All of Me was written by Gerald Marks and Seymour Simon in 1931 and has subsequently become one of the most recorded songs from that era. Popular versions of All of Me were immortalized by Frank Sinatra, Louis Armstrong, Billie Holiday, and Ella Fitzgerald just to name a few. A very common standard that all jazz musicians are expected to know, All of Me is also a great tune to shed if you are new to jazz, or if you need to work on your jazz vocabulary.

All of Me is truly one of the most iconic jazz standards of all time, and it encapsulates some of the most common and idiomatic harmonic “moves” that are so pervasive in the jazz language. So learning this tune will help expose you to some of the most frequently used chord progressions and modulations that you’ll come across time and time again as a jazz musician.

In this post, let’s tackle this tune in its most commonly played key, C major.

The Process:

1. Listen

First, locate a good recording of the song and listen to it many times. Each time listen for something different. Focus on the melody (and lyrics if present) first, then the harmony, the bass movement, the drums, the solos, etc. one after another until you are very familiar with that recording.

2. Learn

Then learn to sing the melody of the tune by ear (don’t worry if it’s not perfectly in tune!). Then learn the melody by ear on your instrument from the recording. Finally, learn the harmony by ear (and refer to a lead sheet only to check your work or if you get seriously stuck). Learn the changes by finding out by ear what notes the bassist plays on the downbeats of each measure first (they’re almost always the roots of the chord progression), then try slowly arpeggiating the chords and playing the scales that sound like they fit best with the harmony you hear on the recording.

Learn the changes by figuring out what notes the bassist plays on the downbeats of each measure first (they’re almost always the roots of the chord progression), then try slowly arpeggiating the chords and playing the scales that sound like they fit best with the harmony you hear on the recording.

3. Analyze and Reinforce

The best way to learn jazz standards is to break them down and learn them in units, linking the melody with the harmony. Psychologists and pedagogical experts have labeled this approach “chunking” since you slice up the material into bite-sized informational chunks that are easily digestible. It’s also useful to think about the key center(s) of a given tune and to relate the harmonic/melodic/formal chunks you’re studying to each other and to the overall form of the tune.

Here’s a link to the lead sheet with the chord changes for reference to help guide you through the material below.

And here’s a link to LJS’s play-along for “All of Me.”

Approach #1: Small Chunks

So, for example, let’s break the first half of the song all the way down into 1-2 measure phrases, analyze it, and link the melody with the harmony to see how they reinforce each other. This will help us to reinforce our understanding and ability to recall the tune (the melody will help you to remember the chords and vice versa since they’re so clearly related).

Conveniently, a lot of the melody of “All of Me” outlines the basic triads of the tune’s chord progression and/or lands on key chord tones. Though you will often hear extensions in some versions of this song, I try to keep the harmonic analysis as simple as possible to fit with the original spirit of the melody as I perceive it.

Take a look at this and then I’ll explain:

The first 2-bar melodic phrase in bars 1-2 outlines a C major triad with a neighbor tone D in bar 2 (the harmony is C major – a major 6 chord makes more sense than a major 7 here so that the B in the C major 7 piano or guitar voicing isn’t present – it might clash with the C in the melody).

The second phrase in bars 3-4 outlines an E major triad (the harmony is E7).

The third phrase, starting in bar 5, first outlines an A7 chord minus the 3rd (the chord is A7).

The second half of the phrase in bars 5-6 uses a chromatic lower neighbor tone the 5th of A7 and hits the b9 (the b6 of D-) which anticipates the temporary shift to tonicizing the minor II chord in bars 7-8 (the chord is A7, and the melody strongly implies A7b9 – which is natural for a dominant 7th chord that resolves into a minor chord a 4th above or a 5th below).

Bars 7-8 feature a prominent 4-3 suspension which lands on and emphasizes the 3rd degree of the II- chord (D minor).

Bars 9-10 outline E dominant 7 (with a chromatic descending passing tone between the root and the 7th).

Bars 11-12 feature a prominent 4-3 suspension which lands on and emphasizes the 3rd degree of the VI- chord (A minor).

Bars 13-14 outline the skeleton of a D6 chord with a descending chromatic passing tone between the 6th and 5th, which echoes the melodic statement in bars 9-10 (the harmony here is D7, but D13 is implied by the melody).

Bar 15 features the melody on the 5th of the II- (D minor) chord and bar 16 features the leading tone (the 7th of the tonic key, the 3rd of the V7 chord – G7) – both key chord tones.

Bars 17-24 are the same as bars 1-8.

Bars 25-26 contain the 6ths and 5ths of the chords (F major 6 and F minor 6, respectively).

Bar 27 outlines and E minor triad for E-7.

