All of Me Walking Bass Line
Gerald Marks and Seymour Simons wrote All of Me in 1931, and it's been recorded by everyone from Louis Armstrong to Lester Young since. The changes run Cmaj7, E7, A7, Dm7, and from E7 on, each root falls a fifth to the next. Most chords last two bars, which is the real test for a bass player: eight beats on one chord, with no repeated notes and a clear pull into the next change. Below you'll find the changes bar by bar in C, the key jazz charts use, and a walking line to play through them.
Turn the bass off and it's your gig: the piano and drums keep going and you walk the line. The band counts you in with one bar of hi-hat.
Recorded upright bass, grand piano and a jazz drum kit play the line. Tab is for 4-string bass in standard tuning.
The changes
Charts agree on most of this tune. We use the iReal Pro chart from its Jazz 1460 playlist, which matches the Jazzadvice chart bar for bar. iReal Pro lists F#dim7 as an alternate for bar 26 and C/G for bar 27. Learn Jazz Standards' chart holds Fm6 for all of bar 26 and stays on C major through bars 31 and 32, with no Ebdim7 and no turnaround. Charts also spell the home chord two ways, Cmaj7 in the A sections and C6 in bar 31.
How this line works
- The root lands on beat 1 of 20 of the 34 chord changes, so the harmony is clear. The rest start on the 3rd or 5th, which keeps the line from sounding like a list of roots.
- 33 of the 33 chord changes are approached by a half step or a whole step, so every new chord arrives smoothly instead of by a jump.
- Non-chord tones sit on the weak beats: 19 on beat 2 and 16 on beat 4. That's where passing and chromatic notes sound intentional instead of wrong.
- No note repeats back to back. A repeated note is the quickest way to make a walking line sound stiff.
What All of Me teaches you
- Secondary dominants in a row: E7 is the V of Am7 and A7 is the V of Dm7, so from E7 on, the roots go E, A, D, each a fifth below the last. The 3rds of those chords, G# and C#, aren't in the key of C, and they're the notes that tell the band the chord has changed.
- Two bars per chord: in the A sections, Cmaj7, E7, A7 and Dm7 each get eight beats. That's where walking lines start repeating themselves, so plan a route that climbs or falls through the register instead of circling the root.
- No V chord before the B section: bar 8 is Dm7 and bar 9 jumps straight to E7, with no G7 in between. Your last note of bar 8 has to set up E7, not C.
- The minor iv: the C section goes Fmaj7 to Fm6. Only one note changes, A drops to Ab, and Fm6 (F, Ab, C, D) has the same notes as Dm7b5, which is why some players hear it as a ii chord.
- A diminished passing chord: bar 31 is C6 to Ebdim7, and the Eb sits a half step above the D of the Dm7 that follows, so the roots slide C, Eb, D into the last ii-V.
How to practice it
- Hear the form first. Turn the bass off and play just the root of each chord along with the band until you never lose your place.
- Read the line slowly. Set the tempo around 80 and play the written line with the drums. Slow is the fast way here.
- Loop the hard spots. Turn on Loop, find the four bars that trip you up, and play them until they feel like the easy ones.
- Make it yours. Keep beat 1 of every bar, but change the approach note on beat 4. A half step above, a half step below, a whole step: each one changes the color of the arrival.
- Play it with the record. Put on one of the versions below and play along. That's where the time feel gets into your hands.
Want to build your own lines on these changes? Try the free Walking Line Builder and practice with the click on 2 and 4.
Recordings to hear
- Lester Young and Teddy Wilson, Pres and Teddy (1959), with Gene Ramey on bass.
- Sarah Vaughan, Swingin' Easy (1957), with Richard Davis on bass.
- Lee Konitz, Motion (1961), with Sonny Dallas on bass.
All of Me: questions
What key is All of Me in?
Jazz players call it in C. That's the key in iReal Pro, Learn Jazz Standards and Jazzadvice's charts. The song was written in B-flat, though, so a singer's chart might be somewhere else. Everything on this page is in C.
What's the form of All of Me?
It's 32 bars in ABAC form. The A sections run Cmaj7, E7, A7, Dm7. B starts on E7 again but heads to Am7 and D7, then Dm7 G7 takes you back to the top. C moves to Fmaj7 and Fm6 before the closing ii-V-I and a turnaround.
How fast is All of Me usually played?
Charts mark it medium swing, which iReal Pro plays from 100 to 139 bpm. The line on this page is set at 120. Once every change lands clean there, move the metronome up a few clicks at a time.
Your next step
This page gives you one line to study. These courses teach you to build your own, on the bass you play.
The 7-Day Walking Bass Breakthrough
Cole DavisWalk through any jazz tune with lines that move, swing, and never repeat themselves.
- Walk through any ii-V-I, major or minor.
- Solve the two-bar problem on static modal tunes.
- Never repeat yourself two bars in a row.
Walking Basslines on Upright Bass from the Beginning
Cole DavisFive lessons from “my walking lines don't sound like the records” to professional-grade walking.
- The chord first: the 1-3-5-7, where every great bass line starts.
- The master move: changing the order of the notes, bar by bar, on an F blues.
- The three questions every bass line has to pass, then the whole method on Autumn Leaves.
Not sure which course fits? Answer a few questions and we'll point you to one.