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All of Me (Guitar Lesson)

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Matt Brown

All of Me

Matt Brown teaches the jazz standard "All of Me."

Taught by Matt Brown in Jazz Guitar with Matt seriesLength: 31:12Difficulty: 2.0 of 5
Chapter 1: (06:30) Lesson Introduction "All of Me" is one of the best tunes in the entire jazz repertoire for beginners to work on. In most jazz tunes, the chords change once a measure or once every two beats. Throughout most of "All of Me," the chord changes usually occur once every two measures. This feature of the tune makes it much easier to memorize. Improvisation in the jazz style is also less challenging when the chords change less frequently. "All of Me" is typically performed in the key of C major. This is the easiest key for most guitarists to play in, since there are no sharps or flats in the key signature.

Reading Skills

Matt teaches all of the lessons in the jazz series with the assumption that you already know how to read music. If you are having problems keeping up with the reading elements presented in this series, spend some time working through Matt's Phase 2 Reading and Rhythm series. Also, check out Jim Deeming's lessons in this series for some additional help.

Key Features of the Tune

Before diving into a new piece, it is necessary to analyze some of its key features. Always work through this process regardless of the style or difficulty of the piece. Follow the steps listed below before you begin to practice "All of Me."

1. Learn the official title of the piece. If the piece was written in the Baroque, Classical, or Romantic periods, learn the official title as well as the opus number. The official title of the tune discussed in this lesson is "All of Me."

Many professional jazz musicians have hundreds of standards memorized. Several standards have titles that are similar to one another. It is easy to confuse these tunes. Often, no rehearsal occurs before a jazz gig. The musicians simply play through standards that most jazz musicians know. In this situation, a train wreck might occur if one of the musicians has confused the title of one tune with another.

2. Learn the name of the composer. "All of Me" was written by Gerald Marks and Seymour Simons in 1931.

3. Listen to a variety of different recordings of the piece to gather performance and interpretation ideas. Always listen to the original recording! Then, listen to as many different interpretations as possible.

"All of Me" was first recorded by Belle Baker. Since her original performance, notable versions have been recorded by the likes of Louis Armstrong, Billie Holiday, Ella Fitzgerald, Django Reinhardt, Frank Sinatra, and Willie Nelson. The punk rock outfit NOFX has also recorded a rendition of the tune.

Matt's favorite version was recorded by Billie Holiday. Compare how Billie sings and phrases the melody to how it is written on the lead sheet. What differences do you notice? Remember that the lead sheet provides a rough guideline of how the melody should be played. In order to perform the melody effectively, some interpretation is required.

4. Note the tempo and style of the piece. "All of Me" is typically performed as a medium swing tune. The tempo range for this style is roughly 120 through 170 beats per minute. The specific tempo is left up to the performer's discretion.

On jazz lead sheets, the style is usually listed in the upper left hand corner above the key signature. Common styles within the jazz genre include swing, bop, bossa nova, samba, and bossa-samba. A speed designation such as slow, medium or fast is listed before the style.

5. Note the key signature. There are no sharps or flats in the key signature to "All of Me." From the circle of fifths diagram, it can be determined that the song is either in the key of C major or A minor. Analyze key features of the chord progression and melody to determine which key the song is played in. The tune begins with a C major chord. The melody outlines a C major triad in the first measure. These are strong indications that the song is played in the key of C major. However, like most jazz tunes, the chord progression modulates to other keys throughout the form.

6. Analyze the form of this piece. This step will help immensely when learning the melody and chord changes. Often, the form of the piece will be labeled directly on the lead sheet. Matt has already discussed one very important jazz form in this lesson series. The 12 bar blues is one of the most common forms used in the jazz genre. "Rhythm Changes" as well as the AABA form are two common forms that Matt will discuss in later lessons.

When analyzing the form of a jazz tune, first determine the total number of measures. "All of Me" consists of 32 bars. Most jazz tunes are either 12 or 32 bars in length. Then, examine each of the sections in the lead sheet. A double bar line indicates the end of a section. The first section is always labeled "A." The A section spans the first 8 measures of "All of Me." The next 8 bar section consists of completely new melodic material. As a result, Matt labels this section "B." The third section is a repeat of the first section. Identical sections are given the same letter name. Consequently, this phrase is also labeled "A." The final section features brand new material. This section is labeled "C." The form of the entire tune is ABAC.

7. After working through these preliminary steps, it's finally time to start practicing the tune. When learning a jazz tune, it is always best to learn the melody first. The melody is the most important component. In the next scene, Matt breaks down the melody statement.
Chapter 2: (08:52) All of Me Melody Range of the Melody

Remember that the guitar sounds an octave lower than how it is notated on the staff. This is not the case with other prominent jazz instruments such as trumpet, saxophone, piano, etc. As a result, you must transpose the melody one octave higher than how it is written on the lead sheet.

