Notes on Notes
The Magic Wand
that turns Summer into Autumn

  1. G major Scale-tone Chords
  2. E Harmonic minor Scale-tone Chords
  3. Autumn Leaves - A section
  4. Autumn Leaves - B section

  5. Tritone Substitution
  6. Autumn Leaves - C section
  7. Autumn Leaves - Melody line

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AU 1 - G major Scale-tone Chords

The famous and very beautiful Jazz standard Autumn Leaves by Joseph Kosma (lyrics by Jacques Prévert, English version by Johnny Mercer) contains several basic music principles which are interesting and, most importantly, essential knowledge for the competent Jazz improviser. Let us start with the first one.

Scale-tone chords are chords which are entirely formed by notes from one specific scale. Let us take the G major scale for example.

  • When we stack the 1st, 3rd, 5th and 7th note of the G major scale on top of each other the G major 7th scale-tone chord is formed.

  • When we stack the 2nd, 4th, 6th and 8th note of the G major scale on top of each other the A minor 7th scale-tone chord is formed.

In this way we can in turn stack three alternate scale-tones on each of the seven scale-tones of the major scale, producing the seven characteristic scale-tone chords of the G major scale.

Audio 1
(All Audios of chords in this article are played 1 octave lower than shown on the Treble staff.)

These chords are characteristic for the G major scale.   We can do the same operation in any other major scale, and the scale-tone chord combination will be different and unique to that scale.   What remains the same however for all major scales is that

  • The I chord will always be a major 7th chord

  • The II chord will always be a minor 7th chord

  • The V chord will always be a dominant 7th chord

    and so on

Returning to the G major scale-tone chords, it is not usual that you see these chords in simple ascending order (as shown above) in a chord progression. Instead these chords are most commonly arranged in a Circle of 5ths order.
Typically the progression starts on CΔ (the IV chord), cuts across to F#ø (the VII chord) on the other side and then follows the regular Circle of 5th motion until it reaches its resting place GΔ, the tonic chord of the scale.

Audio 2

The above progression need not start on the C chord of course, and it need not contain all chords of the scale.

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AU 2 - E Harmonic minor Scale-tone Chords

Now let us look at G major's related minor E minor.
Below you see the scale-tone chord progression for the E harmonic minor scale.

Audio 3

This scale contains some weird and wonderful chords. Placing them all in an approximate order of the Circle of 5ths (D# chord does not fit) it produces this sequence :

Am7 - D#o7 - GΔaug - CΔ - F#ø - B7 - EmMaj7

Not what you call a very pretty sound or a useful progression as a whole, but the tail end is very popular and commonly used in many many songs.

Audio 4

The V chord (B7 above) is sometimes extended to include the b9 chord tone (C for B7), which also fits in the (here) E harmonic minor scale.

The E minor Major 7th chord is not a very appropriate chord to end on.The E minor triad is therefore used instead. Or quite commonly an E minor 7th chord. But in that case we move out of the E harmonic minor scale and into (usually) the E Dorian mode.

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AU 3 - Autumn Leaves : A section

Autumn Leaves is usually played in mid tempo Swing style.
The song consists of 32 bars, subdivided in four 8-bar sections in an A A B C format. In broader terms one can also view the song as consisting of two halves. A first half consisting of two A sections, and a second half consisting of a B and a C section.

Let us first look at the A section with our recently gained knowledge on scale-tone chords in mind.

Audio 5

As a first reaction you may think : "Wow !, this is great, a complete G major scale-tone chord progression in Circle of 5ths order. I don't have to worry about all these chords, but just use the G major scale !"

Audio 6

If only !
On closer inspection we notice one chord which does not toe the line. Which is the spoilsport ? The B chord. Does Joseph Kosma not know that this is supposed to be a B minor 7th chord instead of the dominant B7 ? ?

Audio 7

But Joseph Kosma is a lot smarter than you perhaps think. The B7 is not a spoil sport at all, but instead a magic wand, turning the bright G major summer sound instantly into the darker E minor autumn mood.

The Am7 - D7 - GΔ - CΔ is clearly a segment of the G major scale.

However the dominant B7 chord converts the F#ø chord before it as the IIø chord in an E minor IIø - V7 - Im segment.


Therefore, for improvisation use the G major scale over the first 4 bars of the A section, and the E harmonic minor over the second 4 bars of the section.

Audio 8

As you can observe, there is not much difference in the two scales. Just a single note, the D#, but it provides a distinctly different mood.

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AU 4 - Autumn Leaves : B section

Having successfully worked out what is going on in the A section, the B section should pose no problem whatsoever.
Can you see what is the situation here ?

Audio 9

Of course !
The B section features two II-V-I progressions. The first one in the key of E minor, the second one in the key of G major.

Audio 10

There is a very important principle you must be aware of :
  1. Any dominant 7th chord (B7 or D7 above) is always a V7 chord.   But which one ?

  2. When preceded by a minor 7th chord (a 5th higher) the dominant chord is the V7 chord of a IIm7-V7 scale-tone chord segment of a major scale.

  3. When preceded by a half diminished chord (a 5th higher) the dominant chord is the V7 chord of a IIø-V7 scale-tone chord segment of a harmonic minor scale.

