All the Things You Are

Written: 1939

Music by: Jerome Kern

Words by: Oscar Hammerstein II

Written for: Very Warm for May
(Broadway Show)

On the Main Stage at Cafe Songbook

Ella Fitzgerald

performing

"All the Things You Are"

from her album Sings the Jerome Kern Songbook
and other albums that include the same track (1963)

Cafe Songbook Reading Room

"All the Things You Are"

Critics Corner || Lyrics Lounge

Written for and Introduced by

"All the Things You Are" was written for Very Warm for May, a Broadway musical, with book and lyrics by Oscar Hammerstein II and music by Jerome Kern. The show opened Nov. 17, 1939 and closed Jan. 6, 1940. This was Kern's last Broadway show.

For Alec Wilder in his classic book American Popular Song, Very Warm for May "was a complete failure; the reviews were so bad that only twenty people were in the audience the second night . . . . The book must have been terribly bad, since otherwise the show's failure is incomprehensible. For it had one of Kern's best scores. Indeed, there are five songs well worth considering, the greatest of them being "All the Things You Are." (p. 77). Wilder's other worthies are "Heaven in my Arms," "In the Heart of the Dark," "In Other Words, Seventeen," and "All in Fun."

The song was "Introduced on Broadway in Very Warm for May by a quartet (Hiram Sherman, Frances Mercer, Hollace Shaw, and Ralph Stuart) . Two singers sing as the characters themselves and two singers represent their hearts. Over the years, the song has been sung almost exclusively as a solo and the show lyrics, which have a verse constructed for the quartet, is replaced in the sheet music lyrics by the verse so familiar to subsequent listeners, beginning "Time and again I've longed for adventure / Something to make my heart beat the faster." To see the complete versions of both verses consult Amy Asch (Ed.), The Complete Lyrics of Oscar Hammerstein II, (p. 244).

Till the Clouds Roll By
(DVD)

Use in Productions Other Than the Original

Movies:

Broadway Rhythm, 1944, (loosely based on Very Warm for May, song performed by Ginny Simms).

A Letter for Evie, 1946, (song performed as a theme throughout movie).

Till the Clouds Roll By, 1946, Biopic of Jerome Kern (song performed by Tony Martin).

The Seven Hills of Rome, 1958, (excerpt performed by Mario Lanza).

Mrs. Henderson Presents, 2005, (song performed by
Will Young).

Early Recordings That Made the Charts
(year and chart #)

Tommy Dorsey, 1940 (1); Artie Shaw, 1940 (8); Frankie Masters, 1940 (14). (Source: Joel Whitburn, Pop Memories)

Thomas Hischak writes about "All the Things You Are":

It is a straight forward love song that praises the qualities of one's intended, yet the perfect blending of words and music make it exceptional. Hammerstein's lyric is enthrallingly romantic ("You are the promised gift of springtime") without crossing over into mawkishness, while Kern's music is ingenious and boldly adventurous. Kern wrote the odd but effective key and tempo changes for his own satisfaction and often stated that he never thought the song could become popular because it was too complex for the layman's ear. Yet the melodic line captivates even as one is aware of its strangeness (Thomas S. Hischak, The Tin Pan Alley Song Encyclopedia, p. 13).

Alec Wilder relates the story that "Kern was convinced that a song so complex [as "All the Things You Are] could never be a hit, but that a moment after voicing this fear to a friend he heard a passing pedestrian whistling it." Wilder goes on to note, "Well, it's not a simple song. It starts simply enough, to be sure, but it soon becomes tricky."

After explicating the tricky parts in some technical detail, Wilder comments, "And yet for all that, I've never known a layman enthusiast of the song to boggle at this point and fail to continue singing or whistling it. It's not only very ingenious, but very daring. I am as surprised as Kern is alleged to have been that it became a hit. Perhaps one should hark back to that old theory that if the opening measures of a song are singable, it doesn't matter how complex the rest of it is" (Alec Wilder, American Popular Song The Great Innovators, pp. 78-79, hardcover edition).

