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Rhythm Changes - Chords (Jazz Standard)

The Jazz Guitar Lessons

The chord changes for rhtyhm changes have LOADS of variations which is one of the reasons they can be so fascinating, challenging or fun depending on the approach you decide to take.

First thing to get down is playing it slowly! It's often played at breakneck speed, so you need to keep yourself under control while you're learning - just take it slow and make sure you got it going on before speeding it up!

It's a 32 Bar form, though the original Gerwin version for the musical had a bonus two bars!

The Form: A A B A
Most usual Key: Bb

Rhythm Changes - most simple version (debatable!)

This set of changes I have chosen as a starting point there are MANY options, I'm keeping it simple to start off with a sub the life out of it! So don't be listening to anyone who says there are 'wrong' changes, I've met several legendary jazz players with different opinions of playing rhythm, they can't all be right! :)

Bb∆7 Gm7 | Cm7 F7 | Bb∆7 Gm7 | Cm7 F7
Bb∆7 Bb7 | Eb∆7 Ebm7 | Bb∆7 Gm7 | Cm7 F7
Bb∆7 Gm7 | Cm7 F7 | Dm7 G7 | Cm7 F7
Bb∆7 Bb7 | Eb∆7 Ebm7 | Bb∆7 F7 | Bb∆7  
D7   | D7   | G7   | G7  
C7   | C7   | F7   | F7  
Bb∆7 Gm7 | Cm7 F7 | Bb∆7 Gm7 | Cm7 F7
Bb∆7 Bb7 | Eb∆7 Ebm7 | Bb∆7 F7 | Bb∆7  


Breaking it down - the first 8 Bars

So I've intentionally left out the harmonic analysis because it gets pretty full on and we're better off goign through it in details now.

The majority of the song is based around a I-vi-ii-V (1-6-2-5, or 1625 for short!) turnaround which is ripe for substitutions and exchanges and all kinds of exploration. You might like to check out my lesson on chord substituions for a the above as well in:

JA-030 • The 1652 subs
JA-031 • 1625 Chord Exercises

But there are some particular changes that are more commonly used in rhtyhm changes that are sometimes (but not so often) used in a normal 1652.

Lets look first of all at the first 8 bars and look at varios subs (substitutions).

I vi ii V I vi ii V
Bb∆7 Gm7 | Cm7 F7 | Bb∆7 Gm7 | Cm7 F7


A vi for your I?
Where to begin? well lets start with one of the most common substitions which is replacing the second Bb∆7 with a Dm7 - the I and vi chords are often interchangable as they share many common tones (Bb∆7=Bb, D F A) and (Dm7= D, F, A, C) and this makes for a comfortable set of ii-V sequences in the second half!

This is nice sounding harmonically and also give your soime nice options for using your collection of ii-V licks :)

I vi ii V ii V ii V
Bb∆7 Gm7 | Cm7 F7 | Dm7 Gm7 | Cm7 F7

Adding Chromatics
The other very common sub for the first 4 bars intorduces a diminished chord to create a very pleasing chromatic ascending bass movement. It sounds great for the rhythm and makes for some interesting things to play off when you start to explore the lead approach! This would be the common way I personally start with if playing this tune, mainly because I like the sound of it!

Perhaps you are wondering where these diminished chords come from? Well so had I any only just figured it out (doh!). You might know that Diminished Chords are often 7b9 chord substitions, and it's the same here but once removed.

I vi | ii V | iii V | ii V
Bb∆7 B˚7 | Cm7 C#˚7 | Dm7 Gm7 | Cm7 F7


Making the I or vi dominant
The first chord Bb∆7 (Bb Major 7th) is sometimes played as a Dominant chord, Bb7, which sounds more bluesey right away. It's not that common, but it happens and can sound pretty cool.

In the second time round I've changed the Gm7 to G7 which sounds great going to the Cm7, more of which you'll read about below.

