“All the Things You Are” was composed by Jerome Kern with lyrics by Oscar Hammerstein II for the 1939 musical Very Warm for May, where it was introduced by Hiram Sherman, Frances Mercer, Hollace Shaw, and Ralph Stuart. Frank Sinatra made an original recording in 1939. Other popular recordings that year included versions by Tommy Dorsey and His Orchestra with Jack Leonard, Artie Shaw and His Orchestra with Helen Forrest, and Frankie Masters and His Orchestra with Harlan Rogers. The song later appeared in the films Broadway Rhythm and Till the Clouds Roll By.
A lasting jazz standard, its 36-bar chorus uses an expanded AA2BA3 design rather than a standard 32-bar AABA form. The opening begins in A-flat major with a circle-of-fifths progression, while the second A section restates the melody and harmony a perfect fourth lower. Its frequent key changes, including semitone modulations at the ends of the A sections, make the tune both logical and demanding for singers and improvisers. Charlie Parker used its changes for “Bird of Paradise,” and notable later interpretations include recordings by Ella Fitzgerald, Bill Evans Trio, Stan Getz, Keith Jarrett, and Tony Bennett.
