All the Things You Are is a masterclass in modulation for jazz piano. Jerome Kern's harmony wanders through several key centers — Ab major, C major, Eb major, and more — connected by elegant ii–V–I progressions. Pianists study it to learn long-range voice leading, not just local chord grips.
This guide maps the harmonic journey, provides voicing examples in Ab, and explains how to connect chords by guide tones. No melody notation is included; pair this with a lead sheet for the tune itself.
Why This Tune Matters for Pianists
Unlike blues-based standards, All the Things You Are moves through extended tonicizations. Each eight-bar section establishes a temporary tonic before pivoting. If you can comp through it smoothly, you can handle most Broadway-era jazz repertoire.
Most Real Book editions place the tune in Ab major. The opening phrase already implies F minor before confirming Ab major — typical Kern ambiguity.
Opening Section: F Minor to Ab Major
First eight bars (common Real Book outline):
- Bar 1: Fm7 (F–Ab–C–Eb)
- Bar 2: Bbm7 (Bb–Db–F–Ab)
- Bar 3: Eb7 (Eb–G–Bb–Db)
- Bar 4: Abmaj7 (Ab–C–Eb–G)
- Bar 5: Dbmaj7 (Db–F–Ab–C)
- Bar 6: Gbmaj7 (Gb–Bb–Db–F) or Db6 — edition varies
- Bar 7: Dbmaj7
- Bar 8: Dm7 (D–F–A–C) — pivot toward C major
Bars 1–4 are a ii–V–I in Ab: Fm7–Bbm7–Eb7–Abmaj7. Label it explicitly when studying. Bars 5–7 stay in Db major territory before the Dm7 pivot surprises the ear toward C.
Second Section: C Major Center
Bars 9–16 often proceed:
- Bar 9: G7 (G–B–D–F) — V of C
- Bar 10: Cmaj7 (C–E–G–B)
- Bar 11: Am7 (A–C–E–G)
- Bar 12: D7 (D–F#–A–C)
- Bar 13: Gmaj7 (G–B–D–F#)
- Bar 14: E7 (E–G#–B–D)
- Bar 15: Am7
- Bar 16: Abm7 (Ab–Cb–Eb–Gb) or Fm7 — setup for bridge
Bars 11–13 form ii–V–I in G major. Bar 14's E7 is a V7/vi in G or secondary dominant toward Am. Track guide tones: C# on D7 resolves to B on Gmaj7; G# on E7 resolves to A on Am7.
Bridge: Eb Major and Return
Bars 17–24 commonly feature:
- Cm7 – Fm7 – Bb7 – Ebmaj7 (ii–V–I in Eb)
- Then Abmaj7 or chromatic approach chords back toward Ab
- Late bridge: Db7 → Gbmaj7 or similar dominant cycle motion
The bridge's ii–V–I in Eb (Cm7–Fm7–Bb7–Ebmaj7) is a standalone drill worth transposing to all keys. See ii–V–I progression practice.
Final Section and Cadence
Bars 25–32 return toward Ab with familiar ii–V–I language:
- Fm7 – Bbm7 – Eb7 – Abmaj7 restates the opening cadence
- Some charts add a coda with Dbmaj7 – Eb7 – Abmaj7
End voicings on Abmaj7 with the ninth (Bb) for a open, resolved color: Eb3, Ab3, C4, Bb4.
Guide Tone Voice Leading
Connect thirds and sevenths across changes. Example from Fm7 to Bbm7 to Eb7:
- Fm7: Eb (7th) and Ab (3rd) in left hand
- Bbm7: Ab (7th) and Db (3rd) — Ab common tone
- Eb7: Db (7th) and G (3rd) — Db common tone
- Abmaj7: G (7th) and C (3rd) — G common tone
Practice this line slowly without roots. Add roots back once the upper voice motion is automatic. More on guide tones: jazz piano guide tones.
Rootless Voicings in Ab
- Fm7 Type B: Eb3, Ab3, C4, F4
- Bbm7 Type A: Db3, F3, Ab3, C4
- Eb7 Type B: Db3, G3, Bb3, F4
- Abmaj7 Type A: C3, G3, Bb3, Eb4
- Cmaj7 Type A: E3, B3, D4, G4
- D7 Type A: F#3, C4, Eb4, A4
Alternate Type A and Type B as roots move by fourth or fifth to minimize hand jumps.
Modulation Map for Study
Draw a roadmap before comping full form:
- Ab major (bars 1–4, return later)
- Db major (bars 5–7)
- C major (bars 9–10, 11–12)
- G major (bars 11–13)
- Eb major (bridge)
When you lose place in a chorus, identify which ii–V–I you are inside — recovery is faster than counting bars blindly.
Comping Considerations
Ballad-to-medium tempo (quarter = 72–120). Use:
- Half-note and whole-note comping in ballad sections
- Light Charleston in medium swing sections
- Long pedal on common tones during modulations
Avoid competing with a vocalist through dense reharmonization until the basic form is solid.
Practice Sequence
- Play roots only through 32 bars; speak key centers aloud.
- Add shell voicings; isolate Fm7–Bbm7–Eb7–Abmaj7 in all keys.
- Run guide-tone lines through section transitions.
- Full rootless comp at 80 BPM with metronome on 2 and 4.
- Transpose chart to C and G for singer-friendly keys.
Common Form Pitfalls in Jam Sessions
Jam sessions frequently lose the form at bar 8's Dm7 pivot toward C major or at the bridge entry in Eb. Count aloud through the first chorus without playing — speak key centers ("Ab," "Db," "C," "Eb") at each modulation. Pianists who comp confidently through the A section still stumble when the bridge arrives because they memorized chord names without tonal function.
When calling the tune, announce the key and form length (32 bars AABA). Confirm whether the group uses the common Real Book ending or a tag on the final two bars. One agreed turnaround prevents four musicians from resolving differently.
Reading Lead Sheet Annotations
Real Book charts sometimes abbreviate repeated sections with "DS" or repeat signs that differ from recorded arrangements. Before comping with a play-along, compare your written form to the track's intro length and outro tag. All the Things You Are rarely needs a fancy intro — four bars of Ebmaj7 or Abmaj7 vamp establishes tempo for vocalists.
Mark every secondary dominant with a small arrow pointing to its target tonic. A7 points to Dm; E7 points to Am. Visual arrows speed reading during performance more than rewriting chord symbols.
Long-Term Memorization Strategy
Memorize in four-bar phrases, not 32 bars at once. Week one: bars 1–8 only, roots and shells daily. Week two: bars 9–16. Week three: bridge. Week four: connect with metronome. Pianists who attempt full-form memorization in one weekend rely on finger memory that collapses under stage adrenaline.
Return to this roadmap whenever a jam session calls the tune in an unfamiliar key.
Summary
- All the Things You Are modulates through Ab, Db, C, G, and Eb centers.
- Each section is linked by ii–V–I progressions worth isolating.
- Guide-tone voice leading connects changes smoothly.
- Rootless Type A/B voicings support combo comping in Ab.
- Map key centers before attempting full-tempo performance.
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