There are some exceptions to this rule. The octave in which the melody is played is ultimately left to the discretion of the performer. You may find that this melody sounds more pleasing in a lower range. Also, tunes written by guitarists are typically written in the octave that a guitarist should play in. This is often the case with tunes written by guitarists such as Wes Montgomery, Django Reinhardt, and Charlie Christian.

Definition of Swing

Swing is defined by a rhythmic emphasis on beats two and four. It is NOT defined by long-short eighth note groupings. You can play straight quarter notes and still keep a swing feel going. The Freddie Green rhythm is a prime example of this point.

When practicing any material in the swing style, set the metronome to click on beats two and four. Simply divide the beats per minute setting in half. If you wish to play the tune at 140 beats per minute, practice with your metronome set to 70.

Practicing the Melody

At first, Matt plays through the melody exactly as it is written on the lead sheet. The second time around, he plays an interpretation of the melody. What do you notice about the rhythms he plays the second time? How do they differ from the lead sheet? Are any parts of the melody altered from a melodic standpoint? Are any fills added anywhere? Also, notice how Matt adds articulation techniques idiomatic to the guitar such as slides, hammer-ons, pull-offs, etc.

Playing the melody as written ends up sounding very boring and uninspired. Typically, long sustained notes on the lead sheet are cut short. Or, a small fill is added during a long sustained note. Fills are frequently added during long pauses as well. Rhythm is also altered to generate musical interest.

Set the metronome at a slow tempo as you begin to sight read through the melody. Start at roughly 110 beats per minute. Remember to set your metronome to click on beats two and four only! To accomplish this, set the metronome to half of 110 (55 beats per minute). Make sure that you stay on track with the metronome. Do not flip the emphasis to 1 and 3. If the metronome begins to click on beats 1 and 3, take a moment to get situated and begin where you left off.

Fretboard Position

Matt plays most of the melody in eighth position. He finds this position to sound the best. It is also quite comfortable from a fingering perspective. However, you could theoretically play the melody in any position. What if Matt decided to start on the C note at the 13th fret of the second string? Experiment with all possibilities when learning a new melody. For example, try playing the melody in 12th position. How does the melody sound when played in this area of the neck?
Chapter 3: (07:36) All of Me Harmony When playing in the jazz genre, there are various chord options that can be substituted for what is written on the lead sheet.

Major Chords

The following chords can be substituted for any major chord as long as the highest note of the chord does not clash with the melody line.


Note: Diagrams to every chord discussed in this lesson can be found under the "Supplemental Content" tab.

Chords with altered extensions such as CMA7(#11) are typically used when an altered extension is played in the melody line. For example, if an F# occurs in the melody and a C major chord is indicated, play CMA7(#11). The extension in this chord is the same as the melody note.

Dominant Chords

The next chord used in "All of Me" is written as E7. Once again, any type of E dominant chord can be substituted for E7 as long as it does not conflict with the melody line.

The following options work with the melody line:


Note: E7(b9), E7(#9), E7(#5) and cannot be played over the melody in measure three. The altered extensions in these chords clash with the melody. However, they can be used in measure four to create a darker sound.

Over A7, the same rules apply.

Over D-, A-, and F- any of the minor chords will work. Remember that MI6, MI6/9, and MI(MA7) chords can only be played as tonic chords. The options for minor chords are listed below.


Watch and Learn!

Watch and listen as Matt plays through the entire form twice at 04:42. Notice how he varies the chord voicings that he chooses. Try to add as much variety to your comping as possible. Solid comping will inspire the other members in the band to play their best.

Practicing the Chords

Practice the chord progression with the metronome set to beats 2 and 4. Practice the Charleston and Freddie Green rhythms. When playing the Charleston, experiment with using rootless versions of the voicings Matt has demonstrated in past lessons. Remember that the bass note of a chord can be omitted when playing with a bass player.

Preview of Next Lesson

Matt concludes his discussion of "All of Me" in the next lesson. He applies key improvisation concepts to the chord changes of this tune. He explains how scales taught in previous lessons can be used in the context of an improvised guitar solo.

