All the Things You Are

Jerome Kern and Oscar Hammerstein II wrote “All the Things You Are” for the 1939 musical Very Warm for May, and it has outlived that short-lived show to become one of the Great American Songbook’s most analyzed harmonic puzzles. The tune is famous not for a catchy hook but for what it does to a key center — it never stays in one long enough to get comfortable, gliding through five tonal areas using chained ii–V–I units. That’s exactly why it became a jam-session rite of passage: master this tune’s changes and you’ve essentially drilled Modulation through more key centers than almost any other standard demands.

A form that lies about its own shape

Most standards are 32 bars; this one is 36, laid out as an AABA with a twist — call it AABA’. The bridge and tag stretch the usual symmetry:

A (8 bars): home key of A♭ major
A’ (8 bars): the same melodic shape restated a fourth lower, pivoting to C major
B (8 bars): the bridge, which tonicizes E major
A" (12 bars): a return to A♭ with a 4-bar extension and a tag ending

Because the second A isn’t a literal repeat but a transposition, the form resists the lazy habit of treating jazz form as interchangeable 8-bar blocks. Studying its form forces you to track which key you’re in at every eight-bar mark, not just where the section boundaries fall.

The key-center tour, mapped by root motion

The genius of the tune is that every modulation is earned by a real ii–V–I, not a jump-cut. Reading the Root Motion from section to section:

A: Fm7 – B♭m7 – E♭7 – A♭maj7 | D♭maj7 – G7 – Cmaj7 (vi–ii–V–I in A♭, then a IV-chord pivot lands on C major)
A’: Cm7 – Fm7 – B♭7 – E♭maj7 | A♭maj7 – D7 – Gmaj7 (the same shape transposed, arriving on G major)
B (The Bridge): Am7 – D7 – Gmaj7, then F♯m7♭5 – B7 – Emaj7 — two ii–V–Is back to back — before an altered C7 (the V7 of the coming Fm7) pulls back toward A♭
A": Fm7 – B♭m7 – E♭7 – A♭maj7 | D♭maj7 – D♭m7 (borrowed) – Cm7 – Bdim7 – B♭m7 – E♭7 – A♭maj7

All the Things You Are — the five-key tour, one cell per stated chord (AABA'; bar durations vary in the full 36-bar form)

Fm7

B♭m7

E♭7

A♭maj7

D♭maj7

Cmaj7

Cm7

Fm7

B♭7

E♭maj7

A♭maj7

Gmaj7

Am7

Gmaj7

F♯m7♭5

Emaj7

Fm7

B♭m7

E♭7

A♭maj7

D♭maj7

D♭m7

Cm7

Bdim7

B♭m7

E♭7

A♭maj7

Every arrival — Abmaj7, Cmaj7, Gmaj7, Emaj7, then home to Ab — is earned by a real ii–V–I, with Ab, C, and E dividing the octave into equal major thirds

The first A section’s vi–ii–V–I in A♭ followed by the pivot to C major:

The bridge’s two back-to-back ii–V–Is, the second one tonicizing E major:

Notice the symmetry hiding in the itinerary: A♭, C, and E — the home key, the first arrival, and the bridge’s destination — divide the octave into equal major thirds, which is why the tune feels like it’s climbing a harmonic staircase rather than wandering. Doing a Roman Numeral Analysis section by section is the clearest way to see that every “new key” is really just a local application of Functional Harmony — a ii–V resolving to a I that then gets reinterpreted as a new vi or IV to launch the next Harmonic Sequence.

Why the melody teaches guide tones better than almost any other tune

Kern’s melody doesn’t decorate the harmony — it traces it. At nearly every chord change the tune lands on the third of the chord, so soloists and students alike can read the melody itself as a running lesson in Guide Tones. That third-to-third motion (F over Fm7, then the third of the next chord, and so on) is also what makes the tune’s secondary dominants and passing tonicizations sound inevitable rather than jarring — the melody has already told your ear where the next chord tone is going to land.

From Broadway flop to bebop proving ground

The song’s stage run lasted only 59 performances, but it found a second life once bebop musicians adopted it as a harmonic workout — Dizzy Gillespie’s Rachmaninoff-quoting introduction became so standard that it’s now expected at jam sessions worldwide. Because its changes cycle through so many key centers using the same ii–V–I template, it functions almost like a built-in analysis exercise, and it’s frequently cited alongside pieces like Autumn Leaves as core vehicle repertoire for teaching modulation and voice leading.

♫ Listen

Dizzy Gillespie & Charlie Parker — “All the Things You Are” (Musicraft Records, Feb. 28, 1945): the famous 8-bar Rachmaninoff-derived intro, then a crisp, unison statement of the melody’s guide-tone line straight into the changes.
Sonny Rollins & Coleman Hawkins — “All the Things You Are” (Sonny Meets Hawk!, 1963): two tenor generations trading choruses — listen to how each saxophonist handles the E major bridge differently, one leaning on enclosures, the other on long bebop lines.