“Autumn Leaves” is a popular song and jazz standard composed by Joseph Kosma in 1945 with original lyrics by Jacques Prévert in French (original French title: “Les Feuilles mortes“). Additionally, it was later translated by Johnny Mercer into English.
It’s a tale of two torch songs. To begin with, the original poem was a dark lament of lost love and regret. The translated version, “Autumn Leaves,” touched on the same theme, but in a gentler, more wistful way. Moreover, this song is structured as AABC, and its harmonic progression is based on a major and a minor II V I in the cycle of fifths. This progression can also be found in many other standards (such as All the things you are, Bluesette, Blues For Alice, Afternoon in Paris, There will never be another you, etc).
In this lesson, we listen to the original version, while also exploring the famous recording by Cannonball Adderley and Miles Davis on the album Somethin’ Else.
In the PDF document, you’ll not only discover my transcription of Sam Jones‘ bass line but also have access to exercises designed to help you practice voice leading with the triads and the tetrads.
Autumn Leaves - Course
Lyrics:
The autumn leaves of red and gold
I see your lips, the summer kisses
The sun-burned hands I used to hold
And soon I’ll hear old winter’s song
But I miss you most of all my darling
When autumn leaves start to fall
Toi tu m’aimais et je t’aimais
Nous vivions tous deux ensemble
Toi qui m’aimais moi qui t’aimais
Mais la vie separe ceux qui s’aiment
Tout doucement sans faire de bruit
Et la mer efface sur le sable les pas des amants désunis
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Summary
Jazz musicians and enthusiasts alike recognize “Autumn Leaves” as one of the most recorded jazz standards. This course explores the harmonic structure, bass lines, and voice leading techniques that make this piece a fundamental study for jazz improvisers. Whether you’re a beginner or an experienced player, understanding the 251 progressions, practicing bass lines, and mastering voice leading across all 12 keys will elevate your jazz playing to new heights.
Understanding “Autumn Leaves”: Origins and Structure
The Song’s Background
“Autumn Leaves” originated as a French song before becoming a staple jazz standard. This piece offers a unique harmonic framework deeply rooted in minor tonality. The jazz version typically follows a 32-bar AABA form, with one chord per bar. The melody and progression offer ample room for improvisation, making it an ideal study piece for jazz musicians.
The Form and Key
Typically played in G minor, “Autumn Leaves” features a blend of minor and major tonalities. The form consists of an AABA structure, where the harmonic progression revolves around the 251 progressions (ii-V-I) in both major and minor keys. Often transposed, famous recordings feature the song in different keys, but the harmonic principles remain consistent.
The Core of Jazz Harmony: 251 Progressions
What is a 251 Progression?
The 251 progression is the backbone of jazz harmony. It consists of a sequence of chords: the ii (minor 7 or half diminished in minor), V (dominant 7), and I (major 7 or minor 7). In “Autumn Leaves,” you encounter both 251 in major and 251 in minor within the same tune, providing a rich palette for improvisation.
Analyzing the Progression in Autumn Leaves
- In Major: The 251 progression usually moves from a minor 7 chord to a dominant 7 chord, resolving to a major 7 chord.
- In Minor: The ii chord becomes a half-diminished (minor 7 flat 5), the V chord is a dominant 7 with a flat 9, and the I chord is minor 6.
Understanding these distinctions is crucial for improvisers to navigate the tune’s harmonic landscape effectively.
Roman Numerals and Harmonic Function
In D minor, for example, the Bb major 7 chord represents the flat VI major 7, while the C7 chord functions as the V7 of the relative major key (F major). This dual function enriches the harmonic texture of the tune and provides opportunities for creative substitutions such as tritone subs.
The Walking Bass Line: Simplicity and Swing
The Role of the Bass in Jazz
The bass provides the harmonic foundation and rhythmic pulse in jazz. For “Autumn Leaves,” the walking bass line emphasizes clarity and simplicity rather than complexity, making it an excellent exercise for bassists and melodic instrumentalists alike.
Sam Jones’ bass line on “Autumn Leaves”
Sam Jones’ bass line on Cannonball Adderley’s and Miles Davis’ recording exemplifies simplicity done right. It primarily focuses on roots and fifths with occasional chromatic passing tones, allowing the harmonic progression to shine without overcrowding the texture.
Practicing the bass line: Tips and Techniques
- Start by playing the root note on beat one of each bar.
