looking at what is going on with the harmonic movement.

Autumn Leaves Chords Analysis

As you can see, I have color-coded different sections of the form to help you understand what is going on with the chords and chord progressions. Let me quickly identify them:

Blue= the relative major key.

Red= the minor parent key.

Green= a section of cycling 4ths.

Understanding Relative Keys

The first thing I want to observe about Autumn Leaves is how it shifts between the relative major and minor keys.

What are relative keys?

Major and minor keys that share the same key signature are called relative keys. Essentially, they share the exact same notes as each other.

Autumn Leaves is in the key of concert G minor. Take a look at the G minor scale.

From the minor key you can either memorize it’s relative key, or use this trick:  think a major key a minor 3rd up from the minor key (or vise-versa). In the case of G minor what would that be? Bb major.

Here is a Bb major scale, and as you can see, they share the exact same key signature. Fairly simple, right?

Autumn Leaves is the perfect study of how relative major and minor keys work together. The entire song is essentially switching between the two, with the exception of one section.

Let’s take a look at it.

If there is any slightly confusing part of Autumn Leaves this would be it. However, it’s not really all that strange when it comes to jazz harmony.

It starts out on the root minor, and moves to a dominant IV chord. The movement of the root notes in 4ths is very common in jazz harmony, and we’ll go over that more next. The IV chord in a minor key is normally minor, but jazz musicians are constantly turning minor chords into dominant 7 chords.

From there, you can consider the second bar a ii-V chord progression to the relative major IV chord (Eb), although it doesn’t resolve.

I personally find it beneficial to think of both of those bars as isolated ii-V chord progressions with no attachment to any particular key. After all, they are just passing chords that ultimately resolve to a minor ii-V-i of G minor.

Major and Minor ii-V-I Chord Progressions

The second big thing to observe about Autumn Leaves is that it is almost entirely ii-V-I chord progressions both in the minor and relative major key.

When it comes to jazz, there is no more important chord progression to know than the ii-V-I. You will see it come up time and time again, and so you need to be able to recognize it right away, and of course, know how to improvise over it.

The form starts out with a ii-V-I in the relative major key.

This is where knowing your Major and Minor Diatonic Series of 7th Chords comes in handy. You will want to know how to transpose ii-V-I’s into all 12 keys.

If you know them well, you can quickly identify that Bb is the relative major of G minor, and that Cmin7-F7-Bbmaj7 is a ii-V-I in the key of Bb major.

Let’s take a look at the transition into the parent minor key.

The Ebmaj7 is the IV chord of the relative major and it serves as a transition chord into the parent minor ii-V-i.

The beauty of Autumn Leaves is that it is fairly simple when it comes to jazz harmony all while covering two pivotal harmonic concepts.

Autumn Leaves Guide Tone Chart

One of the most common questions I get is “how do I make the chord changes come out in my solos?”

In other word, if you started improvising without accompaniment would a listener know you were playing Autumn Leaves (assuming they are familiar with the song)?

The key to achieving this is knowing how to outline the chord changes in your improvisation. Guide tones are the perfect starting point. We have talked extensively about guide tones in another lesson, so be sure to check that out if this is new. But here’s a crash course:

In jazz, the guide tones are almost always the 3rds and 7ths of each chord.

Let’s take a look at a ii-V-I in C major for example:

Here’s what this looks like when the guide tones are played melodically and using a concept called voice leading (in this case, connecting the last guide tone in a step-wise motion with the proceeding chord).

With all of this in mind, here is a guide tone chart for Autumn Leaves. It can be incredibly helpful to map this song and other songs with guide tones.

Keep in mind, there are many different ways to voice lead guide tones. So feel free to experiment with this for yourself. Play through these guide tones and then try targeting them in your improvisation.

Autumn Leaves is a great jazz standard to study and many lessons can be learned from it. It can be helpful to analyze jazz standards like this and break them apart. Spend some time working on this standard and be sure you understand it. Unlocking this one means you will be unlocking many others in the process.

30 Days to Better Jazz Playing


  1. What a really great and informative lesson. It's nice to not need 20 pages open on the browser figuring out what everything means along the way. You made it very insightful and concise. Thanks!

    • Hi Richard, glad you enjoyed the lesson! Thanks for the word spelling correction, fixed. You can add that G7 if you would like as well, but typically a lot of sheet music leaves it out. But of course, jazz musicians are constantly adding additional changes into tunes and these are just the vanilla basics. Hope that helps!

  2. Very helpful analysis. I have been playing Autumn Leaves for many years and have stumbled across some things that work and tripped over others that don't, but I never understood why. Now it makes sense. One thing: in the chart of Minor diatonic series of 7th chords, the III chord is shown as Emaj7. Shouldn't that be Ebmaj7?

  3. Excellent article, Brent! I'm working on Autumn Leaves right now so this is really timely. Great explanation of the chords and their relative relationships throughout the tune. I also loved the tip on using the 3rd and 7th as guide tones to walk through the changes. That's so smart. I can use that technique for any song that I'm learning to solo over. I really appreciate what you give back to the jazz community. Awesome blog post!

  4. No your's is not the ultimate silly question. Maybe you can answer this : what is answer to the Ultimate Question of Life, the Universe, and Everything else?

    • Hi Robert,

      Certainly not a silly question! What I failed to explain in this lesson is that the Minor Diatonic Series of 7th Chords is based off of the natural, harmonic, and melodic minor scale. Most is based off of the natural minor but there are borrowed notes from both the harmonic and melodic minor. For example, the G if it were a harmonized natural minor scale would be Gmin7. But we know that the V chord is never going to be a minor chord. However if you borrow the B natural from the Harmonic minor scale you now have a G7. Same goes for the VI chord, we are borrowing a note from the melodic minor scale, A. As far as the Ab goes, since we are not strictly harmonizing one scale or another, we are borrowing notes from different minor scales, the Ab stems from the key center of C minor. Sorry for the confusion Robert, I should have explained that better, its a confusing concept in general, but I have now added a bit in the post to clarify for others.

  5. But help me out with this : In the summary of diatonic minor chords you mention Fmin7 and G dom7.
    That should mean F, G, Aflat and respectively G, A, B. But neither Aflat nor B are in the scale that you give
    (C, D, Eflat, F, G, A, Bflat and C).
    I am puzzled.

Leave a Comment