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.

The tune can actually be thought of as an AABA’ form.  The majority of the melody is a sequence of 3rds and 7ths, a motif that weaves through the changes in harmony.  The first A section (8 bars) moves through through the keys of Ab and C Major (the first chord of the tune is F minor, which is the vi chord in the key of Ab).

The 2nd A section (8 bars) is EXACTLY the same as the first 8 bars, only through the new keys of  Eb and G Major instead of Ab and C.  At first glance the 2nd set of 8 bars seems like a completely different section from the first 8 bars, but it’s really just a restatement of the theme in a new key (or rather 2 new keys).  The parallel structure of the 2nd A section to the 1st A section is part of the genius of the tune, and it’s also part of what makes the changes so nice.   When you are improvising, try to see if you can highlight some of the parallel structure between the first two A sections by developing your ideas through the whole tune, moving motifs through the different keys, just as the melody is a motif that develops throughout the harmony.

The bridge of the tune (8 bars) moves is in G and E major, and the last A section is 12 bars based on the first A section.  The tune ends with a minor ii-V-I turnaround to F minor, which is the first chord of the tune, also the vi chord in the key of Ab.  All the Things You Are has some great changes that can be tough to navigate at first, but it’s well worth the effort to learn to navigate these beautiful changes.

If you want more info on All the Things You Are, click to see Brent Jensen’s series, Seven Steps to Heaven

Play Along

Videos to learn the melody/changes