- Gradually add the third or fifth on beat three to enrich the line.
- Incorporate diatonic and chromatic passing tones to create smooth transitions between chord roots.
- Vary your approach between whole notes (bass on one), bass in two (bass on one and three), and full walking bass lines (four notes per bar).
- Practice in all 12 keys to develop facility and confidence.
Voice Leading with Triads and Seventh Chords
Why Voice Leading Matters
Voice leading connects chords smoothly, making harmonic progressions sound more musical and less fragmented. Practicing voice leading with triads and seventh chords prepares musicians for more advanced harmonic concepts and improvisation.
Triads with Voice Leading
Instead of playing triads in root position repeatedly, use inversions to connect common tones smoothly between chords. For example, moving from a C minor triad to an F major triad by keeping the note C common enhances melodic flow.
Adding Sevenths for Complexity
Once comfortable with triads, add the seventh to each chord to reflect the full jazz harmony. Practice ascending and descending through the progression using inversions and voice leading principles, focusing on the interaction between the third and seventh tones.
The 1-7-3 Voice Leading Pattern
A foundational jazz voice leading technique involves the movement of chord tones, where the third of one chord moves to the seventh of the next, and vice versa. Practicing this pattern in all keys helps internalize the harmonic structure and improves improvisational vocabulary.
Practical Strategies for Mastering Autumn Leaves
Transposing and Practicing in All Keys
Jazz standards demand versatility. Practice the 251 progressions, bass lines, and voice leading exercises in all twelve keys.
Start Simple, Build Complexity
Don’t rush to add complexity. Start by mastering whole note bass lines focusing solely on root notes. Progress to bass in two and then to walking bass lines. Similarly, begin with triads in root position before exploring inversions and sevenths.
Use Repetition and Incremental Challenges
Practice the song’s A section repeatedly, moving up by half steps each time. This approach reinforces key changes and builds muscle memory across the instrument’s range.
Incorporate Chromaticism and Substitutions Gradually
Once comfortable, add chromatic passing tones and explore tritone substitutions to add harmonic interest, reflecting the vocabulary used by jazz masters.
Related Jazz Standards Featuring the Cycle of Fifths
Fly Me to the Moon
This classic tune shares the same chord cycle as “Autumn Leaves” but starts on a different chord. Understanding the cycle of fifths progression in one tune makes it easier to learn related standards.
All The Things You Are
Another standard built on the 251 progression and cycle of fifths. Practicing voice leading and 251 progressions prepares you to approach this tune with confidence.
Bluesette and Blues for Alice
These tunes also follow variations of the cycle of fifths and provide excellent practice opportunities for chord progression fluency.
Afternoon in Paris
A subtle variation of the cycle of fifths progression that challenges players to recognize patterns and voice lead creatively.
Final Thoughts: Foundations for Jazz Mastery
Mastering “Autumn Leaves” is about more than learning one tune; it’s about internalizing core jazz harmonic concepts that apply to hundreds of standards. The 251 progressions, walking bass, voice leading, and cycle of fifths are the foundational elements every jazz musician should master. By practicing these elements in all 12 keys, starting simple and gradually increasing complexity, you build the skills necessary for confident jazz improvisation and performance.
Remember the advice from legendary bassist Sam Jones: keep your bass lines clear and simple, focusing on root notes and good time feel. Combine this with voice leading exercises and harmonic understanding to unlock the true potential of “Autumn Leaves” and countless other jazz standards.
FAQ
What is the significance of the 251 progression in jazz?
The 251 progression is fundamental because it establishes tension and resolution, serving as the harmonic backbone of many jazz standards and enabling rich improvisation.
How do I practice walking bass effectively?
Start by playing the root on beat one, then add the third or fifth on beat three. Use chromatic passing tones to connect chord roots smoothly, and practice in all 12 keys for flexibility.
Why is voice leading important in jazz?
Voice leading creates smooth transitions between chords, making progressions sound melodic and natural. It enhances harmonic understanding and improves improvisation.
How can I apply what I learn from “Autumn Leaves” to other jazz standards?
Many jazz standards use similar harmonic progressions based on the cycle of fifths and 251 sequences. Mastering these concepts in “Autumn Leaves” prepares you to navigate other standards with ease.
