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All The Things You Are: Harmonic Analysis

All the Things You Are is one the most commonly played jazz standards and is often one of the first tunes called at any jazz jam session.







Because of the tune's popularity many guitarists learn to play All The Things You Are at a fairly early stage in their development. What most guitarists fail to realize is that the piece actually has a fairly intricate harmonic structure that can pose quite a few problems for the novice improviser or comper.

By understanding the relationship between each section of the tune, and the chords within those sections, we can develop a greater appreciation for the overall formation of the harmony, which will allow us to better navigate the changes in both a solo and chordal fashion.


ATTYA Key Center Breakdown

All the Things You Are can be divided into four sections, with the first two being sub-sections of one larger section:


A Section

The first section of the tune contains bars 1 to 8 and is labeled A.


A' Section

This is followed by another eight bar phrase that we will label A’. The ‘ symbol is used to differentiate this section from the first, as they are both very similar, but as we will see they are in different keys, which makes them somewhat different. These first two sections can also be thought of as the first “half” of the tune, and in classical music they would be called the “exposition.”


B Section

The third section contains bars 17 to 24 and will be labeled B. The B section is the “contrasting” section as it uses different keys and a different melody line than the other three sections. In classical music this section would be called the “development” section.


A'' Section

The last section of the tune is similar to the first, though just a bit different, so we will label it A’’. This section is used to “wrap” up the first two sections by restating the melody line in bars 25 through 29, before presenting new material that leads to the final cadence in bars thirty-three through thirty-five. In classical music this section would be called the “recapitulation.”


ATTYA A Section: Bars 1-8

There are two key centers found within the first eight bars of the tune, Ab and C:

  • The first five bars contains a 6-2-5-1-4 progression in the key of Ab...
  • that moves into a 2-5-1 progression in the key of C.

Notice how the composer links the two keys with the half-step movement between the Dbmaj7 chord in bar five and the Dm7 chord in bar six. Even though these chords are in two different keys, the fact that they are a half-step apart makes for a smooth modulation.


ATTYA A’ Section: Bars 9-16

The next eight bars have a similar key structure as the first eight, though this time the two keys being used are Eb and G:

  • The first five bars of this section is a 6-2-5-1-4 progression in the key of Eb...
  • that leads to a 2-5-1 progression in the key of G to finish the section. This is the same chord progression we saw in the first eight bars, only now it has been transposed down by the interval of a perfect fourth.

Thinking of the second eight bars as a transposed version of the first eight will allow you to develop motivic ideas over the first half of the tune. Anything you play over the first eight bars can be played over the second eight bars, just a fourth lower, or a fifth higher depending on how you want to think about it.

See the examples below for a sample of how this could be done. Notice how the fingering and the intervals are the same between the two lines, the second motive has just been moved up the neck to fit the new key center.


Bars 1 - 4


Listen & Play


All The Things You Are 1


Bars 9 - 12


Listen & Play


All The Things You Are 2


ATTYA B Section: Bars 17-24

Bars seventeen through twenty-four are often referred to as the “bridge” section of All The Things You Are, since the melody line has changed and we are now dealing with two new key centers.

  • The first four bars of the bridge are a 2-5-1 progression in the key of G, which is followed by...
  • a 2-5-1 progression in the next three bars in the key of E. This section is similar to the first half of the tune as it is made up of a chord progression in one key, G, which is then repeated in a new key, E.
  • The bridge finishes with a short 2-5 in the key of F minor, which leads us into the final section of the tune. These two chords, Gm7b5 and C7alt, are two of the most important chords in the tune, and are often the ones that can really tell an audience if you are “skating” the changes or not.


ATTYA A'' Section: Bars 25-36

The first five bars of this section repeat the same progression from bars 1-5 of the A section, before moving on to new material in bar 30.

The second four bars of this section, 29-32, contain an idiomatic jazz progression that is commonly found throughout the jazz standard literature, IVmaj7-IVm7-IIIm7-bIIIdim7. The progression starts with a IVmaj7 chord in bar 29, which then becomes a IVm7 chord, before moving down to IIIm7 and finishing on a bIIIdim7 chord.

The bIIIdim7 (Bdiim7) chord then resolves down to the IIm7 (Bbm7) chord in bar 33. Being able to convincingly comp and solo through this section of the tune will not only help you with AATYA, but will give you a leg up on other tunes that contain this, or fragments of this, progression.