Improvisation over this section is easy, because it is the same as for the A section but in the reverse order. Use the E harmonic minor scale over the first 4 bars, and the G major scale over the last 4 bars.

Audio 11

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AU 5 - Tritone Substitution

Back to a little more theory for a moment.
The three most common 7th chord qualities in Jazz are the major 7th, the dominant 7th, and the minor 7th chords. For the root C for example :

  • CΔ    =   C - E   - G - B

  • C7    =   C - E   - G - Bb

  • Cm7 =   C - Eb - G - Bb

The above shows that all three chords have their 1st note (root) and 5th in common. They distinguish themselves by their 3rd and 7th chord tones, which are unique for each chord. These are the essential chord tones.

Here are the complete three chord qualities and their essential chord tones for the C and the Gb chords.

Audio 12

But look at this !
The essential chord tones for the major and minor qualities of both chord roots are quite different.
But the essential chord tones for the two dominant 7th chords are the same ! How can that be ?

The essential chord tones of a dominant chord (3 and b7) are always 6 semitones, or 3 whole tones, a so called tritone apart. It is a symmetric interval. This means that when you invert the interval (from E-Bb to Bb-E or vise versa) the interval's size remains the same (6 semitones, a tritone).
Therefore the essential chord tones of any dominant chord shares these with a second dominant chord, its root a tritone away. The only difference is that what is the 3rd chord tone in one chord becomes the b7th chord tone in the other chord and vise versa.

This sharing of both essential chord tones in two dominant chords is such a close musical bond that in Jazz the two chords are interchangeable. This procedure is aptly called tritone substitution.

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AU 6 - Autumn Leaves : C section

The first two bars of Autumn Leaves' C section is in terms of its chords a case of "déja vu", exactly the same as the B section. But from the third bar onwards the chord progression is very much different. With the previous Chapter in mind can you spot what is going on here ?

Audio 13

Tritone substitution ? You are exactly right !

Which chord is a tritone away from Eb7 ?     A7

Which chord is a tritone away from Db7 ?     G7
Therefore the progression :   Em7 - Eb7 - Dm7 - Db7 - CΔ   =   Em7 - A7 - Dm7 - G7 - CΔ

The illustration below tells the complete story.

Audio 14a - Audio 14b

Note that the B7 chord is a substitute of F7 and as such connects up with its chord on either side. As F7 with CΔ and as B7 with Em.

In general any chromatic chord progression with alternating minor and dominant chords is in effect a series of IIm7-V7 segments with substitute dominant chords.

Audio 15

How do you improvise over Em7 - Eb7 - Dm7 - Db7 - ?
You have three choices :

  1. Do what Johnny Mercer did in the melody : sustain a single note over this sequence. It provides increasing tension you can release on the C chord. Experiment with different notes.

  2. Use the appropriate mode for each chord : E Dorian - Eb Mixolydian - D Dorian - Db Mixolydian

  3. Assume you are dealing with A7 and G7 as substitutes
    Use modes accordingly : E Dorian - A Mixolydian - D Dorian - G Mixolydian
Here are the scales for the second option.
Audio 16

Note that I have used the C Lydian mode (with an F#) over the C major chord in keeping with the rest of the song.

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AU 7 - Autumn Leaves : Melody line

So much for the chord progression of Autumn Leaves. But what about the melody ?
There is much rhythmic repetition going on in the A section which is interesting and very effective.

But the most prominent aspect of the melody can be defined with one single word : guide tones !
Guide tones are either long sustained notes in the melody or short notes acting as clothes pegs on a washing line. They are in most cases also chord tones and tend to move gradually up or down, providing direction and meaning as the melody unfolds.

Here is the guide tone line for Autumn Leaves.

Audio 17

This provides the wonderful wavelike motion of the melody, always remaining within the two set boundary pitches : C and the E below it.
First descending in the A section, and after its repeat ascending in the B section, then finally descending to the tonic note E in the C section.


Guide tone lines are a common feature of songs which are constructed of scale-tone chord progressions. They are also used by competent improvisers as skeleton lines in their improvisations. So try that out too on some songs you work on. You need not sustain each and every guide tone. Just running through it at some places in a scale, broken chord or small step can be very effective.

Recapping the things discussed in this article :

  1. Scale-tone chords and Scale-tone chord progressions

  2. II-V-I progressions in both major and minor keys

  3. Essential chord tones and Tritone substitution

  4. Guide tone lines in melodies and for improvisation

Finally a general observation.
This article exemplifies how a top artist goes about his business. He (or she) combines great creative imagination with a large amount of skill and knowledge of his chosen medium. This applies to any artist in any medium, and Joseph Kosma (like so many other great composers both in Jazz and Classical music) is an excellent example of this in the field of music.

If you have enjoyed this article and wish to learn more I suggest you consider my Jazclass Improvisation package. It contains everything you need to help you become a well informed and competent improviser.

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AU 8 - Downloads

Autumn Leaves Lead sheet Melody Scales notation
Scales Audio Concert key Bb instruments Eb instruments
Play-along Concert key Bb instruments Eb instruments
Bb instruments are tenor & soprano sax, clarinet, trumpet
Eb instruments are alto & baritone sax

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Copyright © 2007 Michael Furstner (Jazclass)