"All the Things You Are" is a song composed by Jerome Kern, with lyrics written by Oscar Hammerstein II. It was written for the musical Very Warm for May (1939), where it was introduced by Hiram Sherman, Frances Mercer, Hollace Shaw, and Ralph Stuart. It was later featured in the film Broadway Rhythm (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.

Discussion of the song's form and harmony

Its verse is rarely sung now, but the main chorus has become a favourite 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.

Play the initial A section chords

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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 excerpt every pitch of every melody note is also lowered by a perfect 4th interval.

Play the transposed A₂ section chords

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Play the B section chord sequence

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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.

Play the chords of the lengthend A₃ section

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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.

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 tunes as "Bird of Paradise" by Charlie Parker, and "Prince Albert" by Kenny Dorham. (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 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; the other is an interpolation of the donkey's song from Ferde Grofe's Grand Canyon Suite.

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

• Tony Martin (1946) in the MGM musical Till the Clouds Roll By
• Allan Jones (1949)
• The Quintet - Charlie Parker, Dizzy Gillespie, Bud Powell, Charles Mingus and Max Roach - Jazz at Massey Hall (1953)
• Frank Sinatra - The Columbia Years 1943-1952: The Complete Recordings (1944), The Columbia Years 1943-1952: The V-Discs (1945)
• Jo Stafford (1946)
• Mario Lanza (1951)
• Clifford Brown (1953)
• Hampton Hawes - The Trio (1956)
• Ahmad Jamal - Complete Live at the Pershing Lounge (1958)
• Walter Norris - From Another Star (1998)
• Bill Evans Trio - Time Remembered ('live' in 1963,released pothumously)
• Peter Sellers
• Ella Fitzgerald - Ella Fitzgerald Sings the Jerome Kern Songbook (1961)
• Jack Jones - Dear Heart (1965)
• Barbra Streisand - Simply Streisand (1967)
• Michael Jackson - Music and Me (1973)
• Keith Jarrett (1983) - Standards vol.1
• Brad Mehldau - Art Of The Trio Volume 4: Back At The Vanguard (1999)
• Pat Metheny - Question And Answer (1989)
• Will Young - Mrs. Henderson Presents (soundtrack) (2005)

References

• "All the Things You Are" at jazzstandards.com
• "All the Things You Are" Lyrics
• "All The Things You Are" chord progression at songtrellis.com