All of Me Chords & Harmonic Analysis

One of the tunes I sat out to learn since beginning my journey of learning jazz guitar has been All of Me. This is by far one of my favorite jazz tunes, and it has a very interesting chord progression. The analysis I’m using is from my copy of The Real Book. Order it if you don’t have it.

I’ve had help with the analysis of this song from the website, where there is a brief look at how this tune is constructed. This tune seems (to me anyway) to stray from the typical “jazz-like” progressions of Autumn Leaves, Blue Bossa, and All the Things You Are. Not a whole lot, but just a little. Not so much in the root notes, but mainly in their qualities.

The song is in the key of C Major (in the Real Book version I have). Although it is a beautiful tune, there are many variations from the typical diatonic chord tones of C Major. Therefore the analysis of the tune was a little confusing for me at first.

For instance, in All of Me, there are many chords that would diatonically be minor 7 chords, but in All of Me, dominant 7 chords are played in many measures where you would expect minor chords.

According to the website, the song uses an ABAC format. The Real Book I have just shows an A and B section, but I agree more with the website on the format.

Anyway, let’s dig into the tune.

As with the other songs I’ve analyzed on this site, I have drawn up my own version of the song on a blank sheet of music for you to look at if you wish. If I’m trying to really understand a song, I find it’s a great learning experience to write out the chords with roman numerals to get an idea of the structure of the tune. The PDF is viewable below.

Here are the first 8 bars of All of Me which make up the A section.

C6 | C6 | E7 | E7
A7 | A7 | Dm7 | Dm7

In roman numerals it would be…

I | I | III7 | III7
VI7 | VI7 | ii | ii

From my beginner perspective, for the key of C, these chords butcher the diatonic bubble that I’m used to playing in. For instance, diatonically, the III and VI chords are usually minor. But I guess that’s part of the learning process…knowing when these “rules” can and can’t be broken.

It also goes to show that even when straying outside the diatonic box, that a song can sound really nice, like this one does.

Oayk, so now let’s look at bars 9-16.

E7 | E7 | Am7 | Am7
D7 | D7 | Dm7 | G7

And in roman numerals

III7 | III7 | vi | vi
II7 | D7 | ii | V7

In bars we see our first 2-5 combination…hey, maybe this is a jazz tune after all! Okay, not to sound too newbie-ish, but from what I know, most jazz tunes have 251 combos in them. It’s a Dm7, then a G7, to be resolved to the C6. Nothing unusual to a jazz tune, it just doesn’t come right out at you right away. Anyway, let’s move on.

Bars 17-24 are just a repeat of the A section discussed above. Now let’s look at the C section, which consists of measures 25-32.

Here are the chords.

F6 | Fm6 | CM7, Em7b5 | A7
Dm7 | G7 | C6 | Dm7, G7

And of course in roman numerals…

IV | iv | I, iii | VI7
ii | V7 | I | ii, V7

The chords are changed up a bit here to create some tension for the end of the tune. For instance, the F chords on measures 25 & 26 create a tension that feels like it must be resolved. The progression ultimately ends up with a 2-5 turnaround in the last measure to lead right back into the first measure, which resolves in a I (the opening C6 chord of the tune).

You’ll also notice that this song follows the circle of 5ths quite a bit. There are several instances where the progression goes E-A-D-G-C. That is the circle of 5ths in a counter-clockwise direction.

From my newbie point of view. All of Me is a beautiful tune, but the chords are a little different, and requires a few extra glances to learn the progression. I do find it to be a good tune for beginners to learn however, due to the slower tempo, and the chords are played 2 measures in a row on many occasions.

Here’s the PDF I drew up. There is a mistake in the PDF. In the 3rd from last measure, I marked the G7 and II7, when it should be a V7. Scratch that out if you decide to use my drawing.

You’re better off drawing up your own lead sheet anyway, because it helps you learn. I just show you mine so you can see my line of thinking.

Beside from listening to backing tracks, here are a couple of versions I’d recommend listening to that I enjoy.

This is a vocal version. I like the idea of listening to vocal versions of the standards I learn because it imprints the melody in my head, which I use whenever I’m practicing the chords. It helps me to know when the chords sound right.

Next is just a non-vocal version, that really grooves. Lester Young tears it up on that tenor sax. Little faster tempo on this one. Sounds so smooth~~

Thanks so much for reading! To you newbies like me, I hope this helps you out some. For you jazz veterans, if I get anything wrong, please post it in the comments below. I want to make sure I’m getting things right.


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About the Author Brandon

Brandon is the creator of He is a purely self-taught, extremely passionate musician, with a background of mostly rock & blues. is a documentary of his mission to conquer the great feat of becoming an accomplished jazz guitarist.

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