I7 vi | ii V | I vi7 | ii V
Bb7 Gm7 | Cm7 F7 | Bb∆7 G7 | Cm7 F7


Making them all Domainant!
Hopefully many of you know that any chord can be preceeded by it's V (five) chord. Check out Secondary Dominants, if you're not hip with that. So if you think of this first 8 bars in reverse... the F7 is going back to Bb, a V-I. If we look for a V-I to go to F we'd find a C7, so we change the Cm7 to C7. The V that goes to C is G7, so lets change that too. So we end with something like this. I've also thrown in the D7 replacing the Dm7 we had earlier - it's just an option. I don't like the sound of this much myself and I don't hear it often but it makes way for other tricks!

I vi | ii V | iii vi7 | ii V
Bb7 G7 | C7 F7 | D7 G7 | C7 F7


The Tritone Worms!
Now this opens up another can of worms, the Tritone Substition, which states that we can replace any 7th chord with another 7th chord a tritone (Aug 4th) away. That gives us some cool tricks.. Gone back to the Bb at the start of Bar 3, just because it sounds better than Ab7 (TT sub for D7) in this particular movement imho. Too much of Tritone Sub use can get a little monotonous, so be careful using this tool!

  TT | TT |   | TT  
Bb7 Db7 | C7 B7 | Bb7 G7 | Gb7 F7



Breaking it down - the second 8 Bars

This second 8 bars is a new 4 bars and then either a standard turnaround (the first [A] section) or a conclusion (the second [A] section. The once I like most is below with the IV to IV minor, but it possibly the most common is one we'll look at in a sec.

I I7 IV IVm I vi ii V
Bb∆7 Bb7 | Eb∆7 Ebm7 | Bb∆7 Gm7 | Cm7 F7


So the more traditional approach, which I also really like is to play an E˚7 instead of the IVm. I'm kind of thinking that the E˚7 is functioning as an A7b9 which leads nicely to a Dm7 (as a sub for the Bb in Bar 3) and a series of ii-V's as discussed above.

I I7 IV #IV˚ I vi ii V
Bb∆7 Bb7 | Eb∆7 E˚7 | Dm7 G7 | Cm7 F7


The second time (and last time) we see this sequence it tends to stay on the Bb for the last 2 bars often with a jump to the V chord, but it's not essential. Very often it just hangs out on the Bb. It might also go back to using the IVm rather than the diminished 7.

I I7 IV #IV˚ I V I  
Bb∆7 Bb7 | Eb∆7 E˚7 | Bb F7 | Bb  


The B Section

While at first it looks simple, and I think that is some of the appeal, the busy changes in the [A] and the more static nature of the [B] section - but of course you can get silly with it if you like!

D7   | D7   | G7   | G7  
C7   | C7   | F7   | F7  


On very common approach is to add a ii chord before each V chord, which will give you space to run your hard practiced ii-V lines and makes for a pleasing major to minor shift in tonality.

Am7   | D7   | Dm7   | G7  
Gm7   | C7   | Cm7   | F7  


Of course you might then explore making the alternate V chords Tritone Substitutes, which gives you some cool chromatic approaches to lines. I quite like this kind of approach as you can run a similar line each time but the TT sub creates a tension of it's own - but again, when overused this can sound pretty boring and predictable.

Am7   | D7   | Abm7   | Db7  
Gm7   | C7   | Gbm7   | B7  



What to do when?

My advice is to listen to versions you like and do it the way you dig it, but learning the possible variations will help if you are jamming because you'll be in tune with place that other people might take it as you play - and might also offer you some ideas for improvisation and substitions you might make with your lines! Gotta suck it and see.






You'll find the chart for this tune in both of these Real Books!

Real Book 1

The Real Book Vol. 1 in C

This is the "real" real book. The original one, well not quite, it's the slightly newer version that the one 'everyone uses' which is the 5th edition - but this one is LOADS better, seriously, loads better. I bought this 6th Edition after starting this course and wish I'd bought it sooner!

Buy at
Buy at

New Real Book

The New Real Book in C

This is a "new" edition with lyrics and more modern jazz classics and fusion tunes - compliments the above real book, both are recommended.

Buy at
Buy at






Lesson ID: JA-591