"All the Things You Are" was written by Jerome Kern, with lyrics by Oscar Hammerstein II, for the Broadway musical Very Warm for May (1939), where Hiram Sherman, Frances Mercer, Hollace Shaw and Ralph Stuart introduced it. Popular 1939 recordings by Tommy Dorsey and His Orchestra (vocal by Jack Leonard) and Artie Shaw and His Orchestra (vocal by Helen Forrest) followed. Ginny Simms sang it in Broadway Rhythm (1944) and Tony Martin in Till the Clouds Roll By (1946). It is a jazz standard. For players, the chorus runs 36 measures in the form AA2BA3 rather than the usual 32-bar AABA. The A section is in A-flat major and moves through a circle-of-fifths progression, while the bridge passes through G major and E minor. Its changes were reused in many contrafacts, including Charlie Parker's "Bird of Paradise", Mingus's "All The Things You Can C#", Dexter Gordon's "Boston Bernie" and Lee Konitz's "Thingin'". Notable versions include those by Judy Garland (1940), Dizzy Gillespie with Charlie Parker, the Modern Jazz Quartet, Art Pepper, Johnny Griffin with John Coltrane and Lee Morgan (1957), Ella Fitzgerald (1963), the Bill Evans Trio (1963), Barbra Streisand (1967), Stan Getz (1969), Michael Jackson (1973) and Frank Sinatra (1947).