Video Subtitles / Captions


Member Comments about this Lesson

Discussions with our instructors are just one of the many benefits of becoming a member of JamPlay.

burns_rsburns_rs replied

give os a back track

verciapoanceverciapoance replied

Very very dry this version. I actually thought it sounded better when you played what the sheet said. This interpretation was very low par for me. I find your whole approach foolish. But that's just an opinion of course. Much love

cmpofucmpofu replied

Matt, what kind of metronome are you using that you can set on the 2nd and 4th beats to get a swing feel?

mattbrownmattbrown replied

Hey! Any metronome will do. Let's say that you want to play a swing tune at 150 beats per minute. If you set the metronome to 150, it would click on every beat. If I want to click on just beats 2 and 4, just cut the metronome tempo in half. So, set it to 75 bpm's. You can do the same thing if you want to emphasize beats 1 and 3. You just have to know in your mind which beats the metronome is emphasizing. If you're new to this, it will be really tough at first. You'll find yourself flipping the beat around constantly, especially during syncopated passages or through long rests or sustained notes. If you force yourself to practice like this more and more each day, you'll progress by leaps and bounds. This lesson is about 4 years old now...It's cool to look back and see how I've improved in this department.

rcausrcaus replied

Matt , Nice lesson as i was looking for a nice tune to practice C solo. I always thought that playing in C we would have C F G ( in major) and any other chords would be minor except B7 . I noticed here we play D , E and A7 instead of their minor chord. Why is that? Thank you Rama

mattbrownmattbrown replied

Well, jazz harmony is very chromatic, so you're often going to find chords that are not diatonic to the home key. Basically, there are several instances where the chord progression borrows chords from other keys. The E7 and Am chords are actually borrowed from the key of A minor for example.

bcashmanbcashman replied

very poor teacher , boring and slow

gotatelegotatele replied

glad to see this great song being covered here. I don't read music but let's give it a go anyhoo.

thomasyokoyamathomasyokoyama replied

I am requesting Matt do a contemporary Jazz series. There's a lot of great ideas being presented here; Smooth Jazz songs incorporates the cutting edge feel while being laid back yet energizing musically.

nate_thegreatnate_thegreat replied

lol, smooth jazz eliminates a lot of the jazz characteristics altogether. Here's what "smooth jazz" guitar seems to amount to: Play some pretty octaves, and then the rest of the time, play sparse notes. Somebody basically listened to George Benson, liked the octaves, and just went to town. I can't stand most smooth jazz, because it's got this predictability, so it never makes my hair stand on end. I can bet 90% of the time that the guitar will start their solo with octaves, and I'm almost always right. Fusion, on the other hand...there's some cool stuff.

mattbrownmattbrown replied

Eh, to each his own I guess. Yeah, I would say that most of the jazz I listen to is either Miles Davis, John Coltrane, Wes Montgomery, someone similar to those guys, or something that falls roughly under the fusion genre. From a teaching perspective, I figure that if you can play standards, you can easily adapt to playing in a more fusion-y style. Just turn on a tube screamer and add in some bends! That's probably over-simplfying things, but maybe not. ;)

mattbrownmattbrown replied

Thanks for the suggestion! I'll be covering some more contemporary material in the future. Right now though, I just want to make sure that I cover all of the basics thoroughly.

Jazz Guitar with Matt

Found in our Beginner Lesson Sets

In this lesson set, Matt will teach you everything you need to know to fluently play jazz guitar.

Intro to JazzLesson 1

Intro to Jazz

Check out this lesson to learn some basic jazz theory & chord voicings.

Length: 31:36 Difficulty: 3.0 Members Only
Voicings & MelodiesLesson 2

Voicings & Melodies

Learn some more advanced chord voicings as well as the Charleston rhythm.

Length: 19:13 Difficulty: 3.0 FREE
Set II VoicingsLesson 3

Set II Voicings

Learn a handful of Set II voicings & round out your knowledge of the basic jazz chords.

Length: 27:08 Difficulty: 3.0 Members Only
Applying Chords / Solo IdeasLesson 4

Applying Chords / Solo Ideas

Apply the chords you've learned & experiment with some solo ideas.

Length: 32:47 Difficulty: 3.0 Members Only
Scales and Chords TogetherLesson 5

Scales and Chords Together

Learn which scales work with which jazz chord voicings.

Length: 43:00 Difficulty: 3.0 Members Only
Circle of FifthsLesson 6

Circle of Fifths

Matt sheds some light on the circle of fifths.

Length: 28:00 Difficulty: 3.0 Members Only
Proper PracticingLesson 7

Proper Practicing

Learn how to get the most out of your time when practicing.

Length: 31:00 Difficulty: 2.5 Members Only
Proper Practicing Part 2Lesson 8

Proper Practicing Part 2

Here's the second installment of Matt's proper practicing lesson.

Length: 32:00 Difficulty: 3.0 Members Only
Physicalities of PlayingLesson 9

Physicalities of Playing

Learn how to avoid carpal tunnel and other hand injuries by using proper technique.

Length: 46:19 Difficulty: 1.0 Members Only
All of MeLesson 10

All of Me

Matt Brown teaches the jazz standard "All of Me."

