"All The Things You Are" by Jerome Kern & Oscar Hammerstein II
59:47 Share

A contrafact is a song that's based on another song. In jazz, that usually means a new melody superimposed on existing chords. That's not to be confused with a counterfactual, though it'd be an interesting counterfactual if jazz musicians had never embraced contrafacts.

Welcome to Strong Songs, a podcast about music. I'm your host, Kirk Hamilton, and I'm so glad that you've joined me to talk about songs that were turned into counterfacts, counterfacts that became known as songs, and counterfactuals that question reality entirely. This is a 100% listener-supported show, and that does mean that I rely on all of you in order to be able to keep making it.

If you'd like to support the creation of Strong Songs, go to patreon.com slash strong songs or make a one-time donation at the link in the show notes. On this episode, something a little different. We're taking a jazz standard all the way back to its Broadway roots, then following it through the decades as it evolves alongside jazz itself. We'll cap things off with an all-new arrangement recorded just for Strong Songs, so let's get out our fake books, count off the intro, and do this thing. ♪

Jazz music can often seem impenetrable and alienating to the uninitiated, not just because the music is technically complex and constantly changing, but because it's built on 100 years of shifting subtle traditions that can often feel like they were deliberately designed to keep people out, to put distance between the initiated and the rest of the world. Jazz music can often seem impenetrable and alienating to the uninitiated,

That IYKYK energy can almost feel central to jazz's whole appeal. Hipness means that you know, and if you don't, then you shouldn't even be here. Some amount of that energy will always surround any musical art form, particularly one like jazz, which began as a necessarily underground art form, however it may have eventually dominated the whole of American music.

But I do like to demystify jazz on this show since it's such a rich and particular musical tradition and because understanding it can help better understand all of American music.

Of all of jazz's somewhat mysterious shibboleths, the concept of repertoire may be the one that's least approachable to outside listeners. You likely know that jazz music is improvised music. Certainly you know that if you've listened to this show for any length of time and if you've heard any of my jazz-focused episodes in the past.

Jazz players operate in the spirit of the moment, improvising the music that they play. They master complex harmony to the point that they can perform simultaneous, spontaneous composition, which is what we call jazz improvisation. But before the band counts off and the improvisation begins, most jazz performances need to start with a song.

Some composed melody and prearranged chord progression that the band can all use as the basis for their explorations. While many jazz musicians compose their own original tunes, and many more will just get on stage and play the blues, that foundational 12 or 16 bar chord progression that underlies so many songs, even popular songs that I've talked about on the show, there's also this mysterious thing known as the repertoire.

A collection of a few hundred tunes, referred to individually as standards or jazz standards, that all gigging musicians are expected to know, hopefully by memory. So say you're playing a gig, and the gig is led by a seasoned pianist. He's the band leader. And there may not even be a set list. You may not get any warning about what you're going to play. You set up on stage, and the band leader says, And he begins playing an intro, and you're off to the races. ♪

And that'll be the norm throughout the set. You'll go from Autumn Leaves, originally a French song from the 1940s, to Pennies from Heaven. And then maybe All of Me. And then maybe a little Bye Bye Blackbird.

Each of those songs originally a show tune written in the 1920s or mostly 1930s and later repurposed by jazz musicians and transformed into something new.

And that's just how it'll go for the whole gig. Every trained jazz musician listening to this show just knows all those tunes I just listed and dozens if not hundreds more, including a lot of tunes written and popularized by jazz musicians themselves. There's no one master list of all of the jazz repertoire, though the real book is a good starting place.

The Real Book being, of course, a famous collection of head charts known as a fake book, which was published illegally in the 1970s and these days exists in a legal version. There's a terrific episode of the podcast 99% Invisible all about The Real Book that I'll link to in the show notes.

But while the Real Book has been a good starter guide for many beginning jazz musicians, including me, it's far from complete. It's filled with small and large errors, and it includes some pretty random tunes that no one ever plays. Many modern jazz educators have come up with their own lists of

expected repertoire. When I was in high school, I was lucky enough to take a college jazz improv course taught by the legendary educator David Baker, who ran the jazz department at Indiana University in the town where I grew up. Baker had an encyclopedic knowledge of repertoire. He once in class listed 100 songs that all followed the same chord progression as George Gershwin's I've Got Rhythm.

This is Sonny Stitt playing I've Got Rhythm, and that chord progression is so ubiquitous in jazz that it's actually transcended its status as a standard. Musicians simply refer to this chord progression as rhythm changes. I've Got Rhythm

I never came close to David Baker's level of repertory knowledge, or really even to the level that a lot of my friends got to. But to this day, I will hear a few notes of Darn That Dream or There Will Never Be Another You, and I'll be able to tell you immediately what song that is. So while I'm not certain that a modern jazz musician would need to learn repertoire to the extent that a player from David Baker's generation did...

