All Of Me

All of Me was written in 1931 by Seymour Simons and Gerald Marks and has since become a popular jazz standard, especially among gypsy jazz guitar players. The song is suitable for beginners because of its slow harmonic movement (most chords last two bars).

In this lesson, you will analyze the chords of All of Me, learn how to play the melody, and how to improvise a single-note solo over its chord changes.

Recommended listening:

  • Louis Armstrong – 1931-1932
  • Django Reinhardt – Nuages (1940)
  • Billie Holiday – Love Me, Love My Dog (1941)
  • Frank Sinatra – Swing Easy! (1954)
  • Ella Fitzgerald – Ella Swings Gently with Nelson (1962)


All of Me – Video

All Of Me Jazz Guitar Lesson - Melody and Solo


All of Me – Melody

Backing Track (made with Band in a Box)

Listen & Play-Along

All of Me melody guitar tabs page 1
All of Me melody guitar tabs page 2
All of Me melody guitar tabs page 3


All of Me – Analysis

Before we go on to the solo, we’ll have a look at the harmonic structure and the scales you can use over All of Me.

Structure: 32 bars long, with an ABAC structure. A1 and A2 are identical.

Key: the version in the Real Book is in C major. The original was recorded in Bb major.


All of Me harmonic analysis


C Major Scale

The C major scale can be used on all chords that are marked blue in the analysis chart.

C major scale diagram


As an alternative to the major scale, I use bebop scales in the solo.

On major chords, you can use the major bebop scale (major scale + b6).

C major bebop scale diagram


On dominant chords, you can use the dominant bebop scale (Mixolydian mode + 7).

G dominant bebop scale diagram


On minor chords, you can use the minor bebop scale (Dorian mode + 7).

D minor bebop scale diagram


A Harmonic Minor Scale

E7 (in All of Me) is a secondary dominant chord that resolves either to A7 or Am7.

I (Cmaj7) going to V/VI (E7) is a common chord progression and is also used in jazz standards such as Someday my Prince Will Come, After You’ve Gone, Come Rain or Come Shine, I’ll Be Seeing You, Basin Street Blues, I Should Care, and On a Slow Boat to China.

When it resolves to Am7 (bar 9), it is called a secondary dominant and is notated as V/vi (dominant of the vi).

A secondary dominant is a dominant chord  that resolves to any chord that is not the tonic (I).

When it resolves to A7 (bar 3), it is called an extended dominant and is notated as V/VI (dominant of the VI).

An extended (secondary) dominant is a dominant chord that resolves to another dominant chord.

The scale of choice to play over E7 is the A harmonic minor scale, also known as the E Phrygian dominant scale or the E Mixolydian b9 b13 scale.


A harmonic minor scaleABCDEFG#
Played over E7115b13b71b93

A harmonic minor scale diagram


D Harmonic Minor Scale

The A7 (in All of Me) is a secondary dominant that resolves to Dm7 (IIm7).

The scale of choice here is the D harmonic minor scale (= A Phrygian dominant).


D harmonic minor scale diagram


D Mixolydian Mode

D7 in a C major key is “the” secondary dominant (V/V or the “dominant of the dominant”).

Secondary dominant chord


It’s a good idea to include this chord progression into your practice routine because it is used in a lot of jazz standards such as Days of Wine and Roses, Don’t Get Around Much Anymore, and Just Friends.

The scale of choice here is the D Mixolydian mode, the 5th mode of the G major scale.

D Mixolydian mode diagram


F Melodic Minor Scale

Fm(6) is the IVm in the key of C major and is an example of modal interchange.

This chord is borrowed from the parallel minor of C and is a common occurrence in pop music (it’s a favorite of the Beatles) and jazz music, in standards such as Fly Me to the Moon, How Deep is the Ocean, and How High the Moon.

It is often used between the IV and the I with a chromatic voice leading going from the 3rd (of Fmaj7) to the b3 (of Fm7) to the 5th (of Cmaj7).


The IV minor chord


The scale of choice to play over Fm7 (as a IVm) is the F melodic minor scale.


F melodic minor scale diagram


All of Me – Solo

In this basic solo, I focus on arpeggios and the bebop scales.


All of Me jazz guitar solo page 1
All of Me jazz guitar solo page 2
All of Me jazz guitar solo page 3


All Of Me Guitar Pro FileGuitar Pro File



All Of Me Band in a Box FileBand in a Box file


Band in a Box 2021

Print Friendly, PDF & Email

36 thoughts on “All Of Me”

  1. Philipp Rospleszcz

    Very good explanation! The first chord of the song is a C69 Chord. In the melody there is the octave. It doesn’t sound good if you have a b9. That is the mistake which is often made in the Realbook. I prefer also an F#07 instead of an Fm chord but that is a question of taste.

  2. Nic

    Surely D harmonic minor over A7 in the C section can’t make sense. The melody has a B natural, perhaps mixolydian flat 6 would work better?

    1. Dirk Laukens

      Hi Nic, D harmonic minor (=A Phrygian dominant) is a common scale to play over V/ii. You don’t have to stick to the melody when improvising…

  3. Anonymous

    brilliant but as always if the chords link was there it would make it easier to learn

    1. Dirk Laukens

      Hi, what is the chords link?

      1. Anonymous

        Hi Dirk, Just if a link to the chord shapes could be somehow included. when learning and all of the chord shapes are not to hand then if the chords somehow hyperlinked it would make things easier. but as always excellent lesson and thanks very much.

  4. Maurizio Di Pietro

    Hi, can you send “all of me” tablature in F major (Billie Holiday version)? Thanks.

  5. Howard Jahre

    Great tutorial with All of Me as it demonstrates the relationship between the use of different modes, scales and arpeggios used in the solo to the underlying chord changes. It’s all starting to make sense to me now.

  6. Greg Urban

    Brilliantly explained.
    Someone told me that ‘All of Me’ was a good place to see the ‘Circle of Fifths’ used.
    I was baffled because the 7th chords weren’t actually in the key of C.
    So ‘Secondary Dominants’!
    Which I had heard of, but this was the first explanation of how they are used and their relationship to the key of the song.
    Plus, you showed the scales to use for each chord.
    The Analysis of the tune is an astonishingly informative infographic.
    I’m not just blowing smoke, I have taught classes on using graphics to explain technical information. This page is perhaps the best I have ever seen on the Internet.

  7. Wellington Farias

    Dirk, Boa tarde.
    Obrigado mais uma vez. Suas aulas são excelentes.

    Sinto-me como estivesse em uma aula presencial.

    Obrigado mais uma vez.

    Wellington Farias

  8. Richard

    Dirk, you provide so many good ideas to build upon in this song, All of Me. I’m going to study this one and get it embedded in my brain. Thank you.

  9. Magnus

    Thanks a lot! Very useful and pedagogic. Any tips for how you create etudes in Guitarpro? Just got it and cannot find any good tutorials on how to setup jazz standards and write solos like you have done.

Leave a Comment

Your email address will not be published.

Scroll to Top