Length: 31:12 Difficulty: 2.0 Members Only
Lead and ScalesLesson 11

Lead and Scales

Matt Brown explains how to improvise over the changes to "All of Me."

Length: 7:54 Difficulty: 2.0 Members Only
Estudio No. 1.Lesson 12

Estudio No. 1.

Matt Brown begins talking about solo arrangements in this lesson. He teaches Carcassi's "Estudio No. 1" as an introduction to this concept.

Length: 18:10 Difficulty: 2.5 Members Only
Reviewing the ii V I ProgressionLesson 13

Reviewing the ii V I Progression

Matt Brown returns to his Jazz series with a review lesson. He applies the standard ii V I progression to the circle of fifths.

Length: 18:10 Difficulty: 2.0 Members Only
Turnback ProgressionLesson 14

Turnback Progression

In lesson 14, Matt discusses the turnback progression in the jazz style.

Length: 22:20 Difficulty: 1.5 Members Only
Set Three VoicingsLesson 15

Set Three Voicings

Matt brown discusses and demonstrates the set three voicings used in jazz guitar.

Length: 25:42 Difficulty: 2.0 Members Only
Jazz Solo ArrangementLesson 16

Jazz Solo Arrangement

In this lesson, Matt demonstrates how to practice jazz solo arrangements by taking a look at "Here's That Rainy Day."

Length: 35:10 Difficulty: 2.0 Members Only
Expanding on the 12 Bar BluesLesson 17

Expanding on the 12 Bar Blues

In lesson 17, Matt reviews and expands on the jazz version of the 12 bar blues form.

Length: 23:20 Difficulty: 2.0 Members Only
Adding VoicesLesson 18

Adding Voices

In this lesson, Matt adds to your voicing repertoire while playing the Charleston rhythm.

Length: 14:22 Difficulty: 2.0 Members Only
Key of B Flat MajorLesson 19

Key of B Flat Major

Matt Brown talks about lead options when playing a blues in B flat major.

Length: 23:35 Difficulty: 2.0 Members Only
Key of FLesson 20

Key of F

Matt Brown provides instruction and examples of playing jazz heads in the key of F. Once again, all examples follow the 12 bar blues form.

Length: 18:22 Difficulty: 2.0 Members Only
Jazz Heads in B FlatLesson 21

Jazz Heads in B Flat

Matt Brown takes another look at blues heads in the key of B flat. In this lesson, he covers a head by Thelonious Monk.

Length: 10:03 Difficulty: 2.0 Members Only
Tools for Solo ArrangementsLesson 22

Tools for Solo Arrangements

Matt Brown takes a look at a solo arrangement and provides thoughts and tools necessary to complete this type of guitar playing.

Length: 23:13 Difficulty: 2.0 Members Only
Introduction to Bossa NovaLesson 23

Introduction to Bossa Nova

Matt Brown starts breaking down the rhythmic tendencies and patterns to the Brazilian Bossa Nova style of playing.

Length: 17:56 Difficulty: 0.0 Members Only
Blue Bossa #1Lesson 24

Blue Bossa #1

In lesson 24 of his Jazz series, Matt takes a look at the melody to Blue Bossa.

Length: 9:12 Difficulty: 0.0 Members Only
Blue Bossa #2Lesson 25

Blue Bossa #2

Matt Brown takes a look at the available chord voicings for Blue Bossa.

Length: 10:39 Difficulty: 0.0 Members Only
Matt Brown

About Matt Brown View Full Biography Matt Brown began playing the guitar at the age of 11. "It was a rule in my family to learn and play an instrument for at least two years. I had been introduced to a lot of great music at the time by friends and their older siblings. I was really into bands like Nirvana, Alice In Chains, and Smashing Pumpkins, so the decision to pick up the guitar came pretty easily."

Matt's musical training has always followed a very structured path. He began studying the guitar with Dayton, Ohio guitar great Danny Voris. I began learning scales, chords, and basic songs like any other guitarist. After breaking his left wrist after playing for only a year, Matt began to study music theory in great detail. I wanted to keep going with my lessons, but I obviously couldn't play at all. Danny basically gave me the equivalent of a freshman year music theory course in the span of two months. These months proved to have a huge impact on Brown's approach to the instrument.

Brown continued his music education at Capital University in Columbus, Ohio. He completed a degree in Classical Guitar Performance in 2002. While at Capital, he also studied jazz guitar and recording techniques in great detail. "I've never had any desire to perform jazz music. Its lack of relevance to modern culture has always turned me off. However, nothing will improve your chops more than studying this music."

Matt Brown currently resides in Dayton, Ohio. He teaches lessons locally as well as at Capital University's Community Music School. Matt's recent projects include writing and recording with his new, as of yet nameless band as well as the formation of a cover band called The Dirty Cunnies.

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