"All the Things You Are" is a song composed by

Jerome Kern Jerome David Kern (January 27, 1885 – November 11, 1945) was an American composer of musical theatre and popular music. One of the most important American theatre composers of the early 20th century, he wrote more than 700 songs, used in ove ...

with lyrics written by

Oscar Hammerstein II Oscar Greeley Clendenning Hammerstein II (; July 12, 1895 – August 23, 1960) was an American lyricist, librettist, theatrical producer, and (usually uncredited) director in the musical theater for almost 40 years. He won eight Ton ...

. The song was written for the musical ''

Very Warm for May ''Very Warm for May'' is a musical composed by Jerome Kern, with a libretto by Oscar Hammerstein II. It was the team's final score for Broadway, following their hits ''Show Boat'', '' Sweet Adeline'', and '' Music in the Air''. It marked a return ...

'' (1939)"Jerome Kern"
. Songwriters Hall of Fame and was introduced by

Hiram Sherman Hiram Sherman (February 11, 1908 – April 11, 1989) was an American actor. Biography Hiram Sherman was born in Boston, Massachusetts. His father, Clifford Leon Sherman, worked in the art department of ''The Boston Globe''. He made his Bro ...

Frances Mercer Frances Mercer (October 21, 1915 – November 12, 2000) was an American film actress. Biography She appeared in the films ''Vivacious Lady'', ''Blind Alibi'', '' Crime Ring'', ''Smashing the Rackets'', ''The Mad Miss Manton'', '' Annabel Take ...

Hollace Shaw Hollace Shaw (July 24, 1913 – March 2, 1976) was a coloratura soprano who performed on old-time radio and on the stage. Early years Shaw was born in Fresno, California.DeLong, Thomas A. (1996). ''Radio Stars: An Illustrated Biographical Dicti ...

, and Ralph Stuart. It appeared in the film ''

Broadway Rhythm ''Broadway Rhythm'' (1944) is a Metro-Goldwyn-Mayer Technicolor musical film. It was produced by Jack Cummings and directed by Roy Del Ruth. The film was originally announced as ''Broadway Melody of 1944'' to follow MGM's ''Broadway Melody' ...

'' (1944) when it was sung by

Ginny Simms Virginia Ellen SimmsSleeve notes from ''Ginny Simms – I'd Like To Set You To Music'', Jasmine JASCD 118, 2001. (May 25, 1913 – April 4, 1994) was an American popular singer and film actress. Simms sang with big bands and with Dinah Shore, ...

, and again in the Kern biopic ''

Till the Clouds Roll By ''Till The Clouds Roll By'' is a 1946 American Technicolor musical film produced by Metro-Goldwyn-Mayer. A fictionalized biopic of composer Jerome Kern, portrayed by Robert Walker, Kern was originally involved with the production, but died before ...

'' (1946), sung by Tony Martin. Popular recordings of the song in 1939 were by

Tommy Dorsey Thomas Francis Dorsey Jr. (November 19, 1905 – November 26, 1956) was an American jazz trombonist, composer, conductor and bandleader of the big band era. He was known as the "Sentimental Gentleman of Swing" because of his smooth-toned trombo ...

and His Orchestra (vocal by Jack Leonard),

Artie Shaw Artie Shaw (born Arthur Jacob Arshawsky; May 23, 1910 – December 30, 2004) was an American clarinetist, composer, bandleader, actor and author of both fiction and non-fiction. Widely regarded as "one of jazz's finest clarinetists", Shaw led ...

and His Orchestra (vocal by

Helen Forrest Helen Forrest (born Helen Fogel, April 12, 1917 – July 11, 1999) was an American singer of traditional pop and swing music. She served as the "girl singer" for three of the most popular big bands of the Swing Era (Artie Shaw, Benny Goodm ...

) and Frankie Masters and His Orchestra (vocal by Harlan Rogers). The song has been recorded by a plethora of artists.

Form and harmony

Its verse is rarely sung in the 2020s, but the chorus has become a favorite with many jazz musicians. The chorus is a 36-measure AA₂BA₃ form with two twists on the usual 32-bar AABA song-form: A₂ transposes the initial A section down a fourth, while the final A₃ section adds an extra four bars. Note: The harmonic analysis demonstrates a functional chord progression using the

circle of fifths In music theory, the circle of fifths is a way of organizing the 12 chromatic pitches as a sequence of perfect fifths. (This is strictly true in the standard 12-tone equal temperament system — using a different system requires one interval of ...

