Eventually I want to be able to smoothly recall the chords at speed. However, when memorizing them, it helps to have a series of mnemonics, and to chunk them together. Just as you practice a song slow before you play it fast, you memorize the chords slow.

Here is my analysis of “All the Things You Are.”

Notation:

• if there is no modifier on the chord, I mean a Maj7.
• A minus sign means a minor 7th.
• A lowercase o means diminished
• A 0 mean minor 7 flat 5

G- | C7   | F7 | Bb
Eb | E- A7| D  | D 
D- | G-   | C  | F
Bb | B- E7| A  | A

B- | E7   | A  | A
Ab-| Db7  | Gb | D7b13

G- | C7   | F7 | Bb
Eb | Eb-  | D- | Dbo
C- | F7   |Bb  | A0 D7b9

Start by noting that the whole thing is in the key of Bb and that is the landing chord, one measure before the end; the last measure is the turn around that brings you back to the top and would not be played the last iteration.

This song is all about moving in fourths. Remember the a ii-V-I progression is a series of fourths, as that sequence is used a lot in this tune.

To chunk this, start at the line level: ii-V7 in the key of C, V7-I in Bb, the key of the tune. This is all set up to establish the tone center. Essentially, it starts on the F, which is the fifth of the Bb base chord. Each chord is a fourth from the one preceding it. In order to remember it, focus in on the fact that each chord is designed to lead to the next, and resolve to the Bb, (but not stay there) Finger the G, C F and Bb keys as you would play them.

To transition to the next line, note that the Eb is also a fourth from the chord before it, and it targets the D major at the end of the line. It does this by chromatically stepping up the the E and using a ii-V-I. This is going to give a not-quite-resolved feeling (again) when you land on the D.

The transition from the second to third line is a move to the parallel minor. The root note stays the same, as does the fifth of the chord, but the third and the seventh both change, and these are the important notes for soling, the differences in the scale you would play over the D major and the D minor is that F# and C# move to the F natural and C natural.

The pattern is now the same as the first two bars…but starting on D minor. All of the relationships between the chords are the same, but down a fourth. The target chord here is now the A.

To transition to the bridge, we stay in the key of A, and, in standard jazz form, run it through a ii-V-I sequence for four bars. The sixth line is a half step down from the A to the Ab.

This leaves only the last bar of the measure as a standalone chord. Tonality-wise, we need to move from a G flat to an F, which is a half step down. But since we need a measure to do it, we need to somehow prolong the transition. The jump from Gb to the D is One of the few transitions that is not along the cycle of fourths. The best thing to note is that the Gb can be rewritten as an F#, and that is the third of the D. The Flat 13th of the D is the Bb/A# which is the third of the Gb. So you keep two of the notes of the chord constant while moving the root.

To transition back to the main them. The D leads to the G- along the cycle of 4th. This is also a return to the beginning of the song, and this and the following four chords are identical to the start of the song.

Where things change is the seventh line, and it is this variation that makes the song even more different from most “Song-Form” songs (Songs that follow the A-A-B-A pattern) in that it has an extra four bars in the last A section. You can think of the eighth line as that extra four bars: It is a descending line: Eb to Eb minor, then down a half step through Dminor D diminished a Cminor. All of this was to target the C minor as the ii of the final ii-V-I of the song, leading to the Final resolution to Bb.

The last two bars are the turn around, targetting a Gminor. The A-7b5 is still in the key of Bflat: it is built off the major 7th, and usually you play the locrian mode over it. The D7flat 9 can be played with the same set of notes. This is a ii-V in G minor. G minor is the relative (not parallel) major to Bb.

OK, that is a lot to think about. But again, you can chunk it:

• Start on Gminor.
• 5 measures of cycle of fourths
• 1/2 step up ii-V-I.
• Stay on that key, 5 measures cycle of fourths,
• 1/2 step up ii-V-I. Stay in that key for the bridge 4 bars.
• Half step up ii-V I (kinda) for the rest of the bridge.
• Weird Transition back to Gminor.
• 5 measures of cycle of fourths.
• Move to parallel minor.
• Chromatic walkdown for 4 bars.
• ii V-I.
• Turnaround.

That should be enough of a structure to help you recall the chords as you try to run through them mentally.