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] introduced by Hiram Sherman, Frances Mercer, Hollace Shaw, and Ralph Stuart.[2] It later appeared in the film Broadway Rhythm[3] (1944) and was performed during the opening credits and as a recurring theme for the romantic comedy A Letter for Evie (1945).

The song ranked in the top five of the Record Buying Guide of Billboard, a pre-retail listing which surveyed primarily the jukebox industry. Recordings by Tommy Dorsey, Artie Shaw, and Frankie Masters propelled the song during its initial popularity.

Form and harmony[edit]

Its verse is rarely sung now, but the main chorus has become a favorite with singers and jazz musicians. The chorus is a 36-measure AA2BA3 form that features 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 utilizing 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 very 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, and its changes have been used for such contrafact tunes as "Bird of Paradise" by Charlie Parker, "Prince Albert" by Kenny Dorham and "Boston Bernie" by Dexter Gordon. (Lee Konitz's "Thingin'" even introduces a further harmonic twist by transposing the chords of the second half of the tune by a tritone.) The beboppers[who?] introduced two favourite devices into performances of this tune, which are still sometimes encountered in performance: one is a brief introduction and conclusion that parodies Rachmaninoff's prelude op. 3 no.2[specify]; the other is an interpolation of the donkey's song from Ferde Grofe's Grand Canyon Suite[specify].

The verses start off 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

Charlie Parker was quoted as saying this song had his favorite lyrics. He used to call it "YATAG" which is an acronym for the lines "you are the angel glow" in the "B" part of the tune. (Ethan Iverson tipped his hat to this phrase by calling his drastic reworking of the tune's chords "Neon".)

Notable recordings[edit]

See also[edit]


  1. ^ "Jerome Kern". Songwriters Hall of Fame
  2. ^ Paymer, Marvin E.; Post, Don E. (1999). Sentimental Journey: Intimate Portraits of America's Great Popular Songs, 1920-1945. Noble House Publishers. p. 369. ISBN 9781881907091. Retrieved 21 August 2016. 
  3. ^ "All the Things You Are (1939)". Jazz Standards
  4. ^ a b c d e f g h i j k Gioia, Ted (2012). The Jazz Standards. Oxford: Oxford University Press. pp. 17–18. ISBN 978-0-19-993739-4. 
  5. ^ Gerry Mulligan: Mullenium.
  6. ^ "Shining Hour overview". 

External links[edit]