Jerome Kern’s “All the Things You Are”: A Celebration of Modulation

Jerome Kern, one of the greatest composers of the American musical theater, was born on this date 135 years ago on January 27, 1885.

Kern wrote over 700 songs, including Ol’ Man River and Can’t Help Lovin’ Dat Man(lyrics by Oscar Hammerstein II) from the landmark 1927 musical, Show Boat, Long Ago (And Far Away) (lyrics by Ira Gershwin), A Fine Romance (lyrics by Dorothy Fields), and Smoke Gets in Your Eyes (lyrics by Otto Harbach). According to those who heard him at work at the piano, Kern’s compositional process often involved a process of elimination: He would select the “correct” note only after trying all of the other possible choices.

One of Jerome Kern’s most extraordinary melodies is All the Things Your Are, written for a 1939 musical called Very Warm for May, with lyrics by Hammerstein. The song exhibits an incredible harmonic sophistication, working its way around the circle of fifths through of series of modulations. In an interview on Marian McPartland’s Piano Jazz, Stephen Sondheim offered a fascinating analysis of All the Things You Are, which he says, “may be the only song in which the tonic (the first scale degree which provides the tonal center) is never stated until the last chord.”

This live performance featuring Joyce DiDonato and pianist Antonio Pappano captures the song’s sensuousness, mystery, and melancholy:

In celebration of Kern’s birthday, let’s also return to Keith Jarrett’s magical 2002 improvisation on Ol’ Man River.


  • Kern: All the Things You Are, Joyce DiDonato, Antonio Pappano Amazon

About Timothy Judd

A native of Upstate New York, Timothy Judd has been a member of the Richmond Symphony violin section since 2001. He is a graduate of the Eastman School of Music where he earned the degrees Bachelor of Music and Master of Music, studying with world renowned Ukrainian-American violinist Oleh Krysa.

The son of public school music educators, Timothy Judd began violin lessons at the age of four through Eastman’s Community Education Division. He was a student of Anastasia Jempelis, one of the earliest champions of the Suzuki method in the United States.

A passionate teacher, Mr. Judd has maintained a private violin studio in the Richmond area since 2002 and has been active coaching chamber music and numerous youth orchestra sectionals.

In his free time, Timothy Judd enjoys working out with Richmond’s popular SEAL Team Physical Training program.

3 thoughts on “Jerome Kern’s “All the Things You Are”: A Celebration of Modulation”

  1. Hi, the timing of your article is opportune, I am a voiceover artist and just recorded some new spoken word songs one of which is ALL THE THINGS YOU ARE. It’s with piano, bass, drums and saxophone, I just received a copy from my editor and would love you to hear it. If you are interested, let me know where to send it.

  2. Many of Kern’s tunes became jazz standards, including this one. “All The Things You Are” is something of a textbook song in the jazz world. You can look on Youtube for dozens (maybe hundreds) of recorded versions of the song by all the jazz greats, and a sizeable number of videos analyzing its harmonic structure from a jazz perspecitve.

  3. I find that the Jazz versions of this beautiful Song lose that magical quality inherent in this composition.

    Kristin Chenoweth recorded a version of this which is extremely intimate, as if she is singing it to a person in front of her..



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