I do think that the repertoire remains an essential part of a jazz musician's training, and understanding repertoire just as a concept is actually a very important part of understanding jazz as a whole. On that same gig, your mercurial bandleader might have called out an abbreviated title. All the things that would nonetheless prompt the band to go into one of the most widely played, studied, and reinterpreted jazz standards of them all. Who am I?

The promised kiss of springtime That makes the lonely winter seem long

All the Things You Are, originally written by Jerome Kern in the late 1930s with lyrics by Oscar Hammerstein II, began its life as a simple love song in a Broadway show that was soon adopted by jazz musicians and eventually took on a life of its own that surpassed its relatively humble origins. ♪

All the Things You Are has been mixed, remixed, and reinvented for almost a century, and yet it retains some of that inimitable quality that makes people still want to take their own crack at it. To tackle what is a fairly straightforward tune and turn it into something new.

So on this episode, I'm going to trace the song from its origins on Broadway to its discovery and reinvention by bebop musicians in the 1940s and hardbop musicians in the 50s, as well as subsequent reinterpretations by musicians like Bill Evans in the 60s.

will ultimately land on its reemergence as a vehicle for modern jazz mayhem around the turn of the century as a new generation of jazz masters found further depths to plumb in a song that was, at that point, 60 years old.

And once we've gone through all of that, we'll close out with something I've never done on Strong Songs before. I called up some friends and we put together a small group of our own, got together in the studio and set about seeing if we could come up with our own unique take so that we could close this episode out with an all-new version of the song for 2025. ♪

So it's a lot of ground to cover as this song travels from New York in 1939 to, well, just last month in Portland, Oregon in my studio. But it's a remarkable journey from there to here, and along the way, this one song serves as a fascinating lens through which to view the evolution of jazz in the 20th century, from the big band jazz of the 30s to the bebop of the 40s, the hard bop of the 50s, the deconstructionists of the 1960s, and beyond, all of which

all the way up to today. Let's start with this song's musical nuts and bolts: how it was composed, how it works, and how jazz musicians approach playing it. Were you thinking of marrying me by any chance? You know darn well I was thinking of marrying you. Well there's some things a girl likes to be told. And one of the things she likes to be told is how the man she's in love with feels about her. All right, darling.

All the Things You Are was composed by Jerome Kern in the late 1930s for Kern's musical Very Warm for May, which he wrote along with his songwriting partner at the time, lyricist Oscar Hammerstein II. It had a brief Broadway run, and while it wasn't a runaway hit, it did well enough and has been performed off and on in the years since.

This version, recorded for the Railroad Hour in 1951, featured Anne-Marie Dickey and Gordon McRae in the lead roles. You are the promised kiss of springtime that makes

But while this early 50s version includes the introductory verse and gives a good sense of how the song was originally performed, it turns out there is actually, amazingly, a preserved original cast recording of Very Warm for May. That makes me

I've actually seen this described as the oldest OCR ever, and while I'm not sure about that, it is very hard to track this down on streaming. I went ahead and ordered a CD and was rewarded with three versions of All the Things You Are in its original incarnations. This first one, sung by Hollis Shaw and Ralph Stewart, gives a sense of the overall vibe. All the things you are, you are the fire.

All the Things You Are wasn't on Broadway long before jazz musicians got a hold of it. In 1940, several versions were getting radio play, including this one from Tommy Dorsey's big band, which featured vocals by Jack Leonard. You are the promised kiss of springtime that makes the lonely winter seem long.

And while I know this sounds old-fashioned by today's standards, because technically it is, you can already hear the transformation that's occurred between this version and the Broadway version. It's no longer a straight ballad. There's a swinging pulse, and the song strolls along at a medium tempo. You are the angel glow that lights a star

I'm actually partial to another jazz version from that same year. Clarinetist Artie Shaw arranged all the things for his big band as well. And I love these saxophone harmonies they play on the bridge. ♪

Both Dorsey and Shaw's versions took the same general approach to their arrangements. They dropped the introductory segment from the Broadway version, what's known in this style of songwriting as the verse, and they jumped right in on what's known as the chorus. They each opened with an instrumental pass through the song, then changed keys and played a second time through with a vocalist. In this Shaw arrangement, Helen Forrest took the vocal lead. Ooh, ooh, ooh, ooh

I hope that by front-loading so many different recordings of this song, I'm getting the tune into your ears somewhat, especially if you've never heard it before.

