free ebook

How to Play All the Things You Are On Guitar

This article is an installment in my Anatomy of a Tune series, where I take famous Standards and break them down from a specific standpoint such as improvisation, chord melody, comping, arranging or phrasing/rhythm. In this article, we will be breaking down All the Things You Are on guitar from the perspective of a chord melody arrangement and comping with basic chord subs.

“All the Things You Are” is one of the most popular standards in jazz, and a must learn for any jazz guitarist.

Since most of our responsibility in any ensemble is to provide harmonic material for intros, chord melodies and comping, this is a great tune to dig into when exploring different aspects of these concepts.

In the following article we will analyze both the harmonic progression and intervallic structure of the melody, as well as use this information to build a simple counterpoint line, chord melody and comping approach to the tune.

So, what are we waiting for? Let’s dig in to All The Things You Are on Guitar!

Have a question or comment on this lesson? Visit the ATTYA Analysis thread at the MWG Forum.


All the Things You Are on Guitar Analysis


Before we dive in to building a chord melody and working with some comping on All The Things You Are, let’s check out the harmonic progression itself.

Because this tune moves into a number of different keys, I’ve labeled the keys on top of the staff, over the chord symbols, and then the Roman numeral analysis is below the staff, underneath the melody.

You will notice that the progression for the first 8 bars, in the keys of Ab major and C major, is the exact same progression as the second 8 bars, though this time, the chords are in the keys of Eb and G major.

You can use this information to help you memorize the chord progression, but also during your improvisation as you can create a line over the first 8 bars, and then transpose it to the new keys for the next 8 bars.

This will allow you to approach the first half of the tune in a melodic fashion, developing a motivic based phrase that you can later build into lines and more intricate soloing.

The tune is divided into 4 section, the first three have 8 bars each while the last section has 12 bars. Here are the sections:


A – Bars 1-8
A2 – Bars 9-16
B – Bars 17-24
A3 – Bars 25 to End


Some key moments to check out, as you will encounter these progressions in many other songs, are the first five bars, vi-ii-V-I-IV.

This progression, or parts of it, can be found in many other tunes in the Standard jazz repertoire, so you might want to spend some time and practice comping and improvising over this progression in 12 keys and at different tempos.

Besides the iim7-V7-Imaj7 progression that make up the entire B section, as well as the last three bars of each A section, there is a very interesting group of chords in bars 29-32.

Here, you have IVmaj7-ivm7-iiim7-biiidim7, which leads to the last iim7-V7-Imaj7 turnaround of the tune.

These chords, especially the first three, are very common in the jazz repertoire, so again, they would be worth practicing in 12 keys and in multiple tempos from both a comping and improvising standpoint.


All The Things You Are on Guitar Analysis

All The Things You Are on Guitar Analysis 2


All The Things You Are Intervallic Analysis


With an understanding of how the chords and key centers work for All The Things You Are on Guitar, we’ll now dive into the melody line of the tune.

Here is where you are going to be able to identify patterns in the interval structure of the melody, as well as use this for the basis of any chord melody that you want to work out over All The Things You Are.

Notice how many times the melody line uses chord tones. Besides a few instances, mostly 2nds and 4ths, the melody is largely made up of 3rds and 7ths.

These two notes are often referred to as “guide tones” as they are used by compers and improvisers to outline the harmony of a given piece using voice leading.

Notice that, in many progressions, the 3rd from one chord will stay in place to become the 7th of the next chord, or the 7th of one chord will move down by a half-step to become the 3rd of the next chord.

You can see this in the melody line between bars 2 and 3, where the 7th of Bbm7, Ab, moves down by half-step to become the 3rd of Eb7, G.

As well, that same G, the 3rd of Eb7, stays in place to become the 7th of the next chord, Abmaj7.

This type of voice leading, using 3rd and 7ths to create melody lines and melodic phrases, is an important tool for any improviser.

So, when learning this, or any tune, it is always good practice to play the 3rds and 7ths of each chord, from memory, and when you can do that improvise lines using only those notes for each chord.

You will be surprised how clearly you can outline the harmonic progression while only using two notes in your lines.

Since the melody is largely made up of 3rds and 7ths, this also makes it easy to build a chord melody arrangement, as both of these intervals will be at the top of many common Drop 2 and Drop 3 chord shapes.

More on this later, but if you are ready to dig into developing your own chord melody for ATTYA, try starting with Drop2 and then Drop 3 chords, you’ll notice how naturally these shapes fit with the melody line, making it the perfect vehicle for a chord melody on the guitar.


