top of page

Analysis & Tips: All The Things You Are

There can be no better choice for our inaugural jazz standard than Jerome Kern’s All The Things You Are. This standard has proven itself one of the most enduringly popular among jazz musicians, and it's an essential tune to have in your repertoire for jam sessions.

In the bebop era and beyond, All The Things You Are was regarded as a yardstick against which musicians could measure their improvising ability. Now it’s your turn...


In this blog post, we’re going to indulge in a bit of analysis. Hopefully this will prove useful to some of you, but if theorizing is not your thing, or you just want to get the track on and play, then by all means go ahead...


If you’re still with us, let’s start by taking a look at the structure of the composition...


All The Things You Are remains close to the classic AABA form that is common to many jazz standards (simply put, an AABA tune consists of two identical sections, followed by a different section (B), before the original section (A) is played once more) while also offering a couple of significant twists. The second A section is identical to the first but the whole thing is transposed down by a fourth. The final A section starts out the same as the first, but takes a detour and adds an extra 4 bars (sometimes referred to as a ‘tag’) to the expected 8 bar form, resulting in a 36 bar chorus length.

If this tune is new to you, some good ways to learn the form and to get to the point where you feel it as you play (rather than have to read or count it) are to:

  • Listen to good recordings of the tune (and don’t miss our next blog post in which we’ll be examining five great recordings of All The Things You Are).

  • Listen to the backing track and follow the chord symbols. Try to internalize the sound of the changes.

  • Learn the melody (ideally by ear).

  • Play the melody over and over with the backing track. Try to get it ingrained in your mind, ear and fingers.

  • Learn the lyrics.


All The Things You Are moves through several different keys, but spends a significant length of time in each of them. Most of the time the chords move in a very logical way (diatonically, through the cycle of fifths), but there are a few surprises that pose a challenge to the soloist, and make the tune a favourite among improvisers.

If you are looking for a starting point you can think in terms of reducing each block of harmony to its corresponding diatonic major scale, so for instance the first A section can be approached as shown below:

You won’t go far wrong using this approach. It would, however, be remiss not to point out a wrinkle in this kind of thinking. It’s one thing to look at a chart and work backwards from a new I chord to determine where the tune changes key, but when we listen to the song (rather than read it), the key change is heard and felt on the Cmaj7 chord, not the preceding dominant. The G7 is an unexpected chord, and until we hear the Cmaj7 it’s not a foregone conclusion that that is where we are headed (the chord following G7 could just as easily be a Cm7 or Gm7, for instance). Befittingly, I’d suggest treating the G7 chord (and the corresponding chord in the second A section, D7) as a moment of flux. It’s a tense part of the harmony, and you can exploit that in your improvisation (for instance by using the altered scale or some chromaticism) before resolving strongly to the Cmaj7.

The B section starts with a long ii-V-I in G major. Then, what seems like it is going to be a mii-V-i to the relative minor key (Em) subverts expectation by resolving to an Emaj7, which moves smoothly to a C7#5 chord setting up a cadential return to the A section. Emphasizing those two sounds (Emaj7 and C7) will give your B section improvisation a stronger relationship to the harmony as those are the more surprising sounds (coming after several bars of diatonic harmony) in the section, and provide us with one of the more idiosyncratic passages of All The Things You Are’s harmony.

The ending of the tune is mostly diatonic with a couple of common devices thrown in: the Dbm7 is what I’d call a miv chord, which commonly functions as a resolution to chords I or iii in numerous standards (There Will Never Be Another You, Just Friends and Lady Bird for example) with or without an accompanying dominant chord. That’s followed by an appearance of the dreaded diminished 7th chord. This is one of the most common uses of that chord-type: acting as a ‘biii’. This usually happens as shown in the sequence below:

… and that’s just what we get here. Examples of other tunes that use this sequence prominently are Someday My Prince Will Come, and Bye Bye Blackbird.

We’ll look more closely at improvising over the biii dim7 chord at a later date…


If you are a) confused by, or b) particularly interested in, this kind of harmonic analysis, we have an extended primer coming soon. This will be free for existing newsletter subscribers, so sign up now and we’ll make sure you don’t miss out!


Incidentally, if you are a player of a Bb or Eb transposing instrument and you need a handy guide to transposing these (or any other) chord changes with the minimum of fuss you can download our free pdf below:

Transposition Guide
Download PDF • 113KB


There is a great deal of emphasis on the 3rd degree of each chord. Those notes alone account for almost the entirety of the melody for the first two A sections. The B section melody offers a nice contrast by introducing considerably more movement, (but the pattern of emphasized 3rd degrees persists).

When playing standards, emphasizing the more prominent notes from the melody in your improvisations is a good way to anchor your solo to the original tune and gives listeners a nice point of reference.


I hope you have fun improvising on All The Things You Are. We really only scratched the surface with our brief analysis. Remember: this tune has some significant challenges even at this relaxed tempo. If you are new to it, take your time and don’t expect too much too soon. Familiarize yourself with the form and the sound of the chord changes. Learn the melody. Focus on playing with good time and rhythmic interest. Listen to what you’re playing and try to link one idea to the next. And yes, think about the harmony - but don’t overthink it when you’re playing.

In our next blog post we’ll look at five recordings of All The Things You Are and hear how some of the jazz greats have approached improvising on it. Maybe we’ll even learn a thing or two from them. Following that will be our next jazz-standard backing-track and analysis: the marvellous Body And Soul. Subscribe to our free newsletter now and you'll be the first to know when it arrives.

Finally, Backing Jam is a brand new venture and we need your help to spread the word and gain enough attention to be able to continue doing this. If you enjoyed this backing track and article, please share it on social media. Support us by subscribing to our YouTube channel and our free newsletter, and we'll make sure you don't miss a thing.

Any thoughts you'd like to share? Get in touch with us on our Twitter and Instagram accounts or via the contact form on this site.

Until next time…



diff shadows 1000px.png
web header.png
bottom of page