. This type of progression generally relies on the roots of the chords being a 4th apart. Taking the main key of measures 1 to 5 as A-flat major, the chords can be considered as vi–ii–V–I–IV in A-flat major. (Fm7 is the sixth degree in A; Bm7 is second degree in A, etc.) Using a delay cycle, D being the

tritone substitution The tritone substitution is a common chord substitution found in both jazz and classical music. Where jazz is concerned, it was the precursor to more complex substitution patterns like Coltrane changes. Tritone substitutions are sometimes used i ...

for G7, the last 3 bars of the A section modulates to the key of C major temporarily. ---- The chords of the A₂ section precisely echo those of the initial eight measure A section, except the roots of each chord in the initial A section are lowered (transposed down) by a perfect 4th. Thus, Fm7 in A becomes Cm7 in A₂, Bm7 becomes Fm7, E7 becomes B7, etc. In the same vein, the melody sung over A₂ is identical to the A section melody, though every note is also lowered by a perfect 4th. ---- The bridge of this piece, section B, is another example of a functional chord progression in the keys of G major and E Major. In bars 1-4 of this section, it is a simple

ii–V–I progression The ii–V–I progression ("two–five–one progression") (occasionally referred to as ii–V–I turnaround, and ii–V–I) is a common cadential chord progression used in a wide variety of music genres, including jazz harmony. It is a succ ...

. Using a common chord substitution, the Fº chord in measure 5 functions as viiº in the key of G major and iiº in the key of E minor. Then using simple modal mixture, the B7 chord is used to bridge from E minor to E major in bar 7. (Note: although there is no E minor chord in the composition during this section, it is important to note the relationship of the Fº chord to E major. Without the technique of modal mixture, the use of major tonalities and minor tonalities simultaneously, E minor & E major, the F would have been simply minor and introduced an additional pitch, C to the harmony.) The E major 7 voice leads smoothly to C7 altered; for example, lowering the B to B forms Emaj75, or rootless C759. ---- The first five measures of A₃ are identical to the initial 8 measure long A and A₂ sections. In the 6th measure, A₃ takes a new path that does not come to an end until the 12th measure of the section. The G7 or D minor chord in measure 6 is a borrowed chord from A minor. The modulations in this song are unusual for a pop song of the period and present challenges to a singer or improviser, including a semitone modulation that ends each A section (these modulations start with measure 6 in the A and A₂ sections and measure 9 of the A₃ section), and a striking use of enharmonic substitution at the turnaround of the B section (last two measures of the B Section), where the G melody note over a E major chord turns into an A over the F minor 7 of measure 1 of section A₃. Because of its combination of a strong melody and challenging but logical chord structure, "All the Things You Are" has become a popular jazz standard. Its

changes Changes may refer to: Books * ''Changes'', the 12th novel in Jim Butcher's ''The Dresden Files'' Series * ''Changes'', a novel by Danielle Steel * ''Changes'', a trilogy of novels on which the BBC TV series was based, written by Peter Dickinson ...

have been used for such

contrafact A contrafact is a musical work based on a prior work. The term comes from classical music and has only since the 1940s been applied to jazz, where it is still not standard. In classical music, contrafacts have been used as early as the parody ma ...

tunes as "Bird of Paradise" by

Charlie Parker Charles Parker Jr. (August 29, 1920 – March 12, 1955), nicknamed "Bird" or "Yardbird", was an American jazz saxophonist, band leader and composer. Parker was a highly influential soloist and leading figure in the development of bebop, a form ...

, "Prince Albert" by Kenny Dorham, and "Boston Bernie" by

Dexter Gordon Dexter Gordon (February 27, 1923 – April 25, 1990) was an American jazz tenor saxophonist, composer, bandleader, and actor. He was among the most influential early bebop musicians, which included other greats such as Charlie Parker, Dizzy Gi ...

. "Thingin'" by Lee Konitz introduced a further harmonic twist by transposing the chords of the second half of the tune by a

tritone In music theory, the tritone is defined as a musical interval composed of three adjacent whole tones (six semitones). For instance, the interval from F up to the B above it (in short, F–B) is a tritone as it can be decomposed into the three adj ...

. The verses start with these lines: :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

Other versions

with Jack Leonard (1939) * Adelaide Hall's recording of the song reached #26 in the U.K. singles chart in December, 1940. *

with

(1939) * Tony Martin - ''All the Things You Are / It's a Blue World'' (1940) * Dizzy Gillespie with

(1945, 1953) * Charlie Parker with Miles Davis – "Bird of Paradise" (1947) * Modern Jazz Quartet ''The Modern Jazz Quartet Quintet recorded 1952 and 1954'' (Prestige) * Chet Baker Quartet with Russ Freeman - ''

Chet Baker Quartet featuring Russ Freeman ''Chet Baker Quartet featuring Russ Freeman'' is an album by jazz trumpeter Chet Baker originally recorded in 1953 and released as a 10-inch LP on the Pacific Jazz label.