All The Things You Are on Guitar Melody

All The Things You Are on Guitar Melody 2


All The Things You Are Melody With Bassline


One of the exercises that I love to do, and to teach to my students, to get ready for a chord melody is to add a simple bassline made up of tonic notes below the melody line.

By doing so, you can start to physically see how the melody notes relate to the root note of each chord, as well as begin to hear how the root and melody line sound against each other.

This exercise will also give you a framework for “filling in the blanks” in between the melody and bassline to form a nice-sounding chord melody arrangement that didn’t take a lot of struggle to work out.

I’ve written out the first part of the tune in this manner below, so once you have worked through this section and gotten the gist of the exercise, work through the rest of the tune on your own in this manner.

If you want to write out the melody with the bass notes below first, and then memorize it, that’s perfectly fine.

Or, if you want to challenge yourself further, you might want to try working out the bass-melody arrangement for the rest of the tune without looking at the lead sheet.

Both methods are perfectly acceptable, so go with whatever one feels more comfortable to you at this point in your development.

You will notice that there are times when two bass notes seem like legitimate fingerings, such as the Bb in bar 2 which is played on the 6th string in my example, but could also be played on the 4th string in that position.

When you come to moments like these, it’s best to at least explore both options, as one might work with just the bass and melody alone, but when you go to add in some extra notes to form a chord melody the stretch is too big, as is the case in this example, which you’ll see in the next section.


All The Things You Are on Guitar Bassline


All The Things You Are Basic Chord Melody


Now that you have learned the melody line, as well as the bass notes that fit below each chord in the tune, you can add in a few notes between these outer voices to form a simple, yet cool sounding chord melody arrangement.

You can do this in two different ways, both of which are valid depending on which one you chose.

As an example, I have written out the first part of the tune as a chord melody arrangement, check it out, and after you’ve explore the two options, use these concepts to create a chord melody of your own for the rest of the piece, or the whole tune if you are feeling ambitious.

The first approach is to look at the melody line and bass together, then simply insert a Drop 2, Drop 3 or Drop 2 and 4 chord that fits that position.

As we discussed earlier, Drop 2 chords work great with this melody, so when you look at my example you’ll notice that I pretty much just stuck to those for my arrangement.

The second way to work out the chord melody once you have the melody line and bass notes in place is to do it theoretically.

Look at what note is in the melody, say the Ab (3rd) in the first bar, and then add that to the bass note, the Root (F).

Then, figure out what notes are missing to build a chord, in this case it is C and Eb, the 5th and 7th.

Just find those two notes in that position, add them to the bass note and melody, and voila, you’ve got a chord shape that you can use in your arrangement.

This second way is a bit more in-depth as far as theory goes, so it’s not for everyone.

Eventually it would be good to be able to use both approaches, as they can be useful in different situations outside of AATYA, so having both under your fingers is a plus in the long run.


All The Things You Are on Guitar Chord Melody


Bassline with Half-Step Approaches


One of the ways I like to spice up the changes to All The Things You Are on Guitar is to add half-step approaches before each chord in the progression.

Now, this is for the purpose of learning the concept, so when you get to actually performing the tune you don’t have to include all of these subs in your playing, just the ones you think fit the moment and that can be used to add interest to your chord melody, comping or even improvising.

The concept is fairly simple, just approach each new chord with a chord of the same quality a half-step above the root of that chord.

So, the chords Fm7-Bbm7 will now become Fm7 Bm7-Bbm7.

You’ll find that when you do this for a few bars in a row, you start to get a cool Joe Pass vibe in your playing.

Joe liked this approach a lot, adding a half-step approach above the next chord, and it was a technique he used in his comping and soloing.

I’ve written out the melody line along with the bass notes, as we looked at earlier, only this time I’ve included the approach chords in there as well.

This is a good place to start, as for some people these notes can sound a bit outside the normal harmony, causing clashes with the melody that take time to get used to.

Try this approach out over the bassline in my example.

Then, try working out the rest of the tune using the same approach on your own.

When you can do that, and the notes start to settle in your ears a bit, then move on to the next exercise in the article.


All The Things You Are on Guitar Chord Melody 2


Comping with Half-Step Approaches


As well as using the half-step approach with basslines, you can also do this with comping.

Here is how the first half of the tune would look from a comping perspective using this concept.

Again, this is just an exercise.

Work through the rest of the tune in this way, using half-step approaches before each chord, then when it comes time to take it to a jam session or gig, let you ears guide you as to when it is appropriate to insert these chords, and when it’s better to just stick to the original harmony.


