"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 ...

. The song was written for the musical '' Very Warm for May'' (1939)"Jerome Kern"
. Songwriters Hall of Fame and was introduced by Hiram Sherman, Frances Mercer, Hollace Shaw, and

Ralph Stuart Ralph (pronounced ; or ,) is a male given name of English, Scottish and Irish origin, derived from the Old English ''Rædwulf'' and Radulf, cognate with the Old Norse ''Raðulfr'' (''rað'' "counsel" and ''ulfr'' "wolf"). The most common forms ...

. It appeared in the film '' Broadway Rhythm'' (1944) when it was sung by Ginny Simms, and again in the Kern biopic '' Till the Clouds Roll By'' (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 and His Orchestra (vocal by Helen Forrest) and

Frankie Masters Frankie Masters (born Frank E. Masterman; April 12, 1904 – October 28, 1990) was a big band leader. Elected to the American Federation of Musicians, Local 10 in Chicago, on February 13, 1924, Masters's performance career endured through the 197 ...

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. 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 A-flat major (or the key of A-flat) is a major scale based on A, with the pitches A, B, C, D, E, F, and G. Its key signature has four flats. The A-flat major scale is: : Its relative minor is F minor. Its parallel minor, A-flat m ...

, 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 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. 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 A borrowed chord (also called mode mixture,Romeo, Sheila (1999). ''Complete Rock Keyboard Method: Mastering Rock Keyboard'', p. 42. . Bouchard, Joe and Romeo, Sheila (2007). ''The Total Rock Keyboardist'', p. 120. Alfred Music. . modal mixture, ...

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 In modern musical notation and tuning, an enharmonic equivalent is a note, interval, or key signature that is equivalent to some other note, interval, or key signature but "spelled", or named differently. The enharmonic spelling of a writte ...

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 Jazz standards are musical compositions that are an important part of the musical repertoire of jazz musicians, in that they are widely known, performed, and recorded by jazz musicians, and widely known by listeners. There is no definitive li ...

. Its changes have been used for such contrafact 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 McKinley Howard "Kenny" Dorham (August 30, 1924 – December 5, 1972) was an American jazz trumpeter, singer, and composer. Dorham's talent is frequently lauded by critics and other musicians, but he never received the kind of attention or public ...

, and "Boston Bernie" by Dexter Gordon. "Thingin'" by

Lee Konitz Leon Konitz (October 13, 1927 – April 15, 2020) was an American composer and alto saxophonist. He performed successfully in a wide range of jazz styles, including bebop, cool jazz, and avant-garde jazz. Konitz's association with the cool j ...

introduced a further harmonic twist by transposing the chords of the second half of the tune by a tritone. 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 Adelaide Louise Hall (20 October 1901 – 7 November 1993) was an American-born UK-based jazz singer and entertainer. Her long career spanned more than 70 years from 1921 until her death and she was a major figure in the Harlem Renaissance. Hal ...

's recording of the song reached #26 in the U.K. singles chart in December, 1940. * Artie Shaw with Helen Forrest (1939) * Tony Martin - ''All the Things You Are / It's a Blue World'' (1940) *

Dizzy Gillespie John Birks "Dizzy" Gillespie (; October 21, 1917 – January 6, 1993) was an American jazz trumpeter, bandleader, composer, educator and singer. He was a trumpet virtuoso and improviser, building on the virtuosic style of Roy Eldridge but a ...

with

(1945, 1953) * Charlie Parker with Miles Davis – "Bird of Paradise" (1947) *

Modern Jazz Quartet The Modern Jazz Quartet (MJQ) was a jazz combo established in 1952 that played music influenced by classical, cool jazz, blues and bebop. For most of its history the Quartet consisted of John Lewis (piano), Milt Jackson (vibraphone), Percy ...

''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 know ...

- ''

Art Pepper with Warne Marsh ''Art Pepper with Warne Marsh'' is an album by alto saxophonist Art Pepper and tenor saxophonist Warne Marsh which was recorded in 1956 but not released on the Contemporary label in Japan until 1986. The rhythm section is pianist Ronnie Ball, bass ...

'' (1956) Released 1986 * Johnny Griffin with John Coltrane 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'' ...

