Like many jazz standards, “All the Things You Are” began as a Broadway number and was later adapted into an improviser’s playground. Its graceful melody is quickly memorable, attracting listeners, but the song’s true power lies in its harmonic design. Written by Jerome Kern with lyrics by Oscar Hammerstein II, it moves through distant key centers with such elegance that critic William Zinsser called it “the most perfectly constructed of all popular standards.”
The combination of beauty and complexity has made it one of the most important pieces in the Great American Songbook for both performing and studying. Today, we’ll investigate its origins and brilliant chord changes.
The Broadway Origins of “All the Things You Are” by Jerome Kern
Kern wrote “All the Things You Are” for the 1939 Broadway musical “Very Warm for May.” While the production boasted a cast of future legends like June Allyson and Vera-Ellen – both unknown chorus girls – and established performers Jack Whiting and Eve Arden, even their talent couldn’t save it. Add in renowned director Vincente Minnelli, and it seemed like a guaranteed hit; however, the show received dismal reviews and closed after a disappointing run of just two months.
Nevertheless, the music world quickly took notice of “All the Things You Are.” It was recorded three times in 1939 by the major jazz orchestras fronted by Tommy Dorsey, Artie Shaw, and Frankie Masters.
Hear the song arranged in its original showtune form and performed by Laura Osnes and the Tabernacle Choir.
“All the Things You Are” Chord Progression and Key Changes Explained
“All the Things You Are” moves through five different key centers within its AABA form. It begins in the home key of Ab, starting on an Fmin7, the vi of Ab. Kern uses the cycle of fifths to move the harmony forward: Fmin7 (vi7) – Bbmin7 (ii7) – Eb7 (V7) – AbMaj7 (Imaj7) – DbMaj7 (IVmaj7). In the last three bars of that section, he quickly pivots to the key of C Major with a ii-V-I pattern, which the Champaign School of Music explains is one of the most important chord progressions in Western music.
“One of the reasons the ii-V-I progression is so effective is its smooth voice leading. The individual notes of the chords tend to move in small, stepwise motions, which makes the transition between chords sound natural and cohesive. This smooth movement helps create a satisfying harmonic flow, making the progression feel seamless and connected.”
The second A section follows the same melody pattern and chord progression as the first, but up a fifth in the key of Eb. It ends with a quick modulation to G major, which the song stays in for the first half of the B section. Another ii-V-I brings us to E Major before we modulate back to Ab for the final A section.
How the ii–V–I Progression Shapes the Harmony
Kern’s slick use of the ii-V-I progression provides smooth voice leading to support the melody, while also giving musicians a reliable structure for improvisation. “The progression is so prevalent that it forms the backbone of much jazz music and improvisation, making it essential for both musicians and listeners to recognize,” Champaign adds.
Shortly after its debut, the sweeping Broadway and swinging big-band arrangements gave way to a new small-combo style during the 1940s that would change the face of jazz: bebop.
“It was one of the first pop songs to become a bebop standard, first recorded in 1945 by Dizzy Gillespie and Charlie Parker,” music educator Dan Reitz explains. “They slightly altered the harmony and replaced the verse with a snaky introduction inspired by Rachmaninoff’s Prelude in C# Minor.”
More than 80 years after its debut, “All the Things You Are” remains a model of how sophisticated songwriting can stand the test of time. Its shifting key centers, graceful melody, and improvisational playground have kept it alive long after “Very Warm for May” faded away. It’s still a beautiful tune and a master class in harmony.
