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All the Things You Are (1939)

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Origin and Chart Information
“…the most perfectly constructed of all popular standards....”

- William Zinsser

AKAAll the Things That You Are
AKAAll Things You Are
Rank 2
Music Jerome Kern
Lyrics Oscar Hammerstein II

Cast members Hiram Sherman, Frances Mercer, Hollace Shaw, and Ralph Stewart introduced “All the Things You Are” in Jerome Kern’s last Broadway musical, Very Warm for May, which opened November 17, 1939, and closed after only 59 performances. As a result of horrible reviews, the Alvin Theater was almost empty on the second night. But from this failure emerged what many regard as Kern’s finest composition.

A romantic, warm-hearted song, “All the Things You Are” is a combination of harmonious lyrics and lush, intricate music. In Easy to Remember: The Great American Songwriters and Their Songs, William Zinsser calls it “...the most perfectly constructed of all popular standards” and further says, “Kern effortlessly moves his Bach-like tune through five keys in 32 bars-the textbook illustration of how songwriters achieve freshness within the form’s tight limits.” See the visitor’s comment, below.*

The song’s success was surprising, because it was unusual for its time. Kern wrote it to satisfy his own creative urge and felt it was far too complex for popular appeal; and Hammerstein’s lyrics were modest and sentimental, when the work of other top lyricists was clever, bright, and witty.


More on Jerome Kern at JazzBiographies.com

More on Oscar Hammerstein II at JazzBiographies.com

But apparently the public was not put off by the complexity or sentimentality, as evidenced by its appearance on the pop charts for 13 weeks (beginning in 1939) with the Tommy Dorsey Band peaking at the number one position. In 1940 it charted with Artie Shaw and His Orchestra (Helen Forrest, vocal), rising to number eight, and with Frankie Masters and His Orchestra (Harlan Rogers, vocal), rising to number fourteen.


Chart information used by permission from
Joel Whitburn's Pop Memories 1890-1954

As an interesting alternative to Oscar Hammerstein’s romantic lyrics, the well-known and much-recorded jazz bassist Red Mitchell wrote an alternate set of lyrics to “All the Things You Are” which are published as a poem titled “You Are” in the 1999 book Keith “Red” Mitchell: Selected Poems 1968-1992.

You are your greatest composition
The one folks hear
When they hear your name
You are your spirit’s own physician
The one who heals yourself
As a daily game
You can’t create yourself
That job’s been done
You can compose yourself
It’s kind of fun...
You are the people you have turned to
And you are the one who does what you do
Your major work of art is you

Reprinted with permission from Red Inc Music Co.

In 1943, MGM produced Broadway Rhythm, a Technicolor musical inspired by Very Warm for May, which retained only “All the Things You Are” from the original score, this time sung by Ginny Simms. The film is overblown and poorly crafted. Film critic Steve H. Scheuer calls it a “lavish piece of nothing,” and James Agee agrees, stating, “it contains perhaps three minutes of good acrobatic dancing and lasts nearly two hours.”


More on Ginny Simms at JazzBiographies.com

*Visitor’s comment

One of our visitors sent the following to us by email: “The tune would only sound like one of Bach’s compositions if the melody was a Bach type. It’s not. It’s true that the chord progression of this tune gives a beautiful example of western classical harmonic progression. A student can learn a great deal of knowledge about harmonic progression (e.g., VIm7 => IIm7 => V7 => Imaj7 => IVmaj7 in the first five bars, etc. And it is also true that this type of progression was already in use in Bach’s time. But this does not mean that you find a Bach style of melody and counterpoint in this tune, unless you make it yourself (as own inventions, which is done very often. Also, the tune does not have 32 bars, but 36 bars.”

K.J. McElrath’s response to the visitor: The writer of your e-mail is absolutely correct in his/her assessment of Zinsser’s commentary. Melodically, this piece has more in common with German Romanticism (Strauss, Brahms, Wagner, et. al.) than the Baroque style of Bach and Telemann. The type of chord progression (I would analyze it more as f min: i - iv[ii7/I in the new relative major key] - Ab maj: V7 - I - IV, but its a subjective thing - I hear it in f minor, whereas he may hear Ab major as the tonic key) was indeed in use during the Baroque period, however. If Bach had written a melody like this, chances are it would have been a “cantus firmus” in the bass with ornate counterpoint in the upper voices. The song does actually lend itself to Baroque-type counterpoint quite well. However, Zinsser is correct in that this piece does shift tonal centers quite frequently (one of the challenges in analyzing this piece). And yes, this tune indeed contains an extra four measures. Because of its construction, this tends to go unnoticed.

More information on this tune...

Allen Forte
The American Popular Ballad of the Golden Era, 1924-1950: A Study in Musical Design
Princeton University Press
Hardcover: 336 pages

(This book devotes 17 chapters to ballads and includes a full chapter on Jerome Kern including a seven-page musical analysis of “All the Things You Are.”)
See the Reading and Research panel below for more references.