– '' A Blowing Session'' (1957) *

Billy Butterfield Charles William Butterfield (January 14, 1917 – March 18, 1988) was an American jazz bandleader, trumpeter, flugelhornist, and cornetist. Early years Charles William Butterfield was born in Middletown, Ohio and attended high school in Wyomin ...

and

Ray Conniff Joseph Raymond Conniff (November 6, 1916 – October 12, 2002) was an American bandleader and arranger best known for his Ray Conniff Singers during the 1960s. Biography Conniff was born November 6, 1916 in Attleboro, Massachusetts, United St ...

- '' Conniff Meets Butterfield'' (1959) *

Bill Evans Trio William John Evans (August 16, 1929 – September 15, 1980) was an American jazz pianist and composer who worked primarily as the leader of his trio. His use of impressionist harmony, interpretation of traditional jazz repertoire, block ch ...

- ''

At Shelly's Manne-Hole ''At Shelly's Manne-Hole'' (or more completely, ''Bill Evans Trio at Shelly's Manne-Hole, Hollywood, California'') is a live album by American jazz pianist Bill Evans, released in 1963 as his last recording for the Riverside label. The trio featu ...

'' (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 ''Ella Fitzgerald Sings the Jerome Kern Song Book'' is a 1963 studio album by the American jazz singer Ella Fitzgerald accompanied by an orchestra arranged and conducted by Nelson Riddle. The album focuses on the songs of the composer Jerome Ker ...

'' (1963) *

Sonny Rollins Walter Theodore "Sonny" Rollins (born September 7, 1930) is an American jazz tenor saxophonist who is widely recognized as one of the most important and influential jazz musicians. In a seven-decade career, he has recorded over sixty albums as a ...

and Coleman Hawkins with Paul Bley – ''

Sonny Meets Hawk! ''Sonny Meets Hawk!'' is a 1963 album by jazz saxophonist Sonny Rollins, with Coleman Hawkins appearing as guest artist. It was recorded at RCA Victor Studio "B" in New York City on July 15 and 18, 1963. The album features some of Rollins's most ...

'' (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 nova, ...

- ''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 awar ...

- '' Simply Streisand'' (1967) *

Stan Getz Stanley Getz (February 2, 1927 – June 6, 1991) was an American jazz saxophonist. Playing primarily the tenor saxophone, Getz was known as "The Sound" because of his warm, lyrical tone, with his prime influence being the wispy, mellow timbre ...

- '' 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 ...

- '' Music And Me'' (1973) *

Dave Brubeck David Warren Brubeck (; December 6, 1920 – December 5, 2012) was an American jazz pianist and composer. Often regarded as a foremost exponent of cool jazz, Brubeck's work is characterized by unusual time signatures and superimposing contrasti ...

with Anthony Braxton and

– '' 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 – '' Night Music'' (1982) *

Keith Jarrett Keith Jarrett (born May 8, 1945) is an American jazz and classical music pianist and composer. Jarrett started his career with Art Blakey and later moved on to play with Charles Lloyd and Miles Davis. Since the early 1970s, he has also been a ...

– ''

Standards, Vol. 1 ''Standards, Vol. 1'' is a 1983 album of jazz performances that marked the starting point of the Keith Jarrett's " Standards Trio" in collaboration with Gary Peacock on double bass and Jack DeJohnette on drums. It was recorded during two long ses ...

'' (1983) *

Larry Coryell Larry Coryell (born Lorenz Albert Van DeLinder III; April 2, 1943 – February 19, 2017) was an American jazz guitarist. Early life Larry Coryell was born in Galveston, Texas, United States. He never knew his biological father, a musician. He ...

– ''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 and Paul Motian – ''Discovery'' (1990) * Sylvia McNair and

André Previn André George Previn (; born Andreas Ludwig Priwin; April 6, 1929 – February 28, 2019) was a German-American pianist, composer, and conductor. His career had three major genres: Hollywood films, jazz, and classical music. In each he achieved ...

- '' Sure Thing: The Jerome Kern Songbook'' (1994) * Phil Woods with Vincent Herring and

Antonio Hart Antonio Hart (born September 30, 1968) is a jazz alto saxophonist. He attended the Baltimore School for the Arts, studied with Andy McGhee at Berklee College of Music, and has a master's degree from Queens College, City University of New York. H ...

– ''

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

Carly Simon Carly Elisabeth Simon (born June 25, 1943) is an American singer-songwriter, memoirist, and children's author. She rose to fame in the 1970s with a string of hit records; her 13 Top 40 U.S. hits include " Anticipation" (No. 13), " The Right Th ...

- '' Moonlight Serenade'' (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'' (2005) * Lennie Tristano * 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