All the Things You Are

"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][2] and was introduced by Hiram Sherman, Frances Mercer, Hollace Shaw, and Ralph Stuart.[3] It appeared in the film Broadway Rhythm (1944).[4]

Form and harmony

Its verse is rarely sung now, but the chorus has become a favorite with singers and jazz musicians. The chorus is a 36-measure AA2BA3 form with 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 using the circle of fifths. This type of progression generally relies on the roots of the chords being a 4th apart. Taking the main key of measures 1 to 5 as A-flat major, the chords can be considered as vi - ii - V - I - IV in A-flat major. (Fm7 is the sixth degree in A; Bm7 is second degree in A, etc.) Using a delay cycle, D being the tritone 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. Thus, Fm7 in A becomes Cm7 in A2, Bm7 becomes Fm7, E7 becomes B7, etc. In the same vein, the melody sung over A2 is identical to the A section melody, though every note is also lowered by a perfect 4th.

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 Fº 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 from E minor to E major in bar 7. (Note: although there is no E minor chord in the composition during this section, it is important to note the relationship of the Fº 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 E major 7 voice leads smoothly to C7 altered; for example, lowering the B to B forms Emaj75, or rootless C759.

The first five 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 12th measure of the section. The G7 or D minor chord in measure 6 is a borrowed chord from A minor.

The modulations in this song are 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 over the F minor 7 of measure 1 of section A3.

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. Its changes have been used for such contrafact tunes as "Bird of Paradise" by Charlie Parker,[2] "Prince Albert" by Kenny Dorham, and "Boston Bernie" by Dexter Gordon. "Thingin'" by Lee Konitz introduced a further harmonic twist by transposing the chords of the second half of the tune by a tritone.

The verses start 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

Other versions

See also


  1. "Jerome Kern" Archived 2016-12-25 at the Wayback Machine. Songwriters Hall of Fame
  2. Gioia, Ted (2012). The Jazz Standards: A Guide to the Repertoire. New York City: Oxford University Press. pp. 15–17. ISBN 978-0-19-993739-4.
  3. Paymer, Marvin E.; Post, Don E. (1999). Sentimental Journey: Intimate Portraits of America's Great Popular Songs, 1920–1945. Noble House. pp. 369–. ISBN 978-1-881907-09-1. Retrieved 21 August 2016.
  4. "All the Things You Are". Retrieved 5 October 2018.
  5. Yanow, Scott. "Shining Hour". AllMusic. Retrieved 5 October 2018.
  6. Yanow, Scott. "Mullenium". AllMusic. Retrieved 5 October 2018.
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