This is just how all the things goes, and for all the ways this song has been reinterpreted by jazz musicians over the decades, it always remains identifiably itself, though the fun of a given version might be in watching a musician see how far they can stray from this harmonic and melodic core without coming completely untethered from what makes the song the song. The dear

So for starters, let's just talk through the harmonic and melodic building blocks that make up this song. And right up top, with all respect to the great Oscar Hammerstein II, I am not really going to talk about the lyrics to All the Things You Are. While they're nice enough, and while Hammerstein is definitely a really important lyricist,

I want to contextualize all the things as a jazz standard, not as a show tune. And as a jazz standard, the lyrics to this song just don't really factor. I'd performed All the Things You Are dozens of times before I even thought to look at the lyrics, let alone learn them. That's a shortcoming on my part. It's actually good practice for jazz instrumentalists to learn the lyrics to all of these songs, or to at least be familiar with them. But it's kind of a common thing, at least among young jazz musicians, to just

not really even bother. So for our intents and purposes, All the Things You Are is a chord progression and a melody in that order of importance.

Let's start with the form. All the Things You Are initially appears to be an A-A-B-A song, a common type of song form, and it's similar to some songs that we've talked about on the show, like Art Blakey and the Jazz Messenger's Moanin' or Miles Davis' So What. That is to say, it's a song with an 8-bar A section that plays twice, then a bridge, or B section, followed by a final A section before the form repeats. ♪

But the moment you start to play it, you'll realize that it's more complicated and distinct than that. All the Things is actually more of an A, A2, B, A3 kind of a thing, or at least that's how people usually think of it. It's kind of an A, A, B, A song, but each A is different from the one before it. It's either in a different key, as in the second A, or it's a different length, as in the 12-bar third A that you're hearing right now that closes out the tune. ♪

Jazz players almost always play this song in its original key, A-flat major. And interestingly, that tonic chord doesn't play until right there, the very last chord of the song. It's a 34-bar journey from the start of the song to that final resolved chord with a bunch of modulations and unexpected chord resolutions along the way. And it's precisely those unusual and often delightful little harmonic twists that make

that made this song such a favorite of jazz improvisers. Why play on an A-A-B-A song where each A is the same when you could play on one where each A is similar but also different? I tracked down the original sheet music for this song, which you can find online. The original is similar to how modern players approach it, though there are a few interesting differences. And if you've played this song before, and I know some of you out there have, I recommend tracking down the sheet music and learning it just to see how Kern originally wrote it.

As I worked on this episode, I read through Ted Gioia's fine 2012 book, The Jazz Standards, A Guide to the Repertoire, which is a terrific and well-researched book with brief histories and listening recommendations for more than 250 standards, including all the things you are. Kern, he writes, was famously grouchy about the ways that jazz musicians changed his compositions. And while jazz players are also responsible for its enduring legacy, I do kind of get it.

One of the biggest differences is one I alluded to earlier, and it's something that'll come up a little later when we get into the studio to come up with an arrangement. That's the fact that the original version of All the Things You Are has a verse. The verse isn't that remarkable, I don't think, aside from the fact that it's in the key of G, one half step down from the rest of the song. So the song starts in G, and then there's this kind of long, rangy verse, and then as the verse ends and the part of the song that everybody plays today begins,

They just change keys. No warning. They just suddenly they're in a new key. It's cool. And yeah, file that away for later. Springtime that makes

So let's start at the beginning. At the very start, all the things moves resolutely around the circle of fourths. The circle of fourths is a concept that I've explained on the show in the past, and it's one that I don't want to spend any time on here. But suffice it to say, it's an order in which the 12 keys of Western harmony move, and it's the most orderly way for a chord progression to move according to the rules of Western harmony. It's also known as the circle of fifths. I call it the circle of fourths. Let's not get too worked up about it.

The reason that this song has such a spiraling, stair-steppy quality is that it moves according to the circle of fourths, at least at first. For any of you who've been with Strong's songs for a long time, you'll remember that Elton John's Goodbye Yellow Brick Road followed the circle as well, and that song has a similarly spiraling, circular feeling to All the Things You Are. When I gonna come on down

All the Things You Are moves in a similar way. It begins on an F minor 7, then goes to B flat minor, then E flat 7, A flat major 7, and then D flat major 7.

And all of those chords are just moving around the circle. F, Bb, Eb, Ab, Db. That is straight around the circle. And at the end of the phrase, it pulls a cool little tritone submaneuver. Don't worry about it too much. It resolves in an unexpected way. The Dbmaj7 goes to G7, which then resolves to Cmaj7. That's a neat way to end the phrase.

So those are the chords for the first A section, A1. And the melody is actually so straightforward that it's a little bit boring, in my opinion anyways. We've talked about voice leading on the show in the past, how some of the voices or notes in a certain chord naturally lead to the next chord in the sequence. And if you write a melody around those notes, you wind up with a nicely voice-led melody, which can sound very logical.