All The Things You Are on Guitar Advanced Comping


All The Things You Are on Guitar Turnaround


The last thing we’ll look at with All The Things You Are is a very cool little turnaround progression that was shown to me by my first jazz guitar teacher Nick Di Tomasso.

The concept is fairly simple. Whenever you have a tonic chord, in this case Cmaj7, that moves to a tonic minor chord a few bars later, Cm7, you can insert a walk up and walk down between those two chords.

Here is how this progression fits into bars 7 and 8 of All The Things You Are.

After you have learned it here, try and find other tunes you know or are working on that you can insert these chords into.

It’s a great sounding way to add more movement to static tonic chords, and allows you to lead into the next chord rather than just jump there from the previous tonic major.


All The Things You Are on Guitar Turnaround



Check out the exercises above over this tune, then take them to other tunes you are working on.

Being able to analyze a harmonic progression, the interval structure of a melody, as well as create a simple bass-melody counterpoint and chord melody arrangement are all great skills to have for any jazz guitarist.

Do you have a question about All The Things You Are on Guitar? Share your thoughts in the comments section below.

Return to the Anatomy of a Tune Homepage

"Matt's site is an amazing resource when studying Jazz guitar. It's clear, effective, and available 24 hours a day, 7 days a week" - Joel

Join Joel and 25,000 others who benefit from free email guitar lessons

100% privacy. Your email will never be shared


  1. David, January 5, 2012:

    First of: Your site is great. And this “Anatomy of a tune” is just the perfect idea. I’m looking forward to more tunes analysed by you. Maybe a minor tune like Summertime, The thrill is gone (by Henderson), or any other minor tune in the future. And maybe some blues. I really hope you will continue with these analyses because it’s very interesting stuff. You are a great teacher. I’m very thankful.


    David (guitarist from Sweden).

  2. Matt Warnock, January 5, 2012:

    Hey David,
    Thanks for checking out my site, glad you’re digging it! I was already planning to do Summertime next, talking about reharms since the chords are pretty basic as well as using the melody for improvisation, and if I have room sneaking in some 3rd and 7th comping.

    Should be out next week so stay tuned!

  3. peter, January 6, 2012:

    Another great series”AOAT” Really enjoying these!

  4. Matt Warnock, January 6, 2012:

    Thanks Peter, it’s been a fun series to write so far, looking forward to the next entries! Looks like it will be Summertime, Skylark and Bluesette

  5. Peter Andreev, January 8, 2012:

    Matt, awesome article. I love reading them all.

    Just a small note for perfection, in the form where you’re showing the melody to harmony relationship, you have an error in bar 18. It says Eb is the 2nd of D7 and that E natural is the b3 of D7.

    Keep these articles coming. They’re a really enjoyable read.

  6. Matt Warnock, January 8, 2012:

    thanks Peter, good eyes! I missed that one, got it all fixed up now to the write intervals. Thanks for checking out my site.

  7. kamlapati, January 9, 2012:

    Wow, love the idea, and great analysis. Put a dozen of these in a book and I’ll be your first customer. If you’re looking for input on your dozen tunes, give me a holler.

  8. Matt Warnock, January 9, 2012:

    thanks! I’ve got a request line of about 5 tunes already, but am always looking for new suggestions. Don’t think I’d ever be able to sell these, would never get permission from the copyright holders of the songs, so for now I’ll just post them for free on my site.

  9. Paulo Dias da Costa, January 25, 2012:

    Hi, Matt, I’m from Brazil and I think it would be great if you analize tunes by Tom Jobim, like “Só Tinha de Ser Com Você” (one of my favorites, quite jazzy), “Passarim” (what can be said about this song?), “Inútil Paisagem”, as well as another brazilian composers, like Ivan Lins, Roberto Menescal, etc. I guess you have a good knowledge of MPB, am I right?

  10. Matthew Warnock, January 25, 2012:

    Oi Paulo,
    yes, those are all great tunes, I will have to analyze one for this project. I love MPB, just was teaching Samba de Orly to a student today.


  11. Matthew Warnock, February 3, 2012:

    Hey David, just posted the new Anatomy of a Tune for Summertime, you can check it out here if you like.

  12. David Appelgren, February 3, 2012:

    Thank you. It will help me understanding the tune. Summertime is one of my favorite tune, so I’m looking forward to apply the new ideas I get from your teaching.



  13. Matthew Warnock, February 3, 2012:

    No problem, hope you dig Summertime!

  14. Paul Kimberlee, April 6, 2012:

    Hi Matt, thanks for the excellent site its very helpful, I’ve learned so much from your lessons. I’m enjoying this series in particular. I struggle a little with increasing my repetoir and understanding tunes so this is great. I was told before to analyse the melody in intervals and scale patterns to help. But I wasn’t sure if I should look at the intervals as related to the starting key of the tune, the key centers the tune moves through or to the individual chords. So this has cleared that up for me. Thanks again.

