“Someone to Watch Over Me” was written by George and Ira Gershwin for the 1926 musical Oh, Kay! It’s one of the Gershwins’ most tender ballads, recorded by Ella Fitzgerald, Frank Sinatra, Linda Ronstadt and countless jazz instrumentalists.
The form is a 32-bar AABA, commonly in Eb major. The A sections move through the I chord, secondary dominants and ii-V progressions, with chromatic inner lines that add warmth. The bridge moves to a contrasting key area before the return. The melody is gentle and longing, perfectly matched to the lyric.
For improvisation, stay lyrical. Paraphrase the melody, use guide tones to outline the secondary dominants and leave space between phrases. As a ballad, it’s a great tune for working on tone and dynamics. Some instrumentalists play it at a medium swing, which also works well.
Practice by learning the melody from Ella Fitzgerald’s Gershwin Songbook recording. Play it slowly, focusing on smooth phrasing, then try it in a second key for singers.
Arrangement idea: include the song’s verse as a rubato introduction, which many singers skip but which sets up the chorus beautifully. Then play the chorus as a slow ballad with brushes. A gentle ending on the IV chord moving to the I adds a hymn-like, tender finish.
How to use this Someone to Watch Over Me Lead Sheet PDF: print it or keep it on a tablet, mark the form sections and key centers in pencil, and write the guide tones you want to target above the tricky bars. Revisit those notes after each practice session so the tune gets easier every week.
Getting the most from the Someone to Watch Over Me Lead Sheet PDF: start by reading the chord symbols without your instrument and humming the roots. Then circle any chord you can’t yet voice or arpeggiate, and make those your warm-up for the week before you play the whole form.
Is it hard to play? It’s beginner to intermediate. Recordings to study: Ella Fitzgerald, Frank Sinatra and instrumental ballad versions by saxophonists. Learn more about the composer on George Gershwin’s Wikipedia page, and find more Gershwin lead sheets on Minedit.