All The Things You Are: The Mathematical Beauty of Cycle of Fourths
All The Things You Are is often regarded as the perfect jazz standard because of its elegant, mathematical structure. Jerome Kern composed this masterpiece for the 1939 musical 'Very Warm for May,' but its genius was truly realized by the Bebop generation. The song's title alone hints at its depth; it is a composition that contains a multitude of harmonic 'things' to explore. Its symmetry is breathtaking, as it moves through various keys in a way that feels organic and inevitable. In essence, the description of this song is one of tireless motion. It is a piece that never sits still, constantly resolving and then immediately pivoting into a new tonal center.
All The Things You Are: Inside the Music
Every standard has a story, and All The Things You Are (in key of Ab) is a masterclass in songwriting and a foundational canvas for improvisation. Let's explore its unique approach to Rapid modulation through cycle of fourths and third-relationship keys..
A Musician's Perspective & Background
Originally written by Jerome Kern, this song nearly disappeared after the show it was written for flopped. However, it was saved by jazz musicians who recognized its incredible harmonic potential. Throughout the 1940s and 50s, All The Things You Are became a 'litmus test' for jazz fluency. If you couldn't play these changes, you weren't considered a professional-grade improviser. Its continued relevance is a testament to Kern's melodic gift. Despite its harmonic complexity, the melody remains deeply singable and emotionally resonant.
Interactive Soloing Laboratory
Use the controls below to visualize key harmonic moments on the fretboard and circle of fifths.
Harmonic Deep-Dive
The harmonic journey of All The Things You Are is a tour de force through the circle of fourths. It begins in F Minor (the relative minor of the home key Ab) and then travels through Eb, Ab, Db, before modulating to the key of C Major. The true brilliance occurs in the bridge, where Kern modulates to the key of G Major and then abruptly shifts into E Major. These 'third-relationship' modulations provide a startling contrast to the circle-of-fourths movement of the A sections. For the analyst, the piece is a masterclass in functional harmony and common-tone modulation. Every chord serves as a stepping stone to the next, with the guide tones (the 3rds and 7ths) creating a nearly unbroken line through the entire 36-bar form.
Bb m7 (ii)
Intervals: root, b3, 5, b7
Eb 7 (V)
Intervals: root, 3, 5, b7
Ab Maj7 (I)
Intervals: root, 3, 5, 7
Db Maj7 (IV)
Intervals: root, 3, 5, 7
G7 (V of C)
Intervals: root, 3, 5, b7
C Maj7 (I in C)
Intervals: root, 3, 5, 7
Melodic Ideas to Try
Jerome Kern's melody for All The Things You Are is a marvel of horizontal voice leading. It is largely composed of the 3rds and 7ths of the underlying chords, which is why the melody sounds so 'right' over such complex changes. The melodic contour is characterized by graceful, ascending leaps and then smooth, descending scales. It has a question-and-answer quality that keeps the listener engaged, even as the key changes every few bars. Soloists should take note of how the melody utilizes the 'tension' notes, such as the major 7ths on the tonic chords. By mimicking the melody's focus on chord tones, an improviser can create lines that have a natural, vocal quality.
The Groove & The Feel
The rhythmic foundation of All The Things You Are is typically a medium to medium-up swing 4/4. Because the harmony is so active, the rhythm section's primary job is to provide a rock-solid, uncluttered pulse. On the drums, a classic ride pattern with a light 'snap' on the hi-hat at 2 and 4 provides the necessary forward motion. It’s often best to avoid overly complex polyrhythms here, as the harmonic ground is already shifting quite rapidly. The interplay between the soloist and the rhythm section should be conversational but respectful of the pulse. Because the tune is often played at a brisk tempo, maintaining rhythmic clarity is just as important as harmonic accuracy.
Improvisation Strategies
The first step in improvising on this tune is to 'connect the dots' by finding the common tones between the key modulations. For example, the last note of the C Major section is often the first note of the G Major section. Use the guide tone lines (3rds and 7ths) as your primary melodic foundation. In the bridge, when the key shifts to E Major, try using the E Lydian scale (E, F#, G#, A#, B, C#, D#) to emphasize the bright, unexpected nature of that modulation. This creates a moment of harmonic 'light' before the song descends back into the darker territory of the Ab major/F minor conclusion.
Summary & Takeaways
The most important takeaway from All The Things You Are is the mastery of rapid key center navigation. After learning this tune, you will no longer be intimidated by sudden modulations or non-diatonic chords. Secondly, the tune teaches the power of guide tones in creating melodic continuity. By seeing how Kern used the 3rds and 7ths to build a world-class melody, you learn how to do the same in your own improvisations. Finally, the song serves as a reminder that mathematical perfection and emotional beauty can coexist. Studying the 'mathematics' of the cycle of fourths here isn't just an academic exercise; it's a way to unlock a deeper level of expressive freedom.
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