All the Things melody is almost pure voice leading. It's just threes and sevens from chord to chord all the way down. It almost sounds like more of an exercise than a melody. It's so logical, at least at first. Because of that nifty little swap that happens at the end, it winds up being more interesting than it otherwise would be. Without that swap, the melody wouldn't really resolve. It'd kind of just keep going in an endless spiral like you're hearing right now.

But because Kern chooses to swap in that G7 to C major resolution, this section gets to have an ending, and it ends in a nicely unexpected place.

This is the great Ella Fitzgerald singing in the song, which she recorded on her Sings the Jerome Kern Songbook album in 1963. They're doing it up a fourth in D-flat, but as she goes through the first and now the second A, you can hear that same symmetry in the melody. The breathless hush of evening That trembles on the brink of a lovely song

Really getting down in her basement there at the end of that second A. And the reason for that is that the second A is down a fourth from the first A, so you have to sing quite a bit lower in order to sing a melody that's otherwise identical. ♪

To quickly go through it, that C major chord at the end of the first A becomes a C minor chord at the start of the second A. And that's a nice move to parallel minor that's been unfortunately set aside by modern day songwriters. You almost never hear that kind of a move today. But I think it sounds really nice and it opens up a lot of cool possibilities for chord movement. Because once we're on the C minor...

the cycle can begin anew. Instead of beginning on F minor like the first day, now we're down a fourth and we're in C minor, and Kern just follows the cycle the same number of steps, then pulls another tritone swap, this time going to D7, ending on Gmaj7. It's a chord progression that is both predictable and surprising, and it manages to sound repetitive despite never technically repeating itself. And that kind of chord progression lends itself to jazz improvisation.

I could play around with this chord progression forever and never fully exhaust its possibilities. None of the lines that I'm playing here will win any awards, partly because I'm not much of a pianist, but there's something very intuitive and fun about the process of making your way through the chords on these first two A's.

That leads us to the bridge, which is a little bit more straightforward. It moves through a 2-5-1 in the key of G major, down to another 2-5 in E. It's not that important to get into the particulars here. We're already talking about more harmony than I really need to. There's a nice augmented chord at the end, and then we're back around to F minor, the chord that kicked this whole thing off. The final A section follows the circle the same as the first two, but then...

There's this nice extra four-bar cadence that takes the song in yet another new direction, extending the form and eventually resolving at long last to A-flat major.

Okay, so that's the song, and I hope that by laying it all out for you, I've given you all a sense of how All the Things You Are works, and maybe an inkling of why bebop musicians might have been drawn to it when they heard Artie Shaw and Tommy Dorsey's big band versions on the radio in 1940. Five years after those recordings left the airwaves, two bebop masters recorded their own version of the song that, unbeknownst to them at the time, would establish it as a jazz standard for generations to come.

This is the great Dizzy Gillespie on the trumpet, backed by his 1945 sextet, the same sextet that recorded some groundbreaking early bebop recordings. Cozy Cole on drums, Remo Palmieri on guitar, Slam Stewart on the upright bass, and on alto saxophone, a little-known player named Charles Parker? ♪

Charlie Parker, of course, more commonly known as Bird, was one of the great improvisers and arguably the defining stylist of the bebop movement, a hugely influential improviser and saxophonist. And the differences between the way that Bird and Diz played this song in 1945 and the way that Tommy Dorsey played it just five years earlier is actually a great encapsulation of the changes that were in the air as the big band era gave way to the bebop era.

So this is Tommy Dorsey himself. He plays one time through the melody before the vocals come in. And check out how they're playing here. For starters, he is sticking resolutely to the melody. Secondly, listen to the groove in the rhythm section. They're playing a two-feel in the bass. Do it.

That was standard for this type of big band music, and it's ideal for the kinds of dance hall gigs that were bread and butter for big bands like Tommy Dorsey's. ♪

The 1930s were really the peak era for big bands like Tommy Dorsey's. By 1940, the winds of change were already blowing, and over the next few years, a variety of economic factors, not least of which being World War II, meant that a lot of work dried up for big bands in the 1940s. And at that same time, an exciting new jazz style was brewing in the clubs of Kansas City and Harlem. Bebop.

Let's transition from this 1940 Dorsey version to Bird and Diz's 1945 version and try to hear what's changed. For starters, Diz is being much looser with the melody than Dorsey was. He's adding a lot more flourishes and embellishment. Like, listen to this. There's also now what's called a walking bass line. Slam Stewart is playing quarter notes instead of a two-feel. Ding, ding, ding.

It's harder to dance to, but that's kind of the idea. By the time Bird comes in on the bridge, he's only very loosely connected to the bridge as written. He's basically just improvising. Okay, this is Slam Stewart on The Last Day, and he's kind of his own thing. He liked to sing along with his arco bass solos. His style is very much his own, and it's kind of tied to this early period of bebop.

