All The Things You Are is a song that essentially leads a quadruple life.
- In its original form, the song was an epic, sweeping and heavenly love ballad that debuted as part of a “show-within-a-show” in the 1939 Broadway musical Very Warm For May. This original version has an extended, romantic verse that is sung as a quartet. The show closed after only 59 performances, and this original version was lost until being discovered and re-created in 1984.
- Within most musical theater and “parlor music” settings — cabarets, recitals, concerts, etc. performed by musical theater singers — it is performed how it appeared in its sheet music, which has a shortened verse with alternate lyrics and an overall bouncy arrangement. This has become the standard “musical theater” way to approach this song.
- It was a chart-topping song October 1939 – January 1940, and became popular again when featured in two MGM movies in the middle of the 1940s. As a pop song it was recorded as a sweet, bouncy dance song.
- It was one of the first pop songs to become a bebop standard, first recorded in 1945 by Dizzy Gillespie and Charlie Parker. They slightly altered the harmony and replaced the verse with a snaky introduction inspired by Rachmaninoff’s Prelude in C# Minor.
All The Things You Are has a unique quality and distinct overall life in each of these four settings. And due to the ubiquity of the song as a “jazz standard” today, the original setting and chords of this song have become lost to our common consciousness.
But all “Jazz Standards” became standards because they were popular songs. The people enjoying Charlie Parker, Thelonious Monk, and Dizzy Gillespie play All The Things You Are knew this song as a pop song, the same way that we all know pop songs today. So, if we want to truly learn this fantastic song on its own terms, it’s important to know its history. This blog post is an attempt to comprehensively chronicle the early history of All The Things You Are. It is work in progress!
The Original Setting
All The Things You Are was written in 1938 and originally appeared in Very Warm for May, a musical in two acts that was the final collaboration of the songwriting team of Oscar Hammerstein II & Jerome Kern. It is difficult to find verifiable information about the development of this show or its life before Broadway, but a review of its out-of-town tryout in Wilmington Delaware appears on page 15 of the November 4th 1939 edition of Billboard Magazine:

The most likely date of the first performance of this out-of-town tryout was October 30, 1939.
Very Warm For May transferred to Broadway November 17, 1939 and closed January 6, 1940 after only 59 performances. In this original setting, All The Things You Are was a quartet performed as part of a “show within a show” in the first act.
Here is the sweeping, romantic original setting of All The Things You Are, re-created by John McGlinn, recorded in 1990 by the Boston Pops, featuring Judy Kaye, Cris Groendaal, Rebecca Luker, and Davis Gaines:
After Very Warm For May closed, this original score and setting was lost for over 45 years — Oscar Hammerstein apparently forbid the show from being performed after the death of Jerome Kern. Because of this, this full version and original verse were essentially lost until the original recordings were discovered in 1984. That version recreated by John McGlinn and recorded by the Boston Pops remains one of the only recordings of this song in its full and original setting.
The Sheet Music
As was standard practice for songs that were intended to become popular hits, the sheet music for this song was published in 1940. This sheet music arrangement has an abbreviated verse with alternate lyrics.

Here is a clean performance of song as it exists in the Sheet Music:
Perhaps because of how quickly the show closed and was lost, this version of All The Things You Are, represented by this sheet music, with its abbreviated verse and original chord changes, became the standard way that it is performed in most musical theater and concert settings, by which I mean concerts, cabarets, recitals, etc. performed by musical theater and “concert music” singers.
Here are some recordings and videos of this song featuring the common abbreviated & re-worked verse:
A Pop Hit in late 1939
The song became a hit in late 1939 and appears to have remained popular into 1940. As was standard for a pop song at the time, a large number of bands and singers recorded All The Things You Are. When recorded as a pop song, the verse was most often dropped, also standard at the time. Most of this initial wave of recordings were recorded or released while Very Warm For May was running on Broadway (October 1939 – January 1940.) Here are some of these recordings:
Eddie Duchin and his Orchestra
Recorded October 18, 1939
This was the first recording of All The Things You Are. I have purchased this record on Ebay. I will digitize it when I can get to my parent’s house.
Tommy Dorsey and His Orchestra Featuring Jack Leonard
Recorded October 24 1939
This recording reached #1 on the Billboard charts!
Artie Shaw and His Orchestra ft. Helen Forrest
Recorded October 26, 1939
Frankie Masters and his Orchestra ft. Harlan Rogers
Recorded November 7 1939
Kenny Baker with Orchestra conducted by David Broekman
Cannot find the recording date
Paul Whiteman and his Orchestra ft. Bob Hannon
Recorded November 24 1939
Mildred Bailey
Recorded November 30 1939
Ambrose and his Orchestra ft. Jack Cooper
Date Given: November 1939
Tony Martin with Orchestra Directed By Ray Sinatra
Recorded December 19th 1939
Guy Lombardo and his Royal Canadians ft. Mert Curtis
Recorded December 27, 1939
Hildegarde
Recorded or released January 9, 1940
Judy Garland on NBC Radio’s “The Pepsodent Show Starring Bob Hope”
Recorded February 13 1940
The song appears to have been only recorded sporadically between 1940 and 1944.
Popular Again 1944/1945
After what appear to have been a few years off the charts, All The Things You Are was prominently featured in two MGM films in the middle of the decade: 1944’s Broadway Rhythm, and 1946’s A Letter for Evie. I have obtained a copy of Broadway Rhythm and will post it here when I get a chance. Here is the song in the opening of A Letter for Evie:
Beginnings of life as a Jazz Standard: 1945
This second appearance in popular culture of All The Things You Are coincided with the dawn of the bebop era, and this song was a bebop standard from the beginning. The earliest known bebop recording was Dizzy Gillespie and Charlie Parker February 28 1945, but it’s safe to assume it was heavily performed before that date. This recording features the now-ubiquitous intro and outro melody based on Rachmaninoff’s Prelude in C# minor, Op. 3, No. 2, which was a well-known piece at the time.