A fellow guitar teacher asked me how to improvise over the changes for All of Me. The tune is usually done in C but it is also commonly played in G. Rather than answer him immediately I wrote the following analysis. Well, I’m not sure if it is an analysis, or just a rambling look into my own mind, but whatever. You might just find it useful. I am not delving into strange scale choices, or discussing phrasing. I’m just throwing out the basics here. Thanks to Travis Preston for transposing this entire analysis to C from the original G.
mm 1-2 – C6
The first two bars are a C6 chord. That’s I in the key of C, so your typical scale of choice is C. Or C pentatonic, or C major blues, whatever.
mm 3-4 – E7
This is a chord type known as a secondary dominant. That’s any chord that is V of something other than the tonic. In this case it is V/vi or “five of six”. There are a few ways to generate the most expected scale to use over this chord. If we take a C scale and only change the note we need to accommodate E7, we get C, D, E, F, G#, A, B , which happens to be an A harmonic minor scale. Alternatively, if we say “E7 is V in the key of A minor (not A major, because A is a minor chord in the key of C), and when faced with a V in a minor key the most expected scale is the harmonic minor,” then we get the same answer. Also, it’s nice to know how to play a straight up E7 arpeggio. AND, it’s nice to know what extensions are generated by using A harmonic minor on an E7. E G# B D F (A) C spells E7(b9,b13). The A is the 11, and is an avoid note, or a passing tone, but not part of the chord.
mm 5-6 – A7
We would expect V/vi to actually go to the vi chord. In this case, it sort of does. The vi chord (Amin7) has been replaced by yet another secondary dominant – V/ii or A7. That’s what secondary dominants do; they often stack up on each other in a series known as “backcycling”. If we take C and only change the note we need to accommodate A7, we get C# D E F G A B, which turns out to be D melodic minor. Not surprising as A is V in the key of D minor. Melodic minor is a scale that gives us the V chord without that funny augmented second between the 6th and 7th degrees of the scale that we get with harmonic minor. On the other hand, if we use the second method mentioned above – “A7 is V in the key of D minor (not D major, because D is a minor chord in the key of C), and when faced with a V in a minor key the most expected scale is the harmonic minor,” then we get a different answer. So we have a choice between D harmonic minor or D melodic minor. Again, it’s useful to know the extensions generated by each scale. A C# E G B (D) F is A9(b13) whereas A C# E G Bb (D) F is A7(b9,b13). There’s a pretty obvious b9 in the melody on beat 3 of measure 6, so I’d definitely use a b9 when playing chords over the melody. Harmonic minor is probably the most expected choice here, but there’s never just one choice in music, as far as I can tell.
mm 7-8 – Dmin7
Our series of secondary dominants has arrived at the ii chord. We’re in the key of C and this is the ii chord in C, so C is the scale we should use. Extensions generated? D F A C E G B spells Dmin13, but we are NOT playing with modal or static harmony, we are playing with funcional harmony. Nailing that 13 is not doing the tune any favors. This is a ii chord in C, not a i chord in D minor. Hitting that B will just make it sound like you think you’re on a V chord, which you are not. Feeling bluesy? A little D minor blues scale might sound hip here.
mm 9-10 – E7
V/vi. You know what to do!
mm 11-12 – Amin7
Our V/vi resolved to the vi chord. Again, we’re in C and we have a chord that is diatonic to C, so we should be using C. A C E G B D (F) spells Amin11. The F is not part of the harmony. Again you could use minor blues if you want. You could try to use A dorian here but I don’t think it’s all that spectacular. By the way, did you notice how the melody in mm 7-8 and mm 11-12 went from the 4 down to the minor 3? That’s not just something you’ll see on this tune. Look at ii and vi chords in any number of jazz tunes and you will see that it is an extremely common melodic device. This stuff is as formulaic as anything else that humans do.
mm 13-14 – D7
Another secondary dominant. This one is V/V. Again, if we just accommodate the chord to the C scale, we get C D E F# G A B, which turns out to be a G major scale. That makes sense, because D is V in the key of G, and G is a major triad in the key of C. Since we’re not in G, we should probably call this scale D mixolydian. Looking at the arpeggio, we have D F# A C E (G) B, or D9(13) the 11 is not part of the harmony. It clashes with the 3rd. Another way to deal with this chord is to add the #11. D F# A C E G# B is D13(#11). Putting that arpeggio into scale form, we get D E F# G# A B C – a D Major scale with a sharp 4 and a flat 7. This scale is known as Lydian-Dominant, and also happens to be the fourth mode of melodic minor (in this case A melodic minor). So, D mixolydian (D major with a b7, and the 5th mode of G), or D Lydian-Dominant (D major with a #4 and b7, and the 4th mode of A melodic minor) are both typical for this part of the tune. D major blues would work as well.
