Autumn Leaves

“Autumn Leaves” is the tune nearly every jazz student learns first, and for good reason: in one 32-bar melody it teaches both the major and minor ii–V–I, connected by nothing more exotic than a walk around the circle of fifths. It began life as a French film song and became, almost by accident, the cleanest classroom demonstration of functional harmony in the whole repertoire.

From a Paris film to the jam session

Joseph Kosma wrote the melody in 1945 as “Les Feuilles mortes” (“The Dead Leaves”) for the 1946 film Les Portes de la Nuit, with French lyrics by poet Jacques Prévert. Johnny Mercer added the English lyric in 1947, and the song hit pop consciousness when Roger Williams’ piano version reached #1 in the U.S. in 1955. Jazz players adopted it quickly and it has stayed in heavy rotation ever since, regularly cited among the most-recorded standards in the Real Book canon.

The form and the two keys

The tune runs 32 bars in an AABC shape (not the more familiar AABA) — two matching 8-bar A sections, a B section that reorders the same harmonic material, and a C section that closes it out. See Song Forms in Jazz for how this compares to the more common 32-bar templates. Jazz players most often work it in G minor, though many Real Book editions transpose it up to E minor — both are standard, so confirm the key before a session.

Reading the changes: one key signature, two key centers

This is the perfect standard to analyze first: the whole form sits inside a single key signature (two flats, in G minor) while the harmony pivots between relative major and minor — a textbook case of relative-key motion. In G minor:

• Bars 1–4: Cm7 – F7 – B♭maj7 – E♭maj7 (a major ii–V–I in B♭, resolving to the IV of B♭ for color)
• Bars 5–8: Am7♭5 – D7 – Gm7 – Gm7 (a minor ii–V–i in G minor)
• Bars 9–16: A sections repeat exactly
• Bars 17–24: the same two progressions, reordered — minor ii–V–i first, then major ii–V–I
• Bars 25–32: minor ii–V–i again — with a quick descending chain (Gm7–C7–Fm7–B♭7 through E♭) tucked inside — before the final cadence on Gm

The major ii–V–I that opens bars 1–4:

Every root motion here — C to F to B♭ to E♭, then A to D to G — rises a fourth (or falls a fifth), exactly root motion around the circle of fifths. That’s why the changes feel so inevitable under the fingers: no chromatic surprise, just gravity pulling each chord to the next.

Why the minor ii–V–i actually needs care

The B section’s Am7♭5 – D7 – Gm7 is where beginners get sloppy, because it looks like the major ii–V–i but isn’t. The ii chord is a half-diminished chord (m7♭5), not a plain minor 7th, and the V7 typically borrows its leading tone from harmonic minor for a real half-step pull into i — the essence of minor key harmony and dominant resolution in a minor context. Compare D7’s raised F♯ against the B♭ major ii–V’s plain F7, and you’re hearing the exact difference this tune was built to teach.

The minor ii–V–i in G minor, with the half-diminished ii and D7’s raised leading tone:

Why teachers reach for it first

“Autumn Leaves” earns its spot as the archetypal first vehicle because everything about it is legible: a slow harmonic rhythm (mostly one chord per bar), diatonic melody, and a form built from two cadences — major and minor ii–V–I — stated, restated, and resolved. Master those cadences in Roman numerals rather than fixed keys, and you can transpose the whole tune to any key by ear.

♫ Listen

• Cannonball Adderley feat. Miles Davis — “Autumn Leaves” (Somethin’ Else, 1958): Davis’s muted intro sets a lyrical tone before Adderley’s alto trades over the form; listen for how effortlessly the rhythm section rides the cycling changes without rushing.
• Bill Evans Trio — “Autumn Leaves” (Portrait in Jazz, 1959/60): Scott LaFaro’s bass stops accompanying and starts conversing with Evans’s piano in real time — the recording that reset what a piano trio could sound like on a standard this familiar.

Related: Cadences in Jazz, Roman Numeral Analysis, Lead Sheets, Turnarounds