At the outset of a seven page discussion of the complexities of Kern's music for "All the Things You Are," Allen Forte notes,

Arthur Schwartz is said to have called it "the perfect song." It appeared eleven times on "Your Hit Parade" and occupied first place twice. Charles Hamm lists it as number 40 on his list of "Top Forty: The Most Often Recorded Songs in America, 1900-1950." It is also one of Variety's "Golden 100." Considering the complexity of the music of the song, as distinct from Oscar Hammerstein's straightforward amorous lyrics, this degree of documented renown is most unusual, not to say perplexing. To take the most sanguine view, its fame stands as a tribute to the sensitivity of a large audience to a compelling musical artifact. It has often been sung and recorded in aria fashion by singers trained in the classical idiom—for example, by the motion picture star Irene Dunne and the the opera star Eleanor Steber. And, of course, it remains, a jazz staple (Allen Forte, The American Popular Ballad, p. 73, hard cover edition).

[Editor's note: To compare, listen to the Beverly Sills (classical) and 1972 Carmen McRae (jazz) versions in the Record/Video Cabinet.]

Wilfred Sheed is also interested in the difficult aspects of Kern's song in relation to how singable it remains. He notes that "'All the Things You Are' was almost too good and is so musically sophisticated that Kern almost yanked it from the show [Very Warm for May] because the public wouldn't get it. And speaking strictly as a failed pianist and lifelong beginner . . . I can testify that it's sheet music is the most formidable I've seen so far, outside of Gershwin's own arrangements. Listening to it, I can only marvel at how it gets from here to there" (p. 139).

In comparing Duke Ellington's "Prelude to a Kiss" to Kern's "All the Things You Are," Sheed writes, "I would instantly vote ["Prelude to a Kiss"] the most beautiful song ever written, except for this one problem of the words. By contrast "All the Things You Are," its nearest rival, is a singer's song in the most fundamental sense, you want to start singing it immediately. And although it's a great piece of music in its own right, I've never heard a purely instrumental version of it" (Wilfred Sheed, The House That George Built, p. 110, hardcover edition).

[Editor's note: At another place in his book (p. 140), Sheed ups the estimation of this song just a bit by calling "All the Things You Are" "this greatest of American Songs." And not only are there more than just a few instrumental versions, the song has become, as Forte notes, a jazz staple. (See the Cafe Songbook Record/Video Cabinet for a few examples: Modern Jazz Quartet; Duke Ellington; Oscar Peterson;
Serge Gainsbourg; Joe Pass; Bob Florence, etc.]

"On September 24, [1940] Jerry gave the lie to his own laments that he could no longer play well when he appeared at a special program at the San Francisco World's Fair. The program, arranged by ASCAP, gave visitors a unique chance to see and hear most of America's greatest composers play their own beloved melodies. Irving Berlin, George M. Cohan, and a host of other celebrities entertained admirers. Kern played two compositions, "All the Things You Are: and "Smoke Gets in Your Eyes." As Recordings of the event disclose, Kern played them in a slightly florid style marked by some unexpected tempos, a style Saul Chaplin has labeled the 'Viennese Concert Style'" (Gerald Bordman, Jerome Kern His Life and Music p. 387).

[Editor's note: According to the Virtual Museum of the City of San Francisco web site article, The Lost and Found ASCAP 'Cavalcade of Music' Recordings' by David A. Banks, "Jerome Kern plays 'Smoke Gets in Your Eyes,' then accompanies Tony Martin for 'All the Things You Are.' Because of the audience's enthusiastic response to the latter song, it is repeated--the only time an entire song is repeated."

The web site also lists an address where these recordings, collected on CDs, can be obtained. Click the link above to go there.]

