All of Me

Two Detroit songwriters wrote this in 1931 and it went to number one twice in its first year. The All of Me chords here are one thirty-two-bar chorus in C at a medium 120, written as a single strain, with two bars of G7 held at the end. The backing track follows that chart, and because the harmony moves slowly and cadences plainly, this is one of the best tunes to learn to solo on; the tempo and key both move freely.

Who wrote "All of Me"

Gerald Marks wrote the music and Seymour Simons the words, in 1931, and Irving Berlin Inc. published it. Belle Baker introduced it on the radio that year, and by December Paul Whiteman's orchestra with Mildred Bailey singing had taken it to number one; Louis Armstrong's record reached number one as well. The Songwriters Hall of Fame gave it the Towering Song Award in 2000. Published in 1931, it is out of copyright.

Recordings that made it a standard

• Paul Whiteman and his Orchestra with Mildred Bailey, single (1931) — the first commercial record and a number one. Bailey sings it straight and lightly, which is how the song was conceived.
• Louis Armstrong, single (1931) — also a number one, made the same year. Armstrong sings a chorus and plays one, and the phrasing on this record is what took the tune out of dance music.
• Billie Holiday, single (1941) — slower, behind the beat throughout, and the version most singers have in their ears. She finds a resignation in it that nobody had looked for.
• Frank Sinatra, single (1948) — an up-tempo swing reading. It reached the charts a third time, seventeen years after the song was written, which says most of what needs saying about it.

The changes

Thirty-two bars in C, written as one continuous strain rather than in four parts, and most chords last two bars. At 120 that is a great deal of room, which is why this is the tune most students are given first.

The architecture is a chain of secondary dominants that walks away from the key and back. CMaj7 for two bars, then E9 for two — the dominant of A minor, though it does not go there yet — then A7 for two, which is the dominant of D, and Dm arrives. Then E7 to Am, then D7 for two bars, and Dm7 to G7 brings it home. Every one of those dominants resolves down a fifth to the next chord, so the second half of the first sixteen is a circle of fifths spelled out at walking pace: E, A, D, G.

The second sixteen begins the same way and then cadences properly. F with F#dim7 is the subdominant lifted by a passing diminished chord into CMaj7 with Em7; A7 follows, then Dm7 and G7 a bar each, and C6 arrives — with Ebdim7 beside it, another passing chord, before Dm7 and G7 turn the form over. The chart then holds G7 for two bars, so it finishes on its dominant rather than resolving.

Two things repay attention. The first is the difference between E9 in the third bar and E7 in the nineteenth: the same chord in the same place, spelled two ways, and worth hearing rather than smoothing over. The second is that both diminished chords, F#dim7 and Ebdim7, are passing harmony carrying the bass by a half step. Nothing in this tune is a trap, but the long chords tempt players into filling them, and the song sounds better when they do not.