'' (1953) *

Art Pepper Arthur Edward Pepper Jr. (September 1, 1925 – June 15, 1982) was an American alto saxophonist and very occasional tenor saxophonist and clarinetist. Active in West Coast jazz, Pepper came to prominence in Stan Kenton's big band. He was known ...

- '' Art Pepper with Warne Marsh'' (1956) Released 1986 *

Johnny Griffin John Arnold Griffin III (April 24, 1928 – July 25, 2008) was an American jazz tenor saxophonist. Nicknamed "the Little Giant" for his short stature and forceful playing, Griffin's career began in the mid-1940s and continued until the month of ...

with

John Coltrane John William Coltrane (September 23, 1926 – July 17, 1967) was an American jazz saxophonist The saxophone (often referred to colloquially as the sax) is a type of single-reed woodwind instrument with a conical body, usually made of br ...

and

Lee Morgan Edward Lee Morgan (July 10, 1938 – February 19, 1972) was an American jazz trumpeter and composer. One of the key hard bop musicians of the 1960s, Morgan came to prominence in his late teens, recording on John Coltrane's '' Blue Train'' (1 ...

– '' A Blowing Session'' (1957) * Billy Butterfield and Ray Conniff - ''

Conniff Meets Butterfield ''Conniff Meets Butterfield'' is an album by band leader Ray Conniff and trumpeter Billy Butterfield. It was released in 1959 on the Columbia label (catalog no. CS-8155). The album debuted on '' Billboard'' magazine's popular albums chart on D ...

'' (1959) * Bill Evans Trio - '' At Shelly's Manne-Hole'' (1963) *

Ella Fitzgerald Ella Jane Fitzgerald (April 25, 1917June 15, 1996) was an American jazz singer, sometimes referred to as the "First Lady of Song", "Queen of Jazz", and "Lady Ella". She was noted for her purity of tone, impeccable diction, phrasing, timing, in ...

- '' Ella Fitzgerald Sings the Jerome Kern Song Book'' (1963) * Sonny Rollins and

Coleman Hawkins Coleman Randolph Hawkins (November 21, 1904 – May 19, 1969), nicknamed "Hawk" and sometimes "Bean", was an American jazz tenor saxophonist.Yanow, Scot"Coleman Hawkins: Artist Biography" AllMusic. Retrieved December 27, 2013. One of the first p ...

with

Paul Bley Paul Bley, CM (November 10, 1932 – January 3, 2016) was a jazz pianist known for his contributions to the free jazz movement of the 1960s as well as his innovations and influence on trio playing and his early live performance on the Moog and ...

– '' Sonny Meets Hawk!'' (1963) *

Baden Powell (guitarist) Baden Powell de Aquino (; 6 August 1937 – 26 September 2000), known professionally as Baden Powell, was a Brazilian guitarist. He combined classical techniques with popular harmony and swing. He performed in many styles, including bossa nov ...

- ''Tristeza On Guitar'' (1967) *

Barbra Streisand Barbara Joan "Barbra" Streisand (; born April 24, 1942) is an American singer, actress and director. With a career spanning over six decades, she has achieved success in multiple fields of entertainment, and is among the few performers List ...

- ''

Simply Streisand ''Simply Streisand'' (1967) is the ninth studio album released by American singer Barbra Streisand. The album was released simultaneously with '' A Christmas Album'' and was Streisand's first that failed to chart in the Top 10 of the ''Billboard' ...

'' (1967) * Stan Getz - '' The Song Is You (Stan Getz album)'' (1969) *

Michael Jackson Michael Joseph Jackson (August 29, 1958 – June 25, 2009) was an American singer, songwriter, dancer, and philanthropist. Dubbed the "King of Pop", he is regarded as one of the most significant cultural figures of the 20th century. Over a ...

- '' Music And Me'' (1973) * Dave Brubeck with

Anthony Braxton Anthony Braxton (born June 4, 1945) is an American experimental composer, educator, music theorist, improviser and multi-instrumentalist who is best known for playing saxophones, particularly the alto. Braxton grew up on the South Side of Ch ...

and Lee Konitz – '' All the Things We Are'' (1974) *

Gerry Mulligan Gerald Joseph Mulligan (April 6, 1927 – January 20, 1996), also known as Jeru, was an American jazz saxophonist, clarinetist, composer and arranger. Though primarily known as one of the leading jazz baritone saxophonists—playing the instrum ...

