I’ve been fascinated by this jazz standard ever since I was in high school. I was at the Lionel Hampton jazz festival in Moscow, Idaho, which is the biggest jazz festival in the world by student participants. I still remember hearing the Outstanding High School soloists on each instrument jam on this tune with no music at the evening concert. They sounded incredible. I HAD to learn this tune!

The last 5 bars have so many different changes on different recordings that it’s impossible to say what the “right” changes are. I have chosen to go with the Chet Baker/Oscar Peterson changes. You can’t argue with Oscar Peterson! The George Benson changes in the last 5 bars are probably closest to the changes written in the Real Book, although any of the recordings below have acceptable changes as long as the players agree by either talking about it or by listening. If they must use a chart, then it’s better to use the same chart.

30 Stepsto Better Jazz Playing

Videos to learn the melody/changes


  1. Camden,

    This is a wonderful site and a wonderful tune. I played it 30 years ago in a college Jazz band and it is one of my favorites. Having a rhythm section to play along with is a nice touch. Keep up the good work.


    • Hi Shaggy, the first place to start is Eb Major or Eb Major pentatonic. Those are good as a starting place, and if you use your ear you can sound like you are hitting most of the changes with either or those. After you have a good handle on that it’s good to start expanding your vocabulary.

      Each chord technically has it’s own scale. Over the minor ii-V-i Dm7b5, G7, Cm7, you can consider using the C harmonic minor pitch collection. (I say pitch collection rather than scale to emphasize that we want to create good melodies with the notes consonant with the chord.) The Bb-7 Eb7 AbMaj7 is a ii-V-I in Ab, and so improvising from the Ab Major scale pitch collection is appropriate. Over the Db7 you can use either the Db7 Mixolydian pitch collection or Ab melodic minor (melodic minor a 5th down from the root). Over the F7, try F mixolydian or C melodic minor. The rest of it is pretty much Eb Major material, except for the Ab7. I might choose Eb melodic minor to over the Ab7 change because it highlights the Gb (7th of the chord), Bb (9th of the chord), D (#11th of the chord), and F (13th of the chord), although just emphasizing the Gb on that chord might be easier to think about because that chord is only 2 beats before returning to the Eb major pitch collection. I hope this helps!

  2. Thank you Ellie! I know what you mean, those are great recordings. I’m a big Chet Baker fan myself, and you can never go wrong with Count Basie. I’ll see you in one week at the Great Basin Jazz Camp!

  3. Thanks so much for posting this tune, Camden! It’s really one of my favorites! My favorite version you have posted of this is probably either the Chet Baker version or the Count Basie one. I really appreciate all the effort you put into your website. Thanks again!

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