mm 15-16 – Amin7-D7
A secondary dominant usually goes to the chord that it “points” to, or to another secondary dominant with the same root. In this tune, V/vi went to V/ii, which went to ii. Later, V/vi went to vi. That’s because chords functioning as dominants want to resolve to their respective tonics. That process is called “tonicization”. We tonicize the vi with a V/vi, and so on. So it seems strange at first that the D7 in mm 13-14 does not move directly to G7, but instead changes to Dmin7, and then goes to G7. What’s happening here is that in jazz, a V chord (D7) can often be replaced with a ii-V (Amin7-D7). So, imagine this as two bars of V that have been replaced with a ii-V. Incidentally, it’s much more common for a V/V to resolve to a ii-V than it is for secondary dominants in other positions. That is to say, the chord progression seen in mm 13-16 is extremely common in jazz standards. In any event, we have a ii-V in the key of C here, so a C major scale is where it’s at, so to speak.
mm 17-24 – See mm 1-8
mm 25-26 – F6-Fm6
Here is a classic chord change in jazz and pop that illustrates the concept of borrowed chords really well. We have a IV-iv, or “four to minor four” progression. The iv chord is borrowed from C minor. Yeah, we can do that. Thank you very much, giants of western classical music. We’re still using the key of C for the F6 chord, which means we are implying Fmaj13(#11) – F A C E G B D. Since the Fmin6 comes from C minor we can use a C minor scale. Looking at the arpeggio, we would have F Ab C Eb G B D, or Fmin13. This is a great place to use that 13, by the way, unlike the ii chord earlier. We can also just change the notes we need to, staying as close to C as possible. C D E F G Ab Bb would be the scale. We had to flat the A to accommodate the chord, and we had to flat the B because B natural would sound like a flat five. Minor chords pretty much universally accommodate perfect fourths but shun augmented fourths. That scale is F harmonic minor, and I much prefer it to C minor when dealing with borrowed iv chords. Looking at the arpeggio we have F Ab C E G B D, or Fmin13(Maj7)! AWESOME!!
There is a variation on this change that is just as common, and that is to use a bVII chord (Bb7 in this case), or to use both chords (Fmin7-Bb7) as a sort of ii-V in the key of the bIII. All the same scales mentioned above will accommodate both changes. Actually, the F harmonic minor does not fit the Fmin7 perfectly as you’ll need a Eb for that change, but I don’t usually worry about that very much.
Finally, it is important to note that borrowed iv and bVII7 chords function as V chords. This means that they go to I or to a chord that functions in place of I, such as iii, or to another chord that delays resolution such as IV. The progressions that I consider all roughly the same that are encompassed here are as follows. Pick one from each column…
IV V I
ii iv iii
And then in rock there is the ever popluar I – bVII – IV – I. Can’t Explain is a good example.
Getting back to “All of Me”, you could replace the iv chord in mm 26 with a V chord and the melody would work just fine.
mm 27-28 – CMaj7 – Emin7 – A7
This is pretty straightforward. Measure 27 is a I-iii (not very common) and you can use C Major here. Measure 28 is V/ii and you can treat it like the other A7 chords in the tune.
mm 29-32 – Dmin7 G7 CMaj7
The tune wraps up, like most standards, with a ii-V-I. Resolution in measure 31 is typical of a 32 bar tune. Obviously the key of C is the most expected sound here. Again, knowing arpeggios is always helpful. It should be noted that the progressions in this tune are pretty typical of jazz tunes. It’s less common for chords to be static for two bars as they are in this piece, but the actual progressions are very straightforward. Every chord is either a diatonic seventh chord, a secondary dominant, or a borrowed chord. We generally take one of two approaches to these chords – Either stay as close to the key as possible, only altering scale tones that need to be altered to accommodate the non-diatonic chords, or use an appropriate scale for the chord based on its actual function. Either way we get roughly the same outcome. Of course, there are less common scales that could be employed at various points in this tune – fully altered, half-whole diminished, and whole tone scales come to mind.