All of Me · Jazz Wiki

“All of Me” is the tune you hand a student the week after “Autumn Leaves” — where that tune teaches the major and minor ii–V–I, this one teaches secondary dominants in their purest, most audible form. Every phrase is a little chain of dominants falling a fifth into the next chord, spelled out slowly enough that you can hear the gravity working in real time. It’s a 1931 pop song that jazz musicians kept because its harmony is almost a diagram of how functional harmony actually pulls.

The shape: ABAC, not AABA

The form is 32 bars in ABAC — an 8-bar A section, an 8-bar B section built from the same device a step further out, the A section repeated verbatim, and an 8-bar C section that closes the tune with its one splash of color. This is a useful form to know by name precisely because it isn’t the more common AABA of tunes like “Body and Soul” — no distinct bridge key change here, just the same melodic-harmonic idea stated, extended, restated, and resolved. Jazz players work it in C major.

The A section: a dominant chain resolving down the circle

The opening 8 bars are the clearest classroom example of a secondary-dominant chain you’ll find in the standard repertoire, and the harmonic rhythm is slow — two full bars per chord — so there’s no rush to hear it:

C6 (I)
E7 (V7/vi, but used here as a pivot toward A7 rather than resolving to Am)
A7 (V7/ii)
Dm7 (ii — the arrival)

Each chord’s root falls a fifth into the next: C → E is the odd one out (a third, not a fifth), but from E7 onward it’s fifths all the way — E→A→D. That’s root motion around the circle of fifths doing the work, and it’s why the line from C6 to Dm7 sounds inevitable rather than surprising. The guide tones tell the same story from the inside: C6’s 3rd (E) steps down to D, the 7th of E7; D slides a half step to C♯, the 3rd of A7; and C♯ falls another half step to C, the 7th of Dm7 — a single stepwise line threading 3rds and 7ths through the whole chain.

The B section: the same trick, aimed at a full ii–V

Bar 9 restarts the chain but this time drives all the way to a real ii–V turnaround:

E7 (V7/vi)
Am7 (vi — this time it actually resolves there)
D7 (V7/V)
Dm7 – G7 (ii–V, back to the top for the repeated A)

Notice the difference from the A section: in bar 5, E7 finally resolves to Am7 instead of sliding past it, and D7 sets up a textbook ii–V that lands you back on A. This is the tune’s real lesson in secondary-dominant thinking — the same V7 chord (E7) can function two different ways depending on where the line is headed, and only your ear (not the chord symbol alone) tells you which.

The one borrowed chord: F to Fm

After the A section repeats, the C section opens with the tune’s single chromatic event, and it’s worth isolating because everything else in the tune is either diatonic or a secondary dominant:

F6 (IV)
Fm6 (iv — borrowed from C minor)
Cmaj7/E – A7
Dm7 – G7 – C6

F moving to Fm is minor iv, a case of modal interchange where the major IV chord darkens by borrowing its third from the parallel minor key. It’s a small, isolated move — one bar, one chord — which makes it the ideal first encounter with borrowed harmony before tackling tunes that lean on it more heavily. After that dip into minor, the tune walks back through Cmaj7/E–A7 into a closing ii–V–I (Dm7–G7–C6), the same cadence you’ve already heard twice by then.

Why the melody teaches soloing by itself

The tune’s melody sits almost entirely on chord tones and guide tones rather than passing or chromatic notes, which means singing the melody is chord-tone soloing — the tune outlines its own changes. Combined with the slow, two-bar harmonic rhythm, that makes “All of Me” the ideal first vehicle for building a solo that simply traces each chord’s 3rd and 7th before adding anything fancier. Get the dominant chain, the ii–V turnarounds, and the one Fm under your fingers here, and the same shapes will show up everywhere in the Great American Songbook.

♫ Listen

Louis Armstrong — “All of Me” (1931/32): the recording that fixed the tune in the repertoire; hear the melody stated plainly right against the changes, chord tone by chord tone.
Billie Holiday — “All of Me” (1941): phrasing deliberately behind the beat over the slow two-bar harmonic rhythm, letting the guide-tone motion breathe.
Lester Young and Teddy Wilson — “All of Me” (1956): a horn line improvised straight out of the same chord tones the melody already uses — a direct demonstration of chord-tone soloing in practice.