Analysing the chords of “All The Things You Are”

Let’s use our Clock of Keys to analyse “All The Things You Are”.

I should emphasise that this is my interpretation. You might find another musician might vary it slightly. I would argue that this is pretty close to an interpretation based on the Clock of Keys. The structure - this is a 36 bar structure, not a 32 bar structure - and I would consider its shape is A1, A2, B, A3. So A1 has 8 bars, A2 has 8 bars, B the middle section has 8 bars - the middle 8 - and A3 has 12 bars. They’re all called A because they are thematically related to each other.

Remember we are looking out, very often, for a major seventh because it’s a very strong chord and, very often, it’s suggesting that, at least temporarily, we have modulated - we have changed key to the (new) key centre. Let’s have a look at A1. A1 consists of the first 2 lines of the music, the first 8 bars and it consists of 2 halves. The first half is, with my interpretation, simply a turnaround in A flat, namely VI-II-V-I in A flat. The roots are F, B flat, E flat and A flat, VI-II-V-I. If we look at the next 4 bars - the second half of A1 - then I would interpret that as II♭-V-I-I in C.

So V-I in C is G C, but the flat five substitute for G is D flat - a chord rooted on D flat - so it goes II♭-V-I-I. Let’s turn to A2. A2 is intimately related to A1, but in terms of chords it’s the whole of A1 transposed up a major fifth - or, if you like, down a fourth. For example A2, the first 4 bars consists of VI-II-V-I this time in E flat major. E flat is the fifth of A flat, so the whole thing has modulated up a fifth.

Similarly A flat major7, D7, G major7, G major7 - the second half of A2 - is another II♭-V-I-I, but this time in G and G is the fifth of C, which is the tonal centre - the point the chords were aiming towards at the end of A1. So A2 harmonically has the same structure as A1, but it’s up a fifth, however the tune from bar 6 onwards is different. Let’s move to the middle 8 - that’s bar 17.

Well this is clearly a II-V-I-I in G. So we’re in G major. We were in G major before - we stay in G major. However, the second half of B is, with my interpretation, you’re looking for E major7, it’s a very strong point and you get to it from a II-V. So II-V-I bars 21, 22, 23. Finally the last bar in the middle 8 - in B - is a preparatory bar to get you back to the last A section. The last A section begins as the other A section - as the first A section - on F minor7 and the fifth of F minor7 is C. So it’s a C-based chord.

In fact, if you want to be precise it’s C+7 - C augmented 7. What does that mean? It means its C7 with a sharpened fifth. So C7 has C, E, G, B flat in it but if we augment the fifth - if we sharpen the fifth - then we get an A flat in there and the A flat is in the tune. That’s why the chord is augmented.

We’ll say a bit more about that later on when we talk about chords with altered notes. Now we’re on to bar 25 - the A3 section and you’ll see that the first 4 bars are exactly the same as A1. So it’s a VI-II-V-I in A flat. Then I interpret the last 8 bars as a long cycle of fifths taking you back to A flat.

If it wasn’t for flat five substitutions it would go VII-III-VI-II-V-I — VII-III-VI-II-V-I — so that’s a long cycle of fifths. However, the VII - which if you think about what the VII is in the scale of A flat - is a chord rooted on G. If we take its flat five substitute we get a D flat. So we get a chord rooted on D flat and that indeed is what we’ve got in bar 29. Bar 30 is a chord rooted on D flat. The difference is that the first bar is D flat major7 and the second bar is D flat minor7.

This is using our 3rd rule of the Clock of Keys saying the tonality can change - or may be either. Then we get to bar 31 - that’s III - and it would normally be III-VI-II-V-I. In fact in the last line it is II-V-I — B flat minor7, E flat 7, A flat major 7 — so the whole piece is in A flat and we end up on A flat. However, what about bar 32?

Well if it was a VI in A flat, that would be a chord rooted on F and its flat five substitute is B - but is a B chord - so it is a flat five substitute of VI, but it isn’t a B major chord or a B minor chord because the tune has a G natural in it and an F natural in it. All the chords B major 7, B7, B minor 7 have an F sharp in it. This has an F natural in it and none of those chords have a G in it either.

In fact what it is, it’s a diminished chord because G and F belong to that … the B diminished scale has got an F and a G in it. To summarise again, the last section - the A3 section - is VI-II-V-I in A flat, a long turnaround to A flat, namely with IV, which is the flat 5 substitute for VII for 2 bars, then III, then the flat five substitution of VI, which is the B diminished chord, then II-V-I. Then the final bar is just part of a turnaround to get us back to F - G, C taking us back to F. What does this all mean in terms of improvisation?

As you see, it has a lot of chords and a lot of tonal centres, but we can reduce our improvisation to just playing on 5 major scales. If you look at the chart in front of you, my interpretation - the simplest interpretation - is for the first 4 bars to be using A flat major scale. These are all major scales. Then the next 4 bars C major scale. The next 4 bars E flat major scale. The next 4 bars G major scale. Now we are at the middle 8. First 4 bars G major scale. The next 3 bars after that an E major scale, because it’s II-V-I to E.

But then that final bar is taking us back to the top - so it’s taking us back to A flat - in fact it’s A flat all the way through, as we’ve said, with this big cycle of fifths VII-III-VI-II-V-I, using flat five substitutes. So instead of having to have a whole welter of scales to agree with our chords, we have now reduced it to lumps of 4 bars at a time of 5 scales. Let’s see wants this sounds like when we improvise with our playalong.