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Walking bass lines · Better Bass Lessons

All the Things You Are Walking Bass Line

Jerome Kern and Oscar Hammerstein II wrote All the Things You Are for the 1939 Broadway show Very Warm for May, and it's still a staple of jam sessions. For a bassist, it's a real test: 36 bars, five key centers, ii-V-Is everywhere, and a last A that runs four bars longer than you'd expect. Here are the standard changes bar by bar in A-flat, a walking line to play through them, and three recordings worth hearing.

Key: A-flat majorAABA, 36 bars (8+8+8+12)140-219 bpm (medium-up swing)
▶ Side A · All the Things You Are36 bars

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 disagree in a few bars. The original Real Book has G7 for all of bar 6 and D7 for all of bar 14; iReal Pro, Learn Jazz Standards and Jazzadvice split them into Dm7 G7 and Am7 D7, as shown here. Bar 21 is F#m7 in the Real Book but F#m7b5 in iReal Pro and Jazzadvice (iReal follows it with B7b9), so don't lean on the fifth of that chord. Bar 24's C7#5 is C+7 in the Real Book and C7b13 in iReal Pro; Learn Jazz Standards' chart puts a minor ii-V there instead (Gm7b5 C7b9). Bar 30 is Dbm7 in most charts, Dbm(maj7) in iReal Pro, and Wikipedia's analysis suggests Gb7. Bar 36 is only the turnaround (the Real Book writes G7 C7 in parentheses); on the last chorus the tune ends on Abmaj7 in bar 35. Many bands also add the intro and ending from Dizzy Gillespie's 1945 sextet recording with Charlie Parker and Slam Stewart on bass; jazzguitar.be spells its harmony as Db7#9 to C7#9.

A1
1Fm7
2B♭m7
3E♭7
4A♭maj7
5D♭maj7
6Dm7  G7
7Cmaj7
8Cmaj7
A2
9Cm7
10Fm7
11B♭7
12E♭maj7
13A♭maj7
14Am7  D7
15Gmaj7
16Gmaj7
B
17Am7
18D7
19Gmaj7
20Gmaj7
21F♯m7
22B7
23Emaj7
24C7♯5
A3
25Fm7
26B♭m7
27E♭7
28A♭maj7
29D♭maj7
30D♭m7
31Cm7
32Bdim7
33B♭m7
34E♭7
35A♭maj7
36Gm7♭5  C7

How this line works

  • The root lands on beat 1 of 31 of the 39 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.
  • 38 of the 38 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 7 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 the Things You Are teaches you

  • Five key centers in 36 bars: Ab, C, Eb, G and E. The first A lands in C, the second in G and the bridge in E, so you've got to know where each ii-V is headed, not just what the next chord is.
  • The A sections run on roots moving up a fourth (F, Bb, Eb, Ab, Db), then slide up a half step for a ii-V-I in a new key (Dm7 G7 to Cmaj7). The second A is the first one moved down a perfect fourth, so on a bass tuned in fourths, a shape from the first A often sits at the same frets one string lower.
  • The bridge is two ii-V-Is, Am7 D7 to Gmaj7 and then F#m7 B7 to Emaj7, a minor third lower. Bar 24 turns you around: raise the B of an E major chord to C and you've got C augmented (C, E, G#), the V of F minor. G# and Ab are the same pitch, so the third of Emaj7 becomes the third of the Fm7 that starts the last A.
  • The last A borrows the minor iv: Dbmaj7 turns into Dbm7, then Cm7, Bdim7 and Bbm7. Those roots walk down in half steps, Db to C to B to Bb, and land on the closing ii-V-I in Ab.
  • The tune starts on Fm7, the vi chord, not on Abmaj7, and the turnaround in bar 36 is a minor ii-V (Gm7b5 C7) aimed at F minor. The last A runs 12 bars, so if you count it like a 32-bar tune, you'll turn around four bars early.

How to practice it

  1. 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.
  2. Read the line slowly. Set the tempo around 80 and play the written line with the drums. Slow is the fast way here.
  3. 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.
  4. 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.
  5. 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

  • The Quintet (Charlie Parker, Dizzy Gillespie, Bud Powell, Charles Mingus, Max Roach), Jazz at Massey Hall (1953), with Charles Mingus on bass.
  • Sonny Rollins and Coleman Hawkins, Sonny Meets Hawk! (1963), with Bob Cranshaw on bass.
  • Ron Carter and Jim Hall, Live at Village West (1982), with Ron Carter on bass.

All the Things You Are: questions

What key is All the Things You Are in?

A-flat major. That's the key in the Real Book and in iReal Pro's chart, and it's the key most players will expect. Don't wait for Abmaj7 in bar 1, though: the tune starts on Fm7, the vi chord, and doesn't reach Abmaj7 until bar 4.

Why is All the Things You Are 36 bars instead of 32?

It's an AABA tune with a longer last A. The second A is the first one moved down a perfect fourth, the bridge is 8 bars, and the last A starts like the first before heading somewhere new in bar 30 (Dbm7, Cm7, Bdim7) and closing with a ii-V-I back to A-flat. That adds four bars, so count it 8, 8, 8, 12.

How fast is All the Things You Are usually played?

The iReal Pro chart in its Jazz 1460 playlist is marked Medium Up Swing, the feel iReal plays from 140 to 219 bpm. If that's too fast while you're still learning the key changes, slow it down until you can land every chord without stopping, then bring the tempo back up.

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 Davis

Walk 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.
Get the course · $37 →$37 · One-time · 30-day money-back

Walking Basslines on Upright Bass from the Beginning

Cole Davis

Five 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.
Get the course · $97 →$97 · One-time · 7-day money-back

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