Examples of songs based on rhythm changes include “Lester Leaps In” by Lester Young, “Cotton Tail” by Duke Ellington, “Anthropology” by Charlie Parker and Dizzy Gillespie, “Oleo” by Sonny Rollins, “Rhythm-a-Ning” by Thelonious Monk and even the “Meet the Flintstones” theme. Rhythm changes is a 32-bar jazz chord progression taken from George Gershwin’s “I Got Rhythm.” Jazz musicians wrote new melodies over those chords, creating tunes now known as contrafacts.
The form is AABA. Each A section repeats the I–vi–ii–V sequence (or a variant such as iii–vi–ii–V), and the B section, or bridge, moves around the circle of fifths with III7–VI7–II7–V7. Jazz bands usually play it in B-flat. Here are the best-known tunes built on it.
1. “I Got Rhythm” (George Gershwin)
This is the source of the whole family. Gershwin’s song was already a popular jazz standard when swing and bebop players started borrowing its chords. Gershwin’s opening chord was a B-flat sixth; beboppers later changed it to a major seventh or dominant seventh.
2. “Shag” (Sidney Bechet, 1932)
The earliest known use of rhythm changes is Sidney Bechet’s recording of “Shag,” made on September 15, 1932, with his New Orleans Feetwarmers. That was two years after “I Got Rhythm” was first performed on Broadway.
3. “Lester Leaps In” (Lester Young, 1939)
Lester Young’s 1939 tune is a swing-era example from before bebop made the progression everywhere. Like most rhythm changes tunes, it is usually played uptempo.
4. “Cotton Tail” (Duke Ellington, 1940)
Duke Ellington’s 1940 piece is one of the standard examples of the form. A new melody sits over the familiar A and B sections, which is exactly how a contrafact works.
5. “Seven Come Eleven” (Charlie Christian)
Guitarist Charlie Christian’s tune is another swing-era example built on the same 32 bars.
6. “Straighten Up and Fly Right” (Nat King Cole, 1943)
Nat King Cole’s 1943 song shows that rhythm changes was not only for instrumental jazz. It works under a vocal tune just as well.
7. “Salt Peanuts” (Dizzy Gillespie)
Dizzy Gillespie’s bebop number is built on the form too. Bebop musicians used rhythm changes so much that the progression became common in the forties and fifties.
8. “Anthropology” (Charlie Parker and Dizzy Gillespie, 1946)
This 1946 bebop head is a standard part of learning the form. Bebop players often stacked extra ii–V progressions into the changes, partly to make the tune harder for less experienced players who wanted to sit in.
9. “Moose the Mooche” (Charlie Parker, 1946)
Charlie Parker wrote several rhythm changes tunes, including “Dexterity,” “Passport” and “Steeplechase.” “Moose the Mooche” is from 1946.
10. “Oleo” (Sonny Rollins, 1954)
Sonny Rollins’ 1954 tune is a common choice for learning the form. Because the chords are so well known, a bandleader can tell new musicians a tune uses rhythm changes and only mention the modifications.
11. “The Theme” (Miles Davis, 1955)
Miles Davis used this 1955 piece on the form; his “The Serpent’s Tooth” is another rhythm changes tune.
12. “Rhythm-a-Ning” (Thelonious Monk, 1957)
Thelonious Monk’s 1957 tune puts his own angular melody over the changes. Sonny Stitt’s “The Eternal Triangle” is another rhythm changes tune from the same year.
13. “Meet the Flintstones” (Hoyt Curtin)
The cartoon theme from around 1960 is based on rhythm changes, which makes it a contrafact of “I Got Rhythm.”
Variations That Borrow Half the Form
Some tunes use one part of rhythm changes and replace the other. Charlie Parker’s “Scrapple from the Apple” takes its A section from “Honeysuckle Rose” but uses the rhythm changes bridge. Juan Tizol’s “Perdido” also uses the rhythm changes bridge with a different A section. Tadd Dameron’s “Good Bait” does the opposite: it keeps the A section and then reuses it, transposed up a perfect fourth, in place of the bridge.
What Makes Rhythm Changes
- 32 bars in AABA form: four eight-bar sections.
- A sections: repetitions of I–vi–ii–V, often with substitutions.
- The bridge: dominant seventh chords III7–VI7–II7–V7, two bars each, known as the Sears Roebuck bridge.
- Key: usually B-flat in a jazz band.
- Why players used it: a new melody over borrowed chords could be copyrighted, and a familiar progression made jam sessions easier.
Final Thoughts
Mastering the twelve-bar blues and rhythm changes has been called critical for building a jazz repertoire. Learn “Oleo” or “Anthropology,” then listen for the same bridge in “Cotton Tail.” For related progressions, see these songs with a ii–V–I progression, these songs in AABA form and these songs with the ragtime progression.
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