While writing "All the Things You Are," Oscar Hammerstein found himself in a lyricist's dilemma. He relates:

Some words . . . have lost their value through overuse. "Divine" is such a word. It occurs in "All the Things You Are." I didn't like this word when I submitted the song to Jerry Kern and, as I had anticipated, he didn't like it either. For many days I worked, trying to find a substitute. I just couldn't. The last lines are: "Some day I'll know that moment divine, When all the things you are, are mine." I was trapped. "All the Things you are," referred to poetically and romantically throughout the song, are certainly what I wish to be "mine." I could not surrender this finish. But it demands an "ine" rhyme. "Some day I'll know that moment . . ." What? Sign, line, fine, shine? Nothing served as well as the unwanted "Divine." I never could find a way out. The song written in 1937 [sic] shows signs of being a long-lived standard ballad—but I shall never be happy with that word! (Oscar Hammerstein II, Lyrics, pp. 28-29, hardcover edition)

For several reasons, the winter of 1939-1940 was a difficult time for Oscar Hammerstein. The early closing of Very Warm for May did not help matters. A bright spot was the emergence of "All the Things You Are" as a hit. This was signaled to the lyricist by a report from his daughter Alice, a student at the University of Chicago, that the song "began to be played with increasing frequency on the radio . . . that sometimes it was as often as three times in half an hour—her friends knocked on her door each time to inform her that it was on . . . [and it] became the number one song on the Hit Parade for many weeks. The song boosted not only Oscar's ego but his ASCAP income, which now averaged about $25,000 per year" (Fordin, Getting to Know Him pp. 171-72).

*[Editor's note: Presumably the radio was playing the Tommy Dorsey version and the other charted recordings listed above.]

As for "All the Things You Are" eventually becoming a standard despite Hammerstein's use of "Divine," not to mention the failure of Very Warm for May, Will Friedwald, in his book bearing as its title, the title of another Kern song, "The Song is You," credits Frank Sinatra: "It's true that no one introduced more standards than Fred Astaire, who had all the major Broadway legends almost simultaneously penning film scores for him. But no performer turned more songs into standards than Sinatra." One of Friedwald's examples is "All the Things You Are" (p. 157, Friedwald, Sinatra! The Song Is You A Singer's Art, hardcover ed.).

[Editor's note: Most songs that have been hits have not become standards. To become a standard, a song must do much more than be charted or have made the hit parade for some number of weeks. Wilfred Sheed is his book The House that George Built writes that by "standard" he means a song that fifty years after it was written "is still popular enough for most cocktail lounge pianists to have a rough idea of, and for their copyrights still to be worth fighting for." Similarly Max Morath called a standard "a song whose words and music every professional musician is supposed to know." Stephen Holden, music critic for The New York Times, inclines toward the psycho-social notion that it is a song "deeply embedded in the American psyche."]

Referring to Hammerstein's dislike of his word "Divine" (See above.), Philip Furia and Michael Lasser find the word quite satisfactory. They write:

"Divine" fits the song better than any substitute he might have found. The imagery is convincing, even though its formal rhetoric and almost purple language links it, not to musical comedy, but rather to the operettas Hammerstein had written earlier in his career: "Touching your hand, my heart beats the faster, / All that I want in all of this world is you" (p. 157).

Furthermore, it apparently didn't bother a lot of other professional songwriters either. Furia and Lasser report that "in a 1964 pole in Saturday Review, more composers called it ["All the Things You Are"] their favorite song than any other" (Furia and Lasser, America's Songs p. 157).

Philip Furia, although an admirer of Hammerstein's talent for composing singable lyrics (like Sheed—see above) also saw, as did many others, a distinction between him and the lyricists of The Songbook like Hart, Gershwin and Porter who "flashed brilliant imagery and reveled in clever rhyme." Furia elaborates:

Hammerstein . . . saw his artistry not in creating such imagery but in what he called "phonetics"—the careful manipulation of vowel and consonant sounds. . . . Such "phonetics" characterize the few hit songs Hammerstein wrote during the 1930's, like "The Song is You" (1932) and "All the Things You Are" (1939) (Furia, The Poets of Tin Pan Alley, p. 188).

As much admiration as Kern's collaborators had for him, there was no shortage of observations about his capacity to be difficult, especially when it came to how his music was performed. The orchestrator whom Kern preferred to any other was Robert Russell Bennett, He was one of those who had experienced some of the composer's less appealing qualities. Nevertheless, Bennett related the following to Max Wilk:

I went to [Kern's] funeral, and Oscar Hammerstein got up and did one of his beautiful eulogies, just a lovely thing. He said, "Let's have no tears, because Jerry wasn't a man to shed tears over, nor was he a man to shed tears himself." It was insane! The lovely things he said about Kern, what a darling man and all that, and I found tears coming down my cheeks. What for? There had never been any great affection between us. We were just excellent collaborators in a certain way.