– ''Mullenium'' (1977) *

Woody Shaw Woody Herman Shaw Jr. (December 24, 1944 – May 10, 1989) was an American jazz trumpeter, flugelhornist, cornetist, composer, arranger, band leader, and educator. Shaw is widely known as one of the most important and influential jazz trumpet ...

with

Bobby Hutcherson Robert Hutcherson (January 27, 1941 – August 15, 2016) was an American jazz vibraphone and marimba player. "Little B's Poem", from the 1966 Blue Note album '' Components'', is one of his best-known compositions.Huey, Steve. "Components – Bob ...

– '' Night Music'' (1982) * Keith Jarrett – '' Standards, Vol. 1'' (1983) * Larry Coryell – ''Shining Hour'' (1989) *

Gonzalo Rubalcaba Gonzalo Rubalcaba (born May 27, 1963) is an Afro-Cuban jazz pianist and composer. Early life Rubalcaba was born Gonzalo Julio González Fonseca in Havana, Cuba into a musical family. He adopted his great grandmother's name for professional use, ...

with

Charlie Haden Charles Edward Haden (August 6, 1937 – July 11, 2014) was an American jazz double bass player, bandleader, composer and educator whose career spanned more than 50 years. In the late 1950s, he was an original member of the ground-breaking ...

and

Paul Motian Stephen Paul Motian (March 25, 1931 – November 22, 2011) was an American jazz drummer, percussionist, and composer. Motian played an important role in freeing jazz drummers from strict time-keeping duties. He first came to prominence in the ...

– ''Discovery'' (1990) * Sylvia McNair and André Previn - '' Sure Thing: The Jerome Kern Songbook'' (1994) *

Phil Woods Philip Wells Woods (November 2, 1931 – September 29, 2015) was an American jazz alto saxophonist, clarinetist, bandleader, and composer. Biography Woods was born in Springfield, Massachusetts. After inheriting a saxophone at age 12, he began ...

with

Vincent Herring Vincent Dwayne Herring (born November 19, 1964) is an American jazz saxophonist, flautist, composer, and educator. Known for his fiery and soulful playing in the bands of Horace Silver, Freddie Hubbard, and Nat Adderley in the earlier stages of h ...

and Antonio Hart – ''

Alto Summit ''Alto Summit'' is an album by saxophonists Lee Konitz, Pony Poindexter, Phil Woods and Leo Wright recorded in West Germany in 1968 and released on the MPS label. The album was released in the US on Prestige Records. *

Brad Mehldau Bradford Alexander Mehldau (; born August 23, 1970) is an American jazz pianist, composer, and arranger. Mehldau studied music at The New School, and toured and recorded while still a student. He was a member of saxophonist Joshua Redman's Qua ...

– '' Art of the Trio 4: Back at the Vanguard'' (1999) *

Bud Shank Clifford Everett "Bud" Shank Jr. (May 27, 1926 – April 2, 2009) was an American alto saxophonist and flautist. He rose to prominence in the early 1950s playing lead alto and flute in Stan Kenton's Innovations in Modern Music Orchestra and thro ...

* Carly Simon - ''

Moonlight Serenade "Moonlight Serenade" is an American swing ballad composed by Glenn Miller with subsequent lyrics by Mitchell Parish. It was an immediate phenomenon when released in May 1939 as an instrumental arrangement, though it had been adopted and perfo ...

'' (2005) *

Will Young William Robert Young (born 20 January 1979) is a British singer-songwriter and actor who came to prominence after winning the 2002 inaugural series of the ITV talent contest '' Pop Idol'', making him the first winner of the worldwide '' Idol ...

- OST of ''

Mrs Henderson Presents ''Mrs Henderson Presents'' is a 2005 biographical musical film directed by Stephen Frears and written by Martin Sherman. It stars Judi Dench, Bob Hoskins, Kelly Reilly, and Will Young (in his acting debut). It tells the true story of Laura He ...

'' (2005) *

Lennie Tristano Leonard Joseph Tristano (March 19, 1919 – November 18, 1978) was an American jazz pianist, composer, arranger, and teacher of jazz improvisation. Tristano studied for bachelor's and master's degrees in music in Chicago before moving to New Yo ...

* John McGlinn, conductor, London Sinfonietta, Ambrosian Chorus and soloists, original 1939 orchestration by Robert Russell Bennett. EMI Records Ltd. 1992

References

External links

"All the Things You Are" for Jazz Guitar
{{DEFAULTSORT:All The Things You Are 1939 songs Songs from musicals Songs with music by Jerome Kern Songs with lyrics by Oscar Hammerstein II 1930s jazz standards Jazz compositions in A-flat major Pop standards Irene Dunne songs

Form and harmony

Other versions

See also

References

External links