After the descending section the tune finishes with a 2-5-1 in the tonic key of Ab. Again, the last bar of this section contains a short 2-5 in F minor, as we saw at the end of the bridge. This is used to turn the tune around to the first chord at the top of the form, Fm7.

To help you get these changes in your ears, and provide a track to practice with, here is a backing track for ATTYA:


Listen & Play


All The Things You Are Tonal Centers



ATTYA Roman Numeral Analysis

Below is a Roman numeral analysis of All The Things You Are. Notice how similar each section is to the other sections of the tune. If we take out the key centers, the first eight bars have exactly the same numbers as the second eight (6-2-5-1-4-2-5-1). As well, the first three bars of the bridge have the same numerals as the second half of the bridge, and the last A section starts with the same numerals as the first A section.

Knowing the Roman numerals will not only help us to understand the harmonic structure of AATYA, but it will help us to transpose this tune into other keys. It can also give us an idea of how important certain progressions are in the jazz idiom, such as 2-5-1, which occurs ten times during the thirty-six bars of ATTYA.

If you are having trouble remembering the Roman numerals to this, or any tune, try saying them out loud as you are practicing the piece. Don’t worry about the quality of the chord, m7 maj7 etc, just focus on remembering the numbers.

For example, if you are blowing over the first eight bars, in your head, or out loud, you could be saying, “six, two, five, one, four, two, five, one”. This will make it much easier to transpose this song into a different key if the need ever arises.


All The Things You Are Roman Numerals


All The Things You Are Roman Numerals 2



ATTYA Common Subs

As well as playing the original chord changes to ATTYA, there are a couple of commonly used chord subs that you can learn and apply to both your comping and soloing phrases when jamming on this jazz standard.

You can see the added chord subs written in red in both examples below.


Chord Subs 1

In this chord sub, which you can see and apply in bars 7 and 8 of the first A section, you will climb up the diatonic chords, Cmaj7-Dm7-Em7, before moving down chromatically to the next chord in the tune, Cm7 in bar 9 of the tune.


Chord Subs 2

The second chord subs appear at the end of the second A section, in bars 15 and 16. Here, you will play a common turnaround that starts on the Imaj7 chord and then moves up to the iim7, then the iiim7 chords, before sliding down chromatically through the biiim7 chord to the iim7 chord at the start of the B section.

Here are those two common ATTYA chord subs on paper. After you have looked them over, and listened to the audio example, try comping over ATTYA and inserting these changes into your playing in order to feel and hear how they sound in a musical situation.


Listen & Play


All The Things You Are 7


ATTYA Soloing Tips

When I teach this song to younger or less experienced players they usually have trouble navigating through bars 29-32, the descending chord section. Most of these players try and navigate through the changes using big, bulky two-octave scales and arpeggios which cause them to be late on the next chord, or not get there at all.

Instead of trying to work out larger groupings of notes over this section, I’ve found that it can be beneficial to pick a short four to six note motive to base ideas of during this section.

In the first example we have a motive built of the one-octave arpeggio for each chord. I’ve switched up the rhythm a bit to avoid running eighth notes, but have kept the same rhythm over each chord to make give the line a sense of melodic and rhythmic continuity.



Listen & Play


All The Things You Are 5


In the second example I have kept the same rhythm but instead of using the R 3 5 7 arpeggio, the line is based off of the 3 5 7 9 arpeggio of each chord. This type of arpeggio comes in handy when playing with a bass player or another comping instrument, as the root is already being heard and therefore we do not have to reiterate it in our lines.

When playing 3 to 9 arpeggios, you are using arpeggios you already know in a new situation, which you can see in the text below each bar of the melodic pattern.

Since the 9th is not a commonly used interval over a diminished chord the root is being used over the Bdim7 chord in bar 32. In that bar, instead of 3 5 7 9, the motive uses the intervals 3 5 7 8, which better fits the diminished quality of the chord.


Listen & Play


All The Things You Are 6


Further Study

Now that you have a better understanding of the harmonic layout of All the Things You Are, try and analyze other jazz standards in a similar fashion. Being able to quickly recognize key centers, and short excursions outside of the main key areas, will make sight reading any tune a breeze.

Try writing out the key and Roman numeral analysis for one of your favorite standards, then once you feel confident enough, try calling out the names of the chords and their function without writing them down. Having an understanding of any tunes harmony will make your solos have a deeper connection to the tune.



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