“All of Me” was written in 1931 by Gerald Marks and Seymour Simons and has been recorded by Billie Holiday, Frank Sinatra, Louis Armstrong, Willie Nelson and countless jazz bands. It’s one of the best first standards to learn because its chord changes teach you how secondary dominants work in a clear, singable context.
The form is a 32-bar ABAC, usually in C major. It opens with C6, then E7, A7 and Dm7: each dominant pulls toward the next chord a fifth below. That chain of secondary dominants is the heart of the tune. The second section adds a minor iv moment (Fm6) and a diminished passing chord, and the ending uses a classic ii-V-I with a turnaround. Everything is grounded in C major, but those dominants give it color and motion.
The improvisation lesson is targeting the “pull” notes. On E7, play G# (its third), which wants to move to A. On A7, play C#, which leads to D. On D7, play F#, pulling to G. If you land on these notes and resolve them by a half step, your solo will clearly outline the harmony even with simple rhythms. A great exercise is to play only those guide tones as half notes through the whole tune, then fill in with arpeggios.
Practice by learning the melody by ear from Billie Holiday or Sinatra, then playing it in C, Bb and F. Improvise a chorus using only arpeggios, then a chorus using the C major scale with chromatic approach notes. It’s also a great tune to practice walking bass lines and simple piano comping.
Recordings to study: Billie Holiday’s 1941 version for phrasing, Louis Armstrong for swing feel, and Frank Sinatra for a big band arrangement.
Common mistake: using one scale over every chord and missing the dominant colors. Read more about one of the composers on Gerald Marks’s Wikipedia page, and find more beginner standards on Minedit.