It didn't catch on or anything. I just wanted to include him because he's on a bunch of these early Burden Diz records and I love his sound. This 1945 recording is notable for another reason too. The intro, this striking three-note motif that has no real relation to anything in All the Things You Are as written.

Common Wisdom ties this intro to Bird, and I've seen a theory that Bird was riffing on the opening motif to Rachmaninoff's Prelude in C-sharp minor. I mean, it's not subtle, and it makes a certain amount of sense given Bird's love of European composers and his penchant for grabbing little bits and pieces from non-jazz music that he'd heard and injecting it into his own work.

For whatever reason, this intro has stood the test of time. It's still what any jazz musician will play on a casual gig as the intro to All the Things You Are, and it's just considered part of the song, even though Jerome Kern had nothing to do with it and probably hated it.

Bird evidently liked blowing on the changes to All the Things. He returned to the song many times in his brief recording career, most notably a couple years later in 1947 on a Dial Records recording of an original, ahem, tune of his that he called Bird of Paradise. And if you've been listening, you can hear the changes for All the Things. I'll play the melody on piano. ♪

And just listen to how far Bird has come in his improvisations on this tune. You might be noticing that there's no real melody here. He just launched right into the improvisation over the chord changes to All the Things You Are and called it Bird of Paradise. And yeah, that's pretty much what happened.

This was a fairly common move in the 1940s and 50s. Bird of Paradise is what's known as a contrafact, a song written over the chord progression of an earlier song. Charlie Parker wrote his share of original tunes, but a lot of his most famous tunes are contrafacts of earlier show tunes. Ornithology is actually How High the Moon. Donna Lee is actually Indiana. Coco is Cherokee. And Bird of Paradise is All the Things You Are.

Let's keep on moving and this intro probably sounds familiar. This is actually another well-known All the Things Contrafact called Prince Albert, composed by trumpeter Kenny Dorham. This time we've got a solid melody. It's a different melody, but it is a melody written over the changes of All the Things You Are. I'll play that on piano again.

This is Hank Mobley and Kenny Durham fronting up the Jazz Messengers at Cafe Bohemia in 1955. Here comes the bridge. Same chords, even if they've changed up the feel.

And here comes the last day. 1955 was actually the year that Charlie Parker died, though of course, Bird lives. Bird lives on through his music.

And the change in instrumentation here in the Jazz Messengers, Hank Mobley's tenor sax reflecting that instrument's rise to prominence in the 50s, marks a significant stylistic change as the bebop of the 1940s gave way to the hard bop and cooler jazz of the 1950s. Speaking of hard bop tenor, the next version that I want to highlight is arguably the definitive hard bop recording of

of all the things. In 1957, right around the peak of the hard bop era, lightning fast tenor player Johnny Griffin headed up a record now known as A Blowing Session, featuring an all-star band and a particularly all-star horn section.

Lee Morgan, who listeners will remember from my episode on the Jazz Messengers, Monin, recorded right around this same time, was playing trumpet. And Johnny Griffin played tenor along with two other tenor players, Hank Mobley, who we just heard with the Jazz Messengers back in 1955, and another lesser-known saxophonist named John Coltrane. ♪

This is Train's solo, which comes after Griffin's typically high-flying finger work, and mid-50s Train is a lot of fun. He sounds great on this. This is a few years before Kind of Blue, another album featured on Strong Songs, as well as Train's own Giant Steps, which came in 1960.

Giant Steps would catapult Coltrane to sax god status, and it would open the door for his more abstract and spiritual explorations with his quartet in the 1960s. Here in the mid-50s, though, he was still working as a sideman a lot of the time, and he was still finding his sound. And it's a real treat to listen to. Though actually, Hank Mobley's solo is probably my favorite of the three.

It's the swinginest. He plays like he's got the least to prove. In fact, let's listen to each of those players take the bridge, and that'll actually give us a pretty good sense of how different they each were as improvisers. Johnny Griffin soloed first. He's a famously speedy player. He had lightning-fast fingers. Here's how he took on the bridge. ♪

♪ ♪

Absolutely smoking. So Train went second, and he was already playing around with a much more experimental and abstract vertical approach to harmony that moves into upper structures and stacks a bunch of shapes on top of one another. It's an almost cubist approach to jazz improvisation. It would later be dubbed his sheets of sound style. And it's the kind of playing that he would bring to a new level on Giant Steps just a few years after that.

Let's listen to Train on the Bridge. It's remarkably different from how Johnny Griffin played it. Trumpeter Lee Morgan goes next, and while it's a great solo, I'm going to skip right to Hank for a third comparison, but I do just want to play this one quote that Lee Morgan drops at the start of his first bridge. Here it is.

It's just the first few notes, but it is good to know that Lee Morgan was quoting all this in Heaven 2 a few years before he recorded a more fleshed out quote with the jazz messengers on Monin. And all that half a century before I and my listeners would become obsessed with tracking down the tune that he was quoting.

