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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

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