Bar 28 features a 9-8 suspension, or you can think of it as the 9th and root of a A7(add9) chord.

Bar 29 features the 7th and 5th of D-7.

Bar 30 lands on the 6th of a G7 chord (or you can think of it as the “13th” of G dominant 13 in terms of chord extensions).

Bar 31 lands on the root of a C major chord (here again, as at the beginning of the tune, a major 6 chord makes more sense than a major 7 so that the B in the C major 7 piano or guitar voicing isn’t present – it might clash with the C in the melody).

Approach #2: Bigger Chunks

Let’s go further and break this tune down a few additional ways to help us internalize it on a deep level so we can improvise over it fluidly, organically, and with total creative freedom.

Emphasize the Form

In addition to chunking in small (e.g. 2-measure) units, you can look at the overall form of a song and chunk it that way while learning it.

All of Me is a 32-bar standard form with two larger internal 16-bar sections which can be viewed as creating an AB structure (or perhaps more accurately AA’, where the second A’, or “A prime,” is considered as a variation or elaboration of the first A). It’s even more useful and descriptive to further breakdown the two 16-bar sections into four discrete subsections of 8 measures each, and you end up with a classic “Great American Songbook” form: ABAC.

Simply knowing the song’s formal structure simplifies and speeds up the practical process of learning this tune. You only really need to memorize three 8-bar phrases (the A, B, and C sections): that’s a very manageable amount of information!

This type of formal analysis is also a great way to give yourself a useful overall framework which allows you to easily keep track of your place in the tune. Knowing the form will also help you to relate your improvisations to the overall structure of the tune. It’s easier to create a compelling overall shape, structure, or “arc” with your solos when you have a good grasp of the formal structure of the tune!

The next part of internalizing the form is to analyze what major key centers the song visits. Let’s look at the general key centers of “All of Me” as I think of them:

Bars 1-2 are in the key of the I, C major.

Bars 3-8 are a big tonicization in the key of the II- (D minor), with the E7 acting as a II7 and the A7 is a V7 in the key of the II- (D minor).

Bars 9-12 are a tonicization in the key of the relative minor, or VI- (A minor), with the E7 acting as a V7 in the key of the VI- (V7 of A minor).

Bars 13-14 are another temporary tonicization, where the V7 (D7) in the key of the V (D7) – the II7 functions in this case to create suspense and surprise as the ear expects a cadence in the key of the V, but that expectation is thwarted and the II7 sidesteps into its parallel minor (II-, D minor) and becomes the II in a II-V-I turnaround.

Bars 15-18 are a II-V-I back in the home key of C major.

Bars 19-24 are the same as bars 3-8.

Bars 25-32 are back in the key of the I (C major) and feature the IV, IV- (a “mode mixture” where the minor IV chord is borrowed from the minor key – the IV in C- is F-), and then a III-, VI7, II-, V7, I closing cadence.

Go Deeper: See How the Harmony and Melody Progress in Recurring Patterns

All of Me features some clear melodic/harmonic units and some typical harmonic moves you’ll find again and again in jazz language.

For example, this tune demonstrates three of the most common uses of a II chord (both the II minor and the II dominant 7) in a jazz song. It is very paradigmatic for a standard jazz tune to:

1) Temporarily tonicize the II minor where you get a V7 to I- progression in the key of II minor (for just one other famous example of this, check out the Brooks Bowman’s “East of the Sun”). This happens in bars 5-8 of All of Me.

2) Land on the II7, often a II7(#11), especially before a turnaround at the end of the first “A” section – which is another sort of temporary tonicization, where the “V7 in the key of the V” is emphasized to create harmonic drama and suspense – the ear wonders if there will be a cadence in the key of the V or not (sometimes a VI- precedes the II7, thus further adding to the illusion of a II-V in the key of the V – just two famous examples of this move would include bebop standard “Donna Lee” and George Gershwin’s “A Foggy Day”). This happens in bars 13-14 of “All of Me.”

3) Use the II minor in a II-V-I in the key of the tonic (the II- to V7 to I progression is probably the single most common chord progression in jazz and is therefore appropriately given a lot of attention – you’d be hard pressed to find a single jazz standard that doesn’t feature at least one II-V-I, but just to give a concrete example, check out “All the Things You Are” for a tune saturated with II-V-Is in various key centers). This happens in bars 15-18 and 29-32 of “All of Me.”