So much talent! When you hear a thing like "They Didn't Believe Me," or some of the other tunes like "All the Things You Are," you forgive him anything" (Wilk, They're Playing Our Song, pp. 15-16).

All the Things You Are as Jazz Standard

Ted Gioia begins his article on "All the Things You Are" by damning it with faint praise. After acknowledging that he thought of calling the song his favorite jazz standard, he also says he is not especially entertained by the song as written by Jerome Kern. He finds it too "predictable" and "austere." It is rather that the song as written is a "springboard for jazz improvisation" that excites him. "I love this song less for what it is, than for what it can be" (Gioia's italics). He goes on to note how many jazz artists have returned to the song over and over during their careers.

The irony here that Gioia wants us to appreciate is that Kern himself was hostile to musicians who took liberties with his work through improvisation as well as being hostile to jazz in general. Nevertheless the jazz players were not put off and wound up giving the song a second life that it most likely would never have achieved without them. Gioia does acknowledge, however, the song's influence outside of jazz by noting that a nine year old Stephen Sondheim managed to see the short-lived Broadway show Very Warm for May for which "All the Things You Are" was written, later crediting the song as influencing his choice to become a Broadway songwriter. He also admits that Kern's work was resilient enough to weather "the passing fads and styles of the jazz world with admirable endurance and adaptability."

Gioia cites and comments on several of the versions of "All the Things You Are" listed in Cafe Songbook Record/Video Cabinet (this page) as well as other jazz interpretations including:

"All The Things You Are," recorded February 28, 1945. featuring Dizzy Gillespie, trumpet; Charlie Parker, alto sax; Clyde Hart, piano; Remo Palmieri, guitar; Slam Stewart, bass; and Cozy Cole, drums. Gioia comments that the beboppers took up the song "almost from the start. Dizzy Gillespie recorded it with Charlie Parker in an influential 1945 track" that included an Intro "intended as a parody of Rachmaninoff's Prelude in C-Sharp Minor."

Amazon

iTunes

Chet Baker (trumpet), Gerry Mulligan (baritone sax), Lee Konitz (alto sax) play "All The Things You Are," 1953. Gioia writes, "The cool jazz and West Coast players of the 1950's were equally attuned to "All the Thins You Are," and it shows up in recordings of this period by the Modern Jazz Quartet (See selection in Record/Video Cabinet), Stan Getz, Chet Baker, Art Pepper and indeed almost every significant improviser associated with these movements."

Other recordings of "All the Things You Are" mentioned by Gioia include those by Johnny Griffin with Coltrane and Lee Morgan, 1957; Sonny Rollins with Coleman Hawkins and Paul Bley, 1963; Keith Jarrett with Gary Peacock and Jack DeJohnette, 1983; and Brad Meldau, 1999.

To read a version of the lyrics for
"All the Things You Are" as sung by Ella Fitzgerald—including the verse,
click here.

As was mentioned above, the song appears in the original score with one verse and in the sheet music, subsequently published, with another, the reason being that the verse intended for performance in the show was unsuitable for solo renderings of the song. The verse that appears in the sheet music is one of the most familiar verses to be found in an American standard song:

Time and again I've longed for adventure,
something to make my heart beat the faster.
What did I long for?
I really never knew.
Finding your love, I've found my adventure.
Touching your hand my hear beats the faster.
All that I want in all of this world is you.
from Asch, The Complete Lyrics of Oscar Hammerstein II.

Many singers have found it appealing to hold over the "you" at the end of the verse, making it the first word of the refrain. Ella Fitzgerald, Sylvia McNair and others do this. (Listen to these on the Main Stage (McNair) or in The Cafe Songbook Record/Video Cabinet.)