Master your jazz fundamentals with consistent practice and a focus on core harmonic concepts. “Autumn Leaves” offers the perfect gateway into the rich world of jazz improvisation—start your journey today!

19 Responses
Salut, ceci est la première vidéo que j’ai ouverte depuis mon abonnement ce matin, c’est top, vraiment très clair et éclairant. Cela me donne des axes de travail pour asseoir ma pratique encore plus et ancrer cette méthodologie.
Salut! Merci beaucoup pour ton retour, ça fait vraiment plaisir de savoir que ce cours t’a aidé et que tu y trouves des pistes pour développer ta pratique! Notre but est vraiment d’offrir des contenus clairs et pratiques pour que chacun puisse progresser efficacement dans l’apprentissage du jazz. N’hésite pas à explorer les autres vidéos et ressources disponibles que tu trouveras sur ton Dashboard, et si tu as des questions ou besoin de conseils, on est là pour t’accompagner ! Bon travail et keep swinging 🎉 🎶
So, in memorizing ii-V- I patterns that I am borrowing and wanting to internalize and put into 12 keys- is it better to transpose using the numbers for each note in the run (notes over the ii and the V7 in this case) all based on the I (so, for example, if the ii-V-I is in the key of C, all of the notes used over the ii and the V would be numbered as if they are in the key of C with C as being numbered as the “1” etc) or is it better to use numbers using each root as being the “1” (so the root of the D minor would be numbered mentally as the “1” in that measure, the root of the V would be numbered mentally “1” in that measure and the root of the I chord would be numbered mentally as the “1” in that measure. (What is the best and most useful way, then of numbering for transposing licks going over several chords like this? Is each root best thought of as the number “1” for each chord or should the entire lick ( a ii-V-I in C in this case) be thought of as all being numbered with C as 1 over the Dmin and G7 as well of course as the C (I)– so the root of the D minor would be thought of as “2” for transposition purposes etc and the G would be numbered as “5” etc when numbering for transposition?) I hope this makes sense. I have seen both ways used!
Thanks for the info Alex!
I am working to learn bass lines on II-V-I in every key by memory (no chart in front). Right now I can play them smoothly around the cycle only in 2. For some reasons I had trouble thinking ahead to what chord was the next II-7. It seems easy, but it was not for me. When I try it in 4, I still cannot do it. So I have decided to insert an intermediate step which implies to split the measure half in two and half in four (I would post an image here, but I don’t know how to do it). I also find helpful to write down in only one key a line for every example and learn by memory each one, working on a single day on just one since I have interiorized the sequence so well that I know I have it. Hope this can help others in their learning process.
Hi Matteo, that’s great! Thank you for sharing your experience, I’m sure it will help other musicians. Feel free to email me the photo, I’ll be glad to have a look 🙂
Hi Alex, this is great. But how have you gone from the Autumn Leaves chords on the PDFs – mostly 2 chords to a bar – to the chords you’re using as the example for this triads improvising exercise? Thanks
Thanks Alex. Appreciate your response.
Another one Miles Davis inspiration https://youtu.be/-j2YWdiaBa4
Thanks Pierre, I added it to the playlist!
Merci Alex , cette application des triades à la composition de phrases musicales est une étape importante vers l’improvisation .
content que ces exercices te soient utiles Stephane! N’hésite pas à poster un lien pour que je puisse t’écouter et te faire un retour 🙂
This is great Alex. Thanks for the reply and “next steps”. Very helpful!
Hey James! So glad this is helpful 🙂 In your case I know it’s definitely not the intellectual part of it that is challenging. Accept the limitations of the triads (down the road you will transcend these limitations!), focus on being rhythmically solid and creative. Transcribe the rhythm of a couple of phrases you like, or copy the rhythm of a melody, write a rhythmic phrase, and improvise with these imposed rhythms, that’s another idea. Also the Rhythm Mastery could be good for you, again nothing intellectually challenging, but this course is about the physical plan: a series of rhythmic exercises to clap with your hands and tap with your feet:
https://jazzvideolessons.netcourses/rhythm-mastery/
A nonromanticisme version
https://youtu.be/QtEvoSYTXhE
thanks Pierre! great version indeed, fantastic duo of pianist Martial Solal and bassist Niels Henning Orsted-Pedersen 🙂
Thank you, Alex for uploading the ireal pro tracks, too. I uploaded them both on pc and smart phone and it worked.
Great! Enjoy practicing!