Just thought a few of you longtime listeners out there might enjoy that. And if you have no idea what I'm talking about, go look up the bonus episode from a few years back called A Jazz Mystery Solved. Okay, back to our third tenor saxophonist. Hank Mobley takes a much more straightforward and swinging solo. Let's listen to how he plays the bridge. ♪

Really nice playing and some fun drumming there from Art Blakey, who was actually in the drum chair on this session.

These three solos each demonstrate how three different tenor sax contemporaries could each approach the same chord progression in a very different way. And by this point, all the things was fully minted as a jazz standard. It was a chord progression with multiple contrafacts and a tune that everyone was just expected to learn, with subsequent generations of jazz players working out new ways to put their own personal stamp on it.

You're now hearing a rendition by pianist Bill Evans, recorded at Shelley's Manhole in Los Angeles in 1963. Here comes the bridge. And notice the bass. We're pretty far from a steady walking bass line, right? You can still hear the melody, but it's very different stylistically. ♪

Notably, this trio doesn't feature Evans' most famous collaborators, Scott LaFaro on bass and Paul Motion on drums. It instead showcases Chuck Israels on bass and Larry Bunker on drums. But this trio takes a similar deconstructionist approach to the classic Evans trio, and they give all the things a really lovely dissection, if that's the kind of thing that can be lovely. ♪

Evan's approach marks this song's next evolution, and it matches up with the ways that jazz was changing in the 1960s. The hard bop and cool jazz of the 50s gave way to more searching, experimental jazz forms in the 1960s, most famously free jazz. ♪

Phil Evans' trio was not free jazz, nothing about this is free jazz, but he was avant-garde in his confident reinventions and reharmonizations of songbook standards like All the Things You Are.

A piano professor of mine at the University of Miami, Vince Maggio, spent a summer living with Evans in New York and said that Evans was an obsessive collector of original sheet music. He wasn't content to go off the scratched out lead sheets that most jazz musicians used on gigs. He wanted to study the original compositions and use those to inform his own reharmonizations.

Now, I don't know for sure that he did that with All the Things You Are, but it makes sense if he was doing that for every other tune, and that's pretty cool that he returned to Kern's original and used that to come up with his own version, still informed by all of the jazz reinterpretations of the last 20 years. ♪

There was one recording of this song in the 1970s that is a total outlier, but I can't help but at least mention it. In 1973, a young Michael Jackson recorded All the Things You Are. I had no idea that this version of the song existed when I set out to make this episode. It made me do a double take when I saw that it existed, and I couldn't really believe it when I heard it.

This was six years before Off the Wall, when Michael's sound and style were very much in development. And it's both a hit pick, since the song was well-established at this point as a jazz standard, but also a head-scratching one, since the arrangement is such straightforward schmaltz. Oh, my dearest things, oh, oh

But like I said, kind of an outlier and really a throwback. As interesting and unexpected as it is that Michael Jackson recorded a version of All the Things You Are, Bill Evans' version from 10 years earlier was far more modern and groundbreaking. ♪

Bill Evans' trio was a quietly revolutionary ensemble and a very influential one even today. They established a template, a visionary pianist working with a sympathetic and creative drummer and bassist who could turn the piano trio into a sort of free-flowing improvisation laboratory, picking up old jazz standards like All the Things You Are, flipping them over and shaking them to see what new might fall out.

Even as Bill Evans was reinventing the piano trio, another young pianist was making a name for himself. Keith Jarrett, who started off as a high-flying young sideman in the 60s and, over the course of the 1970s, built up his own famous piano trio with Gary Peacock on bass and Jack Dijonet on drums. ♪

Jarrett's trio took Evans' deconstructionist approach to a new level, thanks in part to Jarrett's unparalleled mastery of the instrument and his still unmatched improvisational ability. This version from 1983's Standards, Volume 1, is an incredible recording. It's a great example of just how much music a great musician can wring out of Kern's now 40-year-old tune. ♪

And I just want to underline that so that you can really see what has happened here. Over the course of 40 years, All The Things You Are has gone from this... through a relay race of visionary jazz musicians until it became this...

And that's really what I want to get across in this episode, this fundamental element of jazz. This is what jazz musicians do. They improvise, yes, but they also reinterpret. And reinterpreting the standard repertoire is the backbone of the jazz tradition. ♪

It's become so solidified at this point that it runs the risk of becoming dogma. You play all the things in this one way. You play it like Keith played it or like Hank played it, but that's missing the point so hard that you're actually doing the exact opposite of the point. The idea is to take a song like All the Things You Are, that wonderful chord progression of Jerome Kern's So Ripe with Possibilities, and show who you are through how you reimagine it.

