All the Things You Are

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"All the Things You Are" is a song composed by Jerome Kern with lyrics written by Oscar Hammerstein II.

The song was written for the musical Very Warm for May (1939)[1][2] and was introduced by Hiram Sherman, Frances Mercer, Hollace Shaw, and Ralph Stuart.[3] It appeared in the film Broadway Rhythm (1944) when it was sung by Ginny Simms,[4] and again in the Kern biopic Till the Clouds Roll By (1946), sung by Tony Martin.[5]

Popular recordings of the song in 1939 were by Tommy Dorsey and His Orchestra (vocal by Jack Leonard), Artie Shaw and His Orchestra (vocal by Helen Forrest) and Frankie Masters and His Orchestra (vocal by Harlan Rogers). [6] The song has been recorded by a plethora of artists.[7]

Form and harmony[edit]

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, 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 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 have been used for such contrafact tunes as "Bird of Paradise" by Charlie Parker,[2] "Prince Albert" by Kenny Dorham, and "Boston Bernie" by Dexter Gordon. "Thingin'" by Lee Konitz 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[edit]

See also[edit]


  1. ^ "Jerome Kern" Archived 2016-12-25 at the Wayback Machine. Songwriters Hall of Fame
  2. ^ a b c d e f g h i j k l m n o p q r s Gioia, Ted (2012). The Jazz Standards: A Guide to the Repertoire. New York City: Oxford University Press. pp. 15–17. ISBN 978-0-19-993739-4.
  3. ^ Paymer, Marvin E.; Post, Don E. (1999). Sentimental Journey: Intimate Portraits of America's Great Popular Songs, 1920–1945. Noble House. pp. 369–. ISBN 978-1-881907-09-1. Retrieved 21 August 2016.
  4. ^ "Internet Movie Database". Retrieved February 2, 2021.
  5. ^ "All the Things You Are". Retrieved 5 October 2018.
  6. ^ Whitburn, Joel (1986). Joel Whitburn's Pop Memories 1890-1954. Menomonee Falls, Wisconsin: Record Research Inc. p. 469. ISBN 0-89820-083-0.
  7. ^ "". Retrieved February 2, 2021.
  8. ^ "Pop Chronicles 1940s Program #3". 1972.
  9. ^ Yanow, Scott. "Mullenium". AllMusic. Retrieved 5 October 2018.
  10. ^ Yanow, Scott. "Shining Hour". AllMusic. Retrieved 5 October 2018.

External links[edit]