- Jeremy Wilson

Music and Lyrics Analysis

Musical analysis of “All the Things You Are”

Original Key Written in four flats. Begins in F minor; modulates to C major, G major and E major before returning to F minor. Ends in Ab major.
Form A1 – A2 – B1 – B2- A1 – C
Tonality Alternates between minor and major
Movement Primarily leaps. “A” sections consist of a motif consisting of a fourth up and a fifth down. In “B” and “C”, the leaps are even wider, up to a minor seventh. What step-wise movement exists is mostly embellishing tones (neighbor tones, appogiatura, etc.)

Comments     (assumed background)

This is a deceptively simple composition showing strong Romantic/Impressionist influences. The harmonic progression in the first five measures is identical to that of (the latter written) “Fly Me To The Moon.” However, where the latter piece returns to its initial key by way of a viiø7 going to V7, this one uses the clever device of a “common-tone” chord to modulate to an entirely new key and then goes on to do this three more times. The best example of this is at the end of “B2”. The melody lands on G#, the third of the underlying chord of E. Then, by moving one note of the chord – B to C – it becomes a pivotal C+, allowing for an easy return to F minor. Because of its “pan-tonal” nature, many inexperienced performers are intimidated by this piece in the beginning. As always, the melody should be learned “as is” before attempting improvisation. Keeping in mind that both “A’s” and both “B’s” are built on the same patterns in different keys will make mastery of this piece easier. Also realize that the common tone of the modulation is actually in the melody the first four times.
K. J. McElrath - Musicologist for JazzStandards.com

Check out K. J. McElrath’s book of Jazz Standards Guide Tone Lines at his web site (www.bardicle.com).
Musicians' Comments

“All the Things You Are” is one of the most popular jazz standards from master composer Jerome Kern. It’s an ingeniously constructed tune, using a relatively simple melody that covers a multitude of key centers and modulations. It’s an interesting challenge for a jazz student to negotiate and a pleasure for a seasoned pro to tackle anew. Check out bassist/composer Red Mitchell’s witty alternate set of lyrics.

John Stowell, jazz guitarist

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Soundtrack information
“All the Things You Are” was included in these films:
  • Broadway Rhythm (1944, Ginny Simms)
  • Till the Clouds Roll By (1946, Tony Martin)
  • Because You’re Mine (1952, Mario Lanza)
  • Fallen Angels (1998, Chet Baker)
Reading and Research
Additional information for "All the Things You Are" may be found in:

William Zinsser
Easy to Remember: The Great American Songwriters and Their Songs
David R. Godine Publisher
Hardcover: 279 pages

(2 paragraphs including the following types of information: lyric analysis.)

William G. Hyland
The Song Is Ended: Songwriters and American Music, 1900-1950
American Philological Association
Hardcover: 336 pages

(1 paragraph including the following types of information: music analysis.)

David Ewen
American Songwriters: An H.W. Wilson Biographical Dictionary
H. W. Wilson
Hardcover: 489 pages

(1 paragraph including the following types of information: history and performers.)

Alec Wilder
American Popular Song: The Great Innovators, 1900-1950
Oxford University Press; Reprint edition
Hardcover: 576 pages

(2 pages including the following types of information: anecdotal and music analysis.)

Allen Forte
The American Popular Ballad of the Golden Era, 1924-1950: A Study in Musical Design
Princeton University Press
Hardcover: 336 pages

(7 pages including the following types of information: music analysis.)

Thomas S. Hischak
The American Musical Theatre Song Encyclopedia
Greenwood Press
Hardcover: 568 pages

(1 paragraph including the following types of information: summary, lyric analysis and music analysis.)

Max Morath
The NPR Curious Listener's Guide to Popular Standards
Perigee Books
Paperback: 235 pages

(1 paragraph including the following types of information: history and performers.)

Thomas S. Hischak
The Tin Pan Alley Song Encyclopedia
Greenwood Press
Hardcover: 552 pages

(1 paragraph including the following types of information: Broadway productions, history, lyric analysis, music analysis and performers.)

Robert Gottlieb, Robert Kimball
Reading Lyrics
Hardcover: 736 pages

(Includes the following types of information: song lyrics.)

Gerald Mast
Can't Help Singin'
Overlook Press; Rei edition
Paperback: 400 pages

(2 pages including the following types of information: music analysis.)
Free Chord Changes for this Tune
Chord changes and downloadable tracks at PlayJazzNow.com
Also on This Page...

Music & Lyrics Analysis
Musician's Comments
Reading & Research
Free Chord Changes

Jazz History Notes
Getting Started
CD Recommendations
Listen and Compare
By the Same Writers...

Jazz History Notes

According to jazz critic Gary Giddins, in his Village Voice article "Jazz Makes Peace with Jerome Kern," Charlie Parker secured the place of “All the Things You Are” as a jazz standard in 1947 with his knockoff, “Bird of Paradise.” Giddins says,

…from the moment he intoned the dramatic intro, his vamp and Kern’s harmonic plateau were mated forever … his recording showed that a harmonic sequence can so vividly support a melody that the mind’s ear registers the theme even when the musician spins nothing but variations.