Three other harmonic devices in All of Me which are super common in jazz standards:

1) A move to III major or III dominant 7 (III7 is often used as the V7 in a cadence in the key of the VI to temporarily tonicize VI major, VI7, or VI- and is commonly found in the complete cycle of ascending 4ths/descending 5ths – or a fragment of it. The full cycle of 5ths is: IV major or dom. 7, VII– or half diminished or dom., III– or half diminished or dom. 7, VI– or dominant 7, II– or dominant 7, V7, I). The move to III7 happens in bars 3-4, 9-10, and 19-20 of “All of Me.” In bars 9-12, the III7 is used as a V7 in a V-I cadence in the key of VI- which is yet another common jazz harmonic device (just one example of another tune which prominently temporarily tonicizes the VI- is Jule Styne’s “Time After Time”).

2) A move to IV major then its parallel minor, IV minor (just two other examples of tunes that do this include Harry Warren’s September in the Rain” and Erroll Garner’s Misty .

3) A III minor, VI7, II minor, V7, I conclusion to a tune (like II-V-I’s, this move is so common in jazz it’s almost silly to cite a specific example, but for the sake of an actual reference, check out Harry Warren’s There Will Never Be Another You). The III-VI-II-V-I happens in bars 27-32 of “All of Me.”

Be perpetually on the lookout for these typical harmonic moves! The more you see these recurring patterns in jazz standards, the easier it is to learn new tunes by “chunking,” to group tunes in your memory based on their shared harmonic devices, and to see the context and implications of a song’s chords, which helps you to improvise more masterfully since you can see where the harmony is going and how all the chords relate to each other and imply certain key centers.

Use the Guide-tones

Finally, here are the key “notes of interest” as I call them – the major pitches or guide-tones that outline the voice-leading and create big harmonic movements that you definitely want to catch (at least most of the time) when playing over this tune.

For visual learners, here’s a sample of what I call a “skeleton” guide-tone structure for “All of Me.” This “skeleton” melody is one example of a basic melodic outline or plan which includes a lot of the key pitches (or “guide-tones”) that help to define the song’s harmony. You can use this skeletal structure to help guide you as you create and build your own improvised melodies.

Take the pitches outlined in the “skeleton” melody below and use them as a starting point to create your own melodic variations by adding/subtracting pitches, changing the notes and rhythm around, and by adding passing tones, scales, arpeggios, etc. between the basic guide-tone structure. Also, the “notes of interest” listed above are marked with an asterisk (*).

The G# in bars 3-4, 9-10, and 19-20 is key – you can use E Mixolydian or A harmonic minor starting from E on these chords.

The C# in bars 5-6, 21-22, and 28 is key – you can use A Mixolydian, A altered, the Bb (whole-half) diminished scale starting from A, or D harmonic minor starting from A on these chords.

The F# in bars 13-14 – D Mixolydian or D7(#11) [A melodic minor played from D) are best here.

The Ab (and Eb) in bar 26 – F Dorian works best here.

That was a lot of information, but if you spend some time analyzing this tune and working on some of the concepts I’ve provided, you can set yourself up for success in your improvisation. Happy practicing!

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Josiah Boornazian is a saxophonist, composer, educator, and scholar primarily active in New York City, Miami, and California. He has performed with a wide variety of jazz artists including Jimmy Heath, John Faddis, Dave Holland, Dave Liebman, Diane Schuur, Dave Grusin, Arturo Sandoval, the New York Voices, Tom Scott, Chris Potter, David Binney, Wayne Krantz, Ari Hoenig, Donny McCaslin, and the Gil Evans Orchestra. As a composer, Josiah has been commissioned to write for groups far and wide, including ensembles in California, New York, Texas, and Istanbul, Turkey. Josiah holds a Master of Arts degree in music from the City University of New York's City College campus and a Bachelor of Music degree from California State University, Northridge. In 2016, he began pursuing a Doctor of Musical Arts degree at the University of Miami's Frost School of Music as a Henry Mancini Fellow. As an educator, Josiah has taught on faculty at the City College of New York and given masterclasses at various colleges and high schools across the country. He currently teaches at the University of Miami part-time as a graduate assistant. As a scholar, Josiah was awarded a Björn Bärnheim Research Fellowship at the Hogan Jazz Archive during the 2017-2018 academic year. For more information, please visit


  1. HI,
    "Bars 3-8 are a big tonicization in the key of the II- (D minor), with the E7 acting as a II7 and the A7 is a V7 in the key of the II- (D minor)"

    Looking at the chords E7,A7 and the chord that proceeded it Cmaj7, maybe I missed a lesson, but I don't see what the concept is here: "big tonicization in the key of the II". Could you drill into this more, or point me to a reference on how you derived this, or maybe both. Thanks

  2. Great post. Very helpful to see how the key centers move and get an idea of the signposts that are there. I think there is an error in the full cycle of 5ths listed under "1) A move to III major…": the second to last chord in the cycle is listed as VI7. I think you meant V7.

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