The refrain demonstrates as well as any of Hammerstein's lyrics how beautifully he wrote, so beautifully that for some his sheer gorgeousness was achieved at the expense of the wit and cosmopolitan flavor of modern life that characterized the lyrics of Lorenz Hart, Cole Porter and other lyricists of The Great American Songbook. Whatever one may think on this score, it's hard to dislike lines as purely beautiful as the following, wit or no:

You are the promised kiss of springtime
That makes the lonely winter seem long.
You are the breathless hush of evening
That trembles on the brink of a lovely song.

Hammerstein was modern in the sense that he eschewed the tired words and phrases of the past. He agonized over his use of the word "divine" ("I'll know that moment divine"--See above.) because he didn't want to include an overused word. In other words he wanted to avoid even a hint of cliche, to keep his lyrics fresh, if not hip. Nevertheless one of the hippest of his generation appreciated his efforts:

Charlie Parker was quoted as saying this song ["All the Things You Are"] had his favorite lyrics. He used to call it "YATAG" which is an acronym for the lines "you are the angel glow" in the "B" part of the tune. (source: Wikipedia)

The complete, authoritative lyrics for "All the Things You Are" can be found in
the following sources:

Amy Asch (Ed.), The Complete Lyrics of Oscar Hammerstein II, New York: Alfred A. Knoph/Borzoi Books, 2008.

Reading Lyrics, Edited and with an Introduction by Robert Gottlieb and Robert Kimball, New York: Pantheon Books, 2000.

Click here to read Cafe Songbook lyrics policy.

Visitor Comments

Credits

The Cafe Songbook
Record/Video Cabinet:
Selected Recordings of

"All the Things You Are"

1939
Artie Shaw with Helen Forrest vocal
Album: The Essential Artie Shaw

Amazon

iTunes

Notes: "If you are a fan, new or old of Swing music, and you want a good sampling of some of the swing kings, these "Essential" ones by Columbia Legacy and Bluebird are the way to go. They have the best sound, they fit a lot of music on the discs, and aren't very expensive. If the guy you're looking for is not available, try the 'Bluebird's Best' series. They are mastered by the same people, and sound great as well. (from Amazon customer reviewer Comic Online)
(Please complete or pause one
video before starting another.)

1945
Frank Sinatra
Album: The Best of the Columbia Years
(with the Ken Lane Singers)
Arranged and Conducted
by Axel Stordahl

Amazon

iTunes

Notes: Siantra recorded "All the Things You Are" twice, both with Stordahl arrangements, first in 1944 for a Columia V-Disc and then in 1945 with the Ken Lane Singers, also for Columbia.
(Please complete or pause one
video before starting another.)

1948
Thelonious Monk Quartet
Kenny Hagood (vocal), Milt Jackson (vibes), Thelonious Monk (piano). John Simmons, (bass), Shadow Wilson, (drums)
Album: Round Midnignt: The Complete Blue Note Sessions & More

Amazon

iTunes

notes: Video below from album: Live at the It Club: Complete [Originally released by Columbia, 1982. Re-issue Columbia Legacy, 1998] Personnel: Thelonious Monk ( p ), Charlie Rouse (ts), Larry Gales (b), Ben Riley (d) -- not the same track as on album referenced above.
Video:

1952
Modern Jazz Quartet
Album: The Complete Modern Jazz Quartet Prestige & Pablo Recordings

notes: John Lewis, piano; Milt Jackson, vibes; Percy Heath, bass; Kenny Clarke, drums
video: Same track on video as on album above

Amazon

iTunes

(Please complete or pause one
video before starting another.)

1957
The Duke Ellington Trio
Album: Piano in the Foreground
Duke Ellington (piano), Samuel Woodyard (drums), Jimmy Woode (bass)

Amazon

iTunes

Video: Recording on video is from Ellington album Indigos originally released in 1958.)
(Please complete or pause one
video before starting another.)

