When this song was released in 1966 it quickly became a standard, but it was a particular recording a couple of years later that locked in the harmonic language jazz musicians still use today. Understanding those changes — and why they work — gives you a huge advantage both as a comper and as an improviser.
What you’ll get out of this lesson
You’ll understand the two key harmonic additions that appeared on the 1968 Frank Sinatra and Duke Ellington recording, why both of them make musical sense, and how those changes shaped the jazz standard version of the song that players use to this day.
The Sinatra and Ellington recording
After the song’s release in 1966 it was immediately covered by a whole host of artists, including Frank Sinatra. In 1968 it appeared on Sinatra’s album Francis A. & Edward K., which featured Duke Ellington and his big band. Have a listen:
This recording appears to be the one that introduced two harmonic changes which were then universally adopted by the jazz community.
Change 1 — “Two-ing the Five”
The first alteration was adding a bVII minor chord before the III7 chord in bar 2, and on every repeat. This turns that section into a ii–V–I resolving to the C major chord.
Original: E-7 | G7 | Cmaj7
New: E-7 | Dm7 G7 | Cmaj7
This is a very common jazz technique: whenever you have a dominant chord you can place the minor chord a fifth above it in front, creating a ii–V–I. The dominant chord is the V in the key, and you are adding the ii before it — hence “Two-ing the Five.” This works in the harmony and comping parts just as much as when you’re constructing single-note lines.
Change 2 — Transposing to A minor
The second key feature of this version is that it was transposed to the key of A minor. This suited jazz musicians very well and became the new standard key for the tune. Here are the new changes written out:
The tritone substitution (less commonly adopted)
One other thing Frank’s version did was apply a tritone substitution on the C9 chords, swapping them all for Gb7 chords. However, this change wasn’t universally adopted in the way the other two were, so you won’t always hear it in other recordings.
What this means for improvising
Now that we’re firmly in jazz territory, those minor7b5 chords won’t be simplified away. You’ll need to be able to play over them, hear them, and improvise convincingly on top of them. That’s what the next section covers — common scale choices for the jazz version of these changes.
Taking it further
Start to look for the “Two the Five” technique in other jazz standards you know. It’s extremely common — any time you see a dominant chord in a progression, ask whether a minor chord a fifth above it would work in front. Experimenting with this in your own comping will sharpen your ear for ii–V–I motion considerably.
Your homework
Learn the new A minor version of the changes from the chart above. Play through them slowly as chords, naming each one out loud as you go. Then listen back to the Sinatra/Ellington recording and try to hear the Dm7 G7 ii–V movement each time bar 2 comes around.