Jazz didn't end with Keith Charette, of course. After Keith came Brad Meldow, his own generation's piano visionary, who, with his trio of Larry Grenadier on bass and Jorge Rossi on drums, in 1999 recorded his own version of All the Things that yet again reimagined what this song could be.

They primarily did that by changing the time signature to a sprightly seven. Like, here comes the bridge. One, two, three, four. One, two, three, four. One, two, three, four. One, two, three, four. One, two, three, four. One, two, three, four. One, two, three, four. One, two, three, four. One, two, three, four. One, two, three, four. One, two, three, four. One, two, three, four. One, two, three, four. One, two, three, four. One, two, three, four. One, two, three, four. One, two, three, four. One, two, three, four. One, two, three, four. One, two, three, four. One, two, three, four. One, two, three, four. One, two, three, four. One, two, three, four. One, two, three, four. One, two, three, four. One, two, three, four. One, two, three, four. One, two, three, four. One, two, three, four. One, two, three, four. One, two, three, four. One, two, three, four. One, two, three, four. One, two, three, four. One, two, three, four. One, two, three, four. One, two, three, four. One, two, three, four. One, two, three, four. One, two, three, four. One, two, three, four. One, two, three, four. One, two, three, four. One, two, three, four. One, two, three, four. One, two, three, four. One, two, three, four. One, two, three, four. One, two, three, four. One, two, three, four. One, two, three, four. One, three, four. One, three

Doing standards like all the things in odd time signatures like 7 is a little bit more of a cliche now, but it was a groundbreaking move at the time, and, I mean, this version still sounds pretty killer to me. It's an extended live exploration, it covers so many bases, it even has a quote from that old Bird of Paradise Rachmaninoff intro. Before, after nearly 14 minutes of playing, they finally let the wheels come off the bus.

I saw Meldow's trio once in the early 2000s. They're really good. There are loads more versions of All the Things You Are that I haven't had time for in this episode. One of my favorites is another one recorded in 1999, a free-flowing duet between guitarists Jim Hall and Pat Metheny. ♪

Every year, dozens if not hundreds of jazz musicians take it upon themselves to put their own stamp on this song. And hey, speaking of that... What I like about All the Things is that at this point, the melody is kind of superfluous. And if I heard that, I'd be like, oh cool, they're playing All the Things tomorrow, which is kind of weird, but no one played the melody. So that's kind of fun. It might even sound more like it with melody, though. That's fair.

That's probably true. That was me during a brainstorming session that I headed up with four of my good musical friends, all of whom came by the Caldera in March to sit down and see what kind of version of All the Things You Are we could come up with. I'd play tenor saxophone, and in that clip you also heard from Scott Pemberton, who played guitar. ♪

You've also heard from Scott on my recent Mailbag episode when he helped answer a question about Sly Stone. We were also joined by Sam Howard on the electric bass. Sam came by the studio last year to provide some bass playing and commentary for my episode on Michelin Diggia Cello. Andrew Oliver played electric piano. ♪

And longtime listeners will remember Andrew from my tango episode from a few years back. Last but not least, we were joined by my friend and drum teacher, Tyson Stubelek on the drums. ♪

Tyson hasn't come on the show to talk just yet, but he's a very funny guy with a lot of interesting musical thoughts, so I'm sure that I will get him on soon. Going into the recording session, my only rule was that we not spend any time working out the arrangement ahead of time. I wanted us to work it all out together collaboratively in the studio and to record our process so that I could give you all some insight into this sort of collaborative work. Before we did anything, though...

Someone had the brilliant idea to just record the tune like we were on a casual gig. Zero prep, no discussion, just, we're on a gig, someone calls, all the things, and off we go. We played it, it was okay, it was the most boring possible version of all the things you are, and kind of everything that's wrong with how standardized the jazz standards have become. ♪

After we got that out of our system, we got into coming up with our actual arrangement. We all agreed that we wanted to do something truly weird. Andrew is a traditionalist. His specialty is actually 20s jazz and stride piano, and he really knows his stuff. He and Tyson are in a Portland group called Bridgetown Sextet that plays jazz mostly from the 1920s. They are incredibly good. I recommend going and seeing them.

Andrew suggested that our arrangements start off in G instead of A-flat to pay tribute to the original verse, which did the same thing. Ah, no, guys! We can have the vamp in G. We should start the vamp in G, like the verse, and then just go to F minor with no explanation. G major? G major. There you go. Yeah. And just put a little, like, C augmented. In G, just go one to five. Just go right to it. Because the verse kind of alternates between G and D. So, yeah. Yeah.