- JW

Although this tune was frequently recorded in the late 1930s and early 1940s by a number of big bands (most notably Artie Shaw’s band), it’s the 1940 recording by remarkable pianist Art Tatum that stands out, not only for his virtuosity but also for his influence on other musicians, especially Charlie Parker.

Tenor saxophonist Coleman Hawkins was, along with Tatum and Artie Shaw, among the first jazz musicians to recognize and record many tunes that have become standards. A fixture on New York’s 52nd Street in the 1940s, Hawkins recorded a memorable version of “All the Things You Are” in 1944. That same year pianist Erroll Garner, in one of his first recording sessions, cut a double-sided 78 version of the tune.

Chris Tyle - Jazz Musician and Historian

Art Tatum
California Melodies
Memphis Archives 7007

Coleman Hawkins
Classics 863

Erroll Garner
1943 Vol. 3
Classic 802

Getting Started
This section suggests definitive or otherwise significant recordings that will help jazz students get acquainted with “All the Things You Are.” These recordings have been selected from the Jazz History and CD Recommendations sections.

“All the Things You Are” and its chord progression became essential to the bebop movement, so it is not surprising to find definitive recordings of the tune coming from the giants of bop. The famous Massey Hall concert of 1953 (Jazz at Massey Hall) produced a classic version featuring Charlie Parker, Dizzy Gillespie, Bud Powell, Charles Mingus and Max Roach. Meanwhile, another classic version comes from Thelonious Monk’s collaboration with Milt Jackson and the bop vocalist Kenny “Pancho” Hagood (Wizard of the Vibes).

Noah Baerman - Jazz Pianist and Educator

CD Recommendations for This Tune
Click on any CD for more details at Amazon.com
Johnny Griffin
A Blowin' Session
1999 Blue Note 99009
Original recording 1957
Griffin more than holds his own in a high-energy cutting contest featuring fellow tenor saxophonists John Coltrane and Hank Mobley as well as a teenaged Lee Morgan on trumpet.
Quintet, Charlie Parker, Dizzy Gillespie, Bud Powell, Max Roach
Jazz at Massey Hall

Sparks fly and listeners receive a lesson in bebop soloing on this live recording by Parker, Dizzy Gillespie, Bud Powell, Charles Mingus and Max Roach.
Lennie Tristano
Lennie Tristano/The New Lennie Tristano
1994, Rhino 71595
Original recording, 1955, Atlantic
Tristano offers a straightforward, swinging version of this tune featuring the saxophone of Lee Konitz.
Sonny Rollins
Night at the Village Vanguard
Blue Note Records
Original Recording 1957
Rollins, in a trio with Wilbur Ware and Elvin Jones, gives us an exploratory and fiery “All the Things You Are.” In 1963 he would revisit the tune in collaboration with his hero, Coleman Hawkins.

- Noah Baerman

Andy Bey
Ain't Necessarily So
12th Street Records

Pianist/vocalist Bey was a cult figure until his 1996 release Ballads, Blues & Bey awakened the jazz world to his enormous talents. This 2007 release is from live performances at New York’s Birdland in 1997. His uptempo, freewheeling interpretation of “All the Things You Are” with his trio of Washingtons--Peter on bass and Kenny on drums--brings the song into the 21st century and proves that a great song, regardless of its age, provides the basis for endless inspiration.

- Sandra Burlingame

Keith Jarrett
Standards Vol.1
2000, ECM Records
Original recording, 1983
Eclectic pianist Jarrett, bassist Gary Peacock, and drummer Jack DeJohnette are astounding individually and as a trio as they swoop and weave around each other while continuing to maintain the thread.
Jimmy Heath Quintet
On the Trail
1995, Original Jazz Classics 1854
Original recording, 1964
Tenor sax man Heath delivers a great, straight-ahead jazz reading of the song that the Penguin Guide to Jazz on CD says “has some moments of spectacular beauty.”’
Gonzalo Rubalcaba
1990, Blue Note 95478

Rubalcaba, the pianist’s pianist and a native of Cuba, gives “All the Things You Are” a uniquely contemporary reading with bassist Charlie Haden and drummer Paul Motian.

- Ben Maycock

Written by the Same Composer(s)...
This section shows the jazz standards written by the same writing team.

Oscar Hammerstein II and Jerome Kern

Year Rank Title
1939 2 All the Things You Are
1932 159 The Song Is You
1927 236 Ol' Man River
1927 339 Can't Help Lovin' Dat Man
1929 377 Why Was I Born
1927 431 Why Do I Love You?
1937 471 The Folks Who Live on the Hill
1925 607 Who
1946 657 Nobody Else but Me
1927 936 Make Believe

Dorothy Fields, Oscar Hammerstein II, Otto Harbach, Jerome Kern and Jimmy McHugh

Year Rank Title
1935 999 I Won't Dance

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