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).[4]

Form and harmony[edit]

Its verse is rarely sung now, but the chorus has become a favorite with singers and 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. When you take the main key of measures 1 to 5 as A flat major, then the chords can be considered as vi - ii - V - I - IV in A flat major. (Fmi7 is the sixth degree in A flat; Bbmi7 is second degree in A flat, etc.) Using a delay cycle, Db being the tri-tone 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 interval. So Fmi7 in A becomes Cmi7 in A 2, Bbmi7 becomes Fmi7, Eb7 becomes Bb7, etc. In the same vein, the melody sung over A2 is identical to the A section melody except every pitch of every melody note is also lowered by a perfect 4th interval.



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 F#º 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 us from E minor to E major in bar 7. (Note: although we never see a E minor chord in the composition during this section, it is important to note the relationship of the F#º 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 first 5 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 12 measure of the section.


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-flat over the F minor 7th of measure 1 of section A3. The result is a tune that in the space of every chorus manages to include at least one chord built on every note of the Western 12-tone scale, a fact that was celebrated in jazz pianist Alex von Schlippenbach's serialist reimagining of it on his album Twelve Tone Tales.[dubious ]

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 t 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. ^ "All the Things You Are". Retrieved 5 October 2018.
  5. ^ Yanow, Scott. "Shining Hour". AllMusic. Retrieved 5 October 2018.
  6. ^ Yanow, Scott. "Mullenium". AllMusic. Retrieved 5 October 2018.

External links[edit]