1957
Carmen McRae
Album: Sings Great American Songwriters

Amazon

iTunes

notes: "The considerable achievement of Carmen McRae was always somewhat eclipsed by the dazzling technique of Ella Fitzgerald and Sarah Vaughan, not to mention Billie Holiday's personal drama or the flamboyant romanticism of Dinah Washington. Still, Carmen might have been the smartest, most discerning singer among them, and the one most suited to properly interpret the Great American Songbook, Ella's songbooks notwithstanding. SINGS GREAT AMERICAN SONGWRITERS brings together jazz producer Orrin Keepnew's selections of key performances from McRae's Decca years and lends a useful perspective on a career characterized by fine musical-literary instincts. While Ella sang as if the words to songs sometimes embarrassed her and Sarah as if she didn't know what they meant, McRae's unpretentious way with lyrics almost always revealed something of the song's real meaning. And unlike the cabaret great Mabel Mercer, who certainly knew what a song meant, Carmen had a truly lovely voice, offset sometimes by her somewhat sardonic tone. Still, it is the ballads here, like "Blue Moon" or the magnificent "Every Time We Say Goodbye" among others, that stand as perfect little works of art. This is part of Decca's Legendary Masters Of Jazz series . . . ." (from CD Universe Product Description)

1957
Keely Smith
arranged and conducted
by Nelson Riddle
Album: The Essential Capitol Collection

Amazon

iTunes

Notes: Keely Smith recorded "All the Things You Are" for her debut Capitol LP,
I Wish You Love, in 1957. All the tracks from that album as well as many other of her Capitol releases are available on the CD above.
(Please complete or pause one
video before starting another.)

1958
Peter Sellers
album: Classic Songs and Sketches

Amazon

iTunes

Notes: "George Martin used to produce the Goon Shows before he became associated with the Beatles, and Peter Sellers was a genius. Somewhere in there they made an exceptionally clever, masterfully done, and truly very funny comedic album" (from Amazon customer reviewer Double Shot Dopio). On the album track, Sellers is apparently singing "All the Things You Are" in the bathtub of his shared rooming house bathroom. As YouTube poster Richard Macintyre notes, it must have been very crowded in there with the orchestra and all.
(Please complete or pause one
video before starting another.)

1960
Margaret Whiting
Album: Sings the Jerome Kern Songbook

Amazon

iTunes

1962
Tony Bennett
Album: Tony Bennett With Ralph Sharon And His Orchestra At Carnegie Hall: Recorded Live June 9, 1962

Amazon || iTunes

notes: "This is the Columbia reissue of the original 2-LP set documenting Bennett's triumphant 1962 Carnegie Hall concert, which was recorded on the heels of "I Left My Heart In San Francisco's" massive success. Bennett has this audience (which includes Frank Sinatra and Perry Como-- an "Italian singing school" as he comments from the stage) in the palm of his hand. . ." (Read he full product description at CD Universe).

1963
Ella Fitzgerald
Album: Love Songs: The Best of the Verve Songbooks

Amazon

iTunes

Notes: The orchestra is conducted and the arrangment is by Nelson Riddle, recorded in 1963 for the Norman Granz produced LP Ella Fitzgerald Sings the Jerome Kern Songbook. Click here for a list of other albums on which this or another track of Ella doing "All the Things You Are" appears.

1967
Barbra Streisand
Album: Simply Streisand
(arranged by Ray Ellis)

Notes: Barbra includes the verse. For sheer beauty, it's difficult to find a better version.
Video: Same track as on album pictured above.

Amazon

iTunes

(Please complete or pause one
video before starting another.)

1970
Oscar Peterson Trio
Album: Another Day
Oscar Peterson (piano) Jiri Mraz (bass) Ray Price (drums)

Amazon || iTunes

(Please complete or pause one
video before starting another.)

1989
Joe Pass (guitar), Andre Previn (piano) and Ray Brown (bass)
Album: After Hours

Amazon || iTunes

(Please complete or pause one
video before starting another.)

2001
Curtis Stigers
Album: Baby Plays Around

Amazon

iTunes

(Please complete or pause one
video before starting another.)

2001
The Bob Florence Trio
Album: Another Side
Bob Florence (piano) Ken Greig (bass), Jack Davenport (drums)

Amazon || iTunes

(Please complete or pause one
video before starting another.)

2005
Carly Simon
Album: Moonlight Serenade
(arrangement by Richard Perry)

Amazon

iTunes

(Please complete or pause one
video before starting another.)