Along the way, we worked out that we wanted to do a sort of tight, groovy feel, sort of Steve Gadd or Tony Allen inspired, and to draw every chord out twice as long as usual with the melody just having a lot more space to play around. Tyson definitely had some thoughts on the role that drummers usually get thrown into on this song. This one's sort of, like, this tune is funny because, like,

it's called on literally every jam session ever without fail every time always and then it's like always forced into a shape that it like kind of doesn't want to be right you know like taking a drum solo on the classic version the song is too chill really for a drum solo it shouldn't have one and yet you have to do it like all

So it's kind of fitting that maybe it should be a little incongruent or something. Sam really didn't seem to want to play a standard bass line at all. He came up with something really different. So what were you playing there, Sam? The fun part of playing bass is not playing bass stuff necessarily.

You know? 'Cause like, a lot of gigs you just play bass stuff. So I was like trying to do like, kind of like a talking drum kind of thing. Yeah, play what you were playing again.

So the arrangement started to come together around this semi-Brazilian groovy feel with double chord lengths and Sam's weird bass line and Scott's guitar part offsetting one another. I would play the melody and fill in around the spaces while Andrew played a counter melody to me riffing with that Bird of Paradise, Rachmaninoff intro motif stretched over the chords of the song. ♪

That just left the bridge. I knew I wanted to do something different on the bridge, and I had a pretty good idea of what it was conceptually, even if I couldn't fully articulate which chords I wanted. Okay, so basically we're going from the super tight, you know, kind of thing, to like suddenly...

Something that's, but it's like in seven where it feels like it's just this ascending thing where the drums are almost like much more open and the bass and like everyone's kind of pedaling up the thing and the sax can just play the melody and then we kind of hold on the augmented chord, on the C chord.

Did you follow that? There was a lot in there. I wanted the bridge to shift to a new time signature, 7-4 specifically, and to reharmonize it so that I could play the melody while the band played ascending chords underneath me, ending with a held augmented chord, which would leave space for Tyson to play a drum fill, setting up the last A.

We spent a lot longer working that all out, but the moment that you heard was the initial germ of the idea. And there was a lot more in there. We spent a couple of hours on this arrangement, even though we decided to only play the tune through once, with no extended solo sections at all.

Just group collaborative improvisation in the room one time through. After we played through the third A, we would pop back to the key of G for an outro vamp in the same key that we started in, going for a sort of Ahmad Jamal Poinciana thing, because it's never a bad thing to invoke Poinciana. ♪

Alright, so let's listen to the full version that we recorded. This was our second take of three that we wound up recording. As usual, you know when you've got the best one and then you decide to do one more and it's usually not quite as good as the good one. So we stuck with the second take. I think that's the strongest of the three, though they were each interesting and they were each pretty different.

And it's a lot to keep track of, but don't worry too much about any of the particulars. Just kick back and listen and try to follow the form of the song and hopefully just enjoy the arrangement that we came up with. We really tried to invoke as many elements of this song's almost century-old legacy and to pay tribute to the countless ways that countless jazz musicians have imagined and reimagined Jerome Kern's chords and melody over the decades.

I had so much fun making this, and I really hope you all dig it. Ears on, here we go. ♪

That was good though. That felt really good.

And that'll do it for my episode on Jerome Kern's All the Things You Are. I had a ton of fun putting this episode together, and I hope you enjoyed the journey and that it maybe gave you a new understanding of the function of repertoire in jazz and how jazz standards provide jazz musicians with material to sustain themselves through a constant process of revision and reinterpretation.

A huge thank you to Andrew Oliver, Scott Pemberton, Sam Howard, and Tyson Stubelek for coming by the studio and working on that arrangement with me. That was the first time I'd ever recorded a full ensemble in the new studio, and also the first time in a while that I'd just gotten together with some friends to play music for fun, to spend so much time on such a relatively small amount of music.

It felt like a luxury, and I really don't think that it should. It's easy for professional musicians not to have time to just play for fun, and it was so nice to have an excuse to do exactly that.

Really, many of you are responsible in part for that. A huge thank you to everyone who supports Strong Songs on Patreon. You make it possible for me to make this show, which means you make it possible for me to have a recording studio at all and to be able to provide a space for local musicians to come together and see what kind of weird jazz arrangements we can come up with.

If you'd like to support the show, go to patreon.com slash strong songs. And just for patrons, there is a video of our recording session. You can watch all those musicians recording all the things you are and see what that process looked like. You can also make a one-time donation at the link in the show notes where you will find a link to a playlist of all the versions of all the things that I just talked about.

And with that, Strong Songs is recorded at the Caldera in Portland, Oregon, with production and web support from Emily Williams. Our show art is by the great Tom DJ. For a list of all the tools and software I used to make this show, check out the link in the show notes, where you'll also find social links, my newsletter, the Strong Songs Discord, and a bunch of other good stuff. I'm so glad you're all here, hanging out, learning more about music. That'll do it for now. Take care, and keep listening. ♪

Bye.