  15. Matthew Warnock, April 6, 2012:

    Hey Paul,
    Glad you like the series and that it is helpful to you, thanks for checking out my site!

  16. Jorge Diez, August 8, 2012:

    Great job! Thanks a lot and best wishes from Spain!

  17. Matthew Warnock, August 8, 2012:

    Thanks Jorge glad you dug the lesson!

  18. George Gecik, August 8, 2012:

    Hi Matt, This is fabulous. I’m working on this song with one of my students who is playing it in Jr. Hi Jazz Band. Your analysis is spot on and so very helpful. Thanks. Much appreciated.

  19. Matthew Warnock, August 8, 2012:

    Cool George glad you dug the lesson and hope it helps your student get through the tune!

  20. Sailor, August 9, 2012:

    Wow!…just wow! tx matt

    (please do anatomy of a tune So What)….esp comping :)

  21. Matthew Warnock, August 9, 2012:

    NP man, thanks for checking it out. That’s a great suggestions I’ll see what I can do.

  22. Amelia, August 15, 2012:

    Awesome article again Matt.
    For the bridge, can I use chromatics to handle the potentially difficult transition from G maj 7 to E maj min 7 ?
    That is, can I use G maj 7, F# min 7 b5, F7 (tritone sub for B7), E maj ?

    I know that purists have a problem with using a tritone sub as part of a min 2 5 1. I don’t as long as it sounds good.
    What is your view on this ?

    As I’m a beginner in improv, would you have a problem if I treated the last bar of the bridge as either C7 alt or E maj ?

    Greetings from Australia

  23. Matthew Warnock, August 15, 2012:

    Hi Amelia, I don’t think most players would have a problem using a tritone sub in the bridge, that sub goes back to the early Bebop era so it’s not a controversial change, at least I’d hope not, so go for it.

    Also, the last bar of the bridge could be played either way. The c7 just brings the tune back into the Fm7 chord in the next bar. But, if you were playing a solo version, or working out an arrangement you could keep it as Emaj7, or even keep the E root and change it to an Edim7, whihc is like C7b9/E.

  24. Amelia, August 15, 2012:

    Thank you once again Matt for simplifying things for me. For F#min 7b5 , I will use A melodic minor scale. For F7, I will use C melodic minor scale (F lydian dom).
    You can see that I’ve been working on melodic minor 1st mode from melodic minor tutorial hehe !

    For the last measure, yes, I’m either soloing or arranging so using E maj 7 will be easier for me. I’m thinking that sometimes a dim chord sounds a bit too sinister for All the Things You are.

    Much appreciated.

  25. Larry Tamanini, June 28, 2013:

    you can throw the “ladybird” turnaround in the A section too

  26. Luca, June 28, 2013:

    Matt, you are fantastic.

  27. Matt Warnock, June 28, 2013:

    Thanks Luca, appreciate the kind words.

  28. jonfernquest, June 29, 2013:

    Thanks so much. I’ve been trying to do this same sort of thing, though for string set 1-5 capo on 5th fret (AKA ukulele, to give fingers a rest). Thanks so much for systematizing this process. (Does seem like something a computer program could handle, such as an add on to a Guitar Pro sort of program).

    Focusing on 3rds and 7ths is a great hint, it seems to simplify the so-called “connecting game” between chords (Jazz Guitar Soloing, Joe Elliott, 15).

    I believe Gary Burton in his free Jazz Improv course at Coursera made the point that **good soloists can make you hear the changes or harmony** without accompaniment playing chords and the way they do this is by emphasizing those tones essential for chord resolution in the changes in the notes moving between chords (leading tone or common tone between chords).

    I know the guide tones 3rd and 4th are the so-called “tendency tones” of V7 chords that resolve (7-8, 4-3) in V7-I but I guess they are also useful for movements between other chords. Will have to research this :)

  29. jonfernquest, June 29, 2013:

    String set 1-4, capo on 5th fret (AKA ukulele), ugh, didn’t proofread my posting.

    Looking for a precise definition of “guide tone”, one definition given in glossary is not precise enough:”Guide Tone, Guide Tone Lines: The essence of a chord progression distilled from the voice leading of each chord’s basic sound.” (The Chord Scale Theory & Jazz Harmony, Nettles & Graf, Berkelee, 178). Will have to try to extract from Gary Burton’s lecture.

Share Your Comments or Questions