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Jazz Play Along: Autumn Leaves (& sheet music)

“Autumn Leaves,” composed by Joseph Kosma and featuring lyrics by the French poet, Jacques Prevert, debuted as “Les Feuilles Mortes.” Yves Montand performed the song in the 1946 poetic realism film, Les Portes de la Nuit, a dark drama set in post-World War II Paris.

Johnny Mercer penned English lyrics for the tune in 1949, re-releasing it under the name “Autumn Leaves.” Jo Stafford was the first to record the English version, but the song did not gain popularity until 1955, when pianist Roger Williams recorded a version of the song. The Williams rendition became a number-one hit, selling over one million copies.

The lyrics of “Autumn Leaves” pair with the gloomy feel of Les Portes de la Nuit, depicting the loss of a loved one and fading memories as time passes. The narrator laments, “Since you went away the days grow long/ And soon I’ll hear old winter’s song/ But I miss you most of all my darling/ When autumn leaves start to fall.”

Following Williams’ recording, artists including Steve Allen, Mitch Miller, the Ray Charles Singers, Jackie Gleason, and Victor Young recorded renditions of “Autumn Leaves,” helping establish the song as a jazz standard.

Sheet Music Download here.

“Autumn Leaves” remains a popular choice for novice jazz players, as the chord progression remains within the circle of fifths. Voice leading is relatively standard, though just before the end, chromatically descending chords may pose some challenges to performers.

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Analysis of “Autumn Leaves” – Introduction

Autumn Leaves is a great jazz standard that is an excellent example of a song that moves back and forth between a major key and it’s relative minor key. Originally written in the key of G Major (and it’s relative, E Minor), it is usually played in Bb Major (or G Minor). It offers an opportunity to practice improvising over the II – V – I progression in both Bb Major and in G Minor!

Analysis of “Autumn Leaves” – Structure of the Form

The song is sort of an A A B A form except that the last 8 measures do not repeat the first 8. So it would probably be better to call it A A B C! The chord progression and melody of the C section are both different from the first A!

Analysis of “Autumn Leaves” – The A sections

The first eight measures of the tune comprise the following progression:

/Cmi7 /F7 /Bbma7 /Ebma7 /AØ /D7b9 /Gmi7 /Gmi7 /

The first four measures can be analyzed as IImi7 – V7 – Ima7 – IVma7 in Bb Major. The easiest way to improvise over this progression is to use a Bb Major scale since all of the chords are in the key of Bb Major! Of course, you must give emphasis to the chord tones to identify each chord but you can more or less just move around in the key and you will be getting the general sound. Even better, try to use some digital patterns to get good melodic motion over the progression! You can find some ideas about digital patterns in my blog about the II – V – I progression.

The second four measures can be analyzed as IIØ – V7b9 – Imi7 in G Minor. Similar to the first four measures, the easiest way to improvise over this progression is to use a G Harmonic Minor scale. It includes all of the chord tones of the three chords with one exception: The Gmi7 has an F natural in it and the G Harmonic Minor scale has an F# in it. So the F# in the scale should not be emphasized but can still be used as a melodic approach tone to the note G (root of the Gmi7 chord).

Again, emphasize chord tones and try to use digital patterns moving through the G Harmonic Minor scale. Most melodic patterns will sound equally good over either a II – V – I in major or minor. Use the Major scale of the Ima7 chord over the II – V – I in a major key, and use the Harmonic Minor scale of the Imi7 chord over the II – V – I in a minor key!

Analysis of “Autumn Leaves” – The B section

The chord progression of the bridge (B section) is just the opposite of the A sections as follows:

/AØ /D7b9 /Gmi7 /Gmi7 /Cmi7 /F7 /Bbma7 /Ebma7 /

The first four measures are a II – V – I in G Minor and the second four measures are a II – V – I in Bb Major. So the same approach as was used in the A sections applies here but is reversed.

Analysis of “Autumn Leaves” – The C section

The C section is mainly in G Minor but has more harmonic activity and some key changes:

/AØ /D7b9 /Gmi7 C7 /Fmi7 Bb7 /Eb7 /AØ D7b9 /Gmi7 /Gmi7 /

The first two and a half measures constitute a II – V – I in G Minor so the same approach used in the first 24 bars of the tune applies here. But the 3rd and 4th bars change keys quickly! The 3rd bar (Gmi7 C7) is a II – V progression in F Major, and the 4th bar (Fmi7 Bb7) is a II – V progression in Eb Major. So, as in the II – V – I progression in a major key, you can simply use those two major scales, F Major and Eb Major.

However, the Eb7 requires a dominant 7th scale (Mixolydian) that includes a Db. Because there is an A natural in the key of G Minor, the best sound would be a Lydian, b7 scale (Eb F G A Bb C Db Eb). The last three measures may again use the G Harmonic Minor Scale.

Analysis of “Autumn Leaves” – A more complex treatment

Up to this point, I have been recommending “bracketing” chords with a single scale to simplify the process because there are less different scale colors to navigate. But, as you become confident improvising on the tune, you will probably want more variety in the sound!

So then you may want to change the scale choice with each chord. Many of these choices are already made for you by the function of the chord, the key, and the context (preceding and following chords). Some of these choices are a matter of fact as is indicated below:

Cmi7 – II function should be a Dorian scale (Bb Major)
F7 – the largest variety of choices, any dominant 7th scale (except Minor Blues)
Bbma7 – tonic function calls for Bb Major scale, Bb Lydian (F Major) could be used
Ebma7 – IV function requires Lydian scale (Bb Major)
AØ – basic half-diminished scale is Locrian (Bb Major)

D7b9 – Should include alterations which predict the key signature of the Imi7 to follow. The two best choices are the 5th mode of Harmonic Minor (G Harmonic Minor) and D Super Locrian (Eb Melodic Minor)
Gmi7 – tonic function calls for G Aeolian (Bb Major). Can also use Dorian (F Major)

Gmi7 – C7 and Fmi7 – Bb7 – It’s best not to alter the C7 or Bb7. The quick key changes provide enough harmonic interest! So use the major scales of the keys, F Major and Eb Major. These two measures also present an opportunity for melodic sequences, so try to play the same identical melodic idea in both keys!

When embarking on this more complex treatment, be sure to start at a slower tempo and try to emphasize the 3rds and 7ths of chords. These are the most important chord tones in any chord and bring out the quality of the chords (ma7, mi7, dom7,half-diminished, etc.). Listen to recordings by great artists, copy ideas that you like and incorporate them into your solo!