“All the Things You Are” is a song composed by Jerome Kern with lyrics written by Oscar Hammerstein II. The song was written for the musical Very Warm for May (1939) and was introduced by Hiram Sherman, Frances Mercer, Hollace Shaw, and Ralph Stuart. It opened in November 1939, and closed after only 59 performances. As a result of horrible reviews, the Alvin Theatre was almost empty on the second night. But from this failure emerged what many regard as Kern’s finest composition.
A romantic, warm-hearted song, “All the Things You Are” is a combination of harmonious lyrics and lush, intricate music. In Easy to Remember: The Great American Songwriters and Their Songs, William Zinsser calls it “…the most perfectly constructed of all popular standards” and further says, “Kern effortlessly moves his Bach-like tune through five keys in 32 bars-the textbook illustration of how songwriters achieve freshness within the form’s tight limits.” See the visitor’s comment, below.*
The song’s success was surprising, because it was unusual for its time. Kern wrote it to satisfy his own creative urge and felt it was far too complex for popular appeal; and Hammerstein’s lyrics were modest and sentimental, when the work of other top lyricists was clever, bright, and witty. But apparently the public was not put off by the complexity or sentimentality, as evidenced by its appearance on the pop charts for 13 weeks (beginning in 1939) with the Tommy Dorsey Band (vocal by Jack Leonard) peaking at the number one position. In 1940, it charted with Artie Shaw and His Orchestra (Helen Forrest, vocal), rising to number eight, and with Frankie Masters and His Orchestra (Harlan Rogers, vocal), rising to number fourteen
The song has been recorded by a great many artists. In 1943, MGM produced Broadway Rhythm, a Technicolour musical inspired by Very Warm for May, which retained only “All the Things You Are” from the original score, this time sung by Ginny Simms. The film is overblown and poorly crafted. Film critic Steve H. Scheuer calls it a “lavish piece of nothing,” and James Agee agrees, stating, “It contains perhaps three minutes of good acrobatic dancing and lasts nearly two hours.” It also appeared in the Kern biopic Till the Clouds Roll By (1946), sung by Tony Martin.
Because of its combination of a strong melody and challenging but logical chord structure, “All the Things You Are” has become a popular jazz standard. Its changes have been used for such contrafact tunes as “Bird of Paradise” by Charlie Parker, “Prince Albert” by Kenny Dorham, “All The Things That You Can C#” by Charles Mingus, and “Boston Bernie” by Dexter Gordon. “Thingin'” by Lee Konitz introduced a further harmonic twist by transposing the chords of the second half of the tune by a tritone.