John Proulx
Quick Tip

Learning Focus
  • Improvisation
  • Reharmonization
  • Songs
Music Style
  • Jazz Ballads
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There is something captivating about solo jazz piano ballads. You might even say that jazz piano ballads are for the ears what sun sets are for the eyes. Fortunately, in today’s Quick Tip, John Proulx puts that captivating capacity into your hands with Play When I Fall In Love (Jazz Piano). Inside, you’ll discover professional playing tips for a classic jazz ballad that belongs in every jazz pianist’s repertoire.

Use the following outline to navigate to specific lesson topics:

When I Fall In Love: Song Facts

“When I Fall In Love” was composed by Victor Young (music) and Edward Heyman (lyrics) in 1952. The timeless melody began as an instrumental selection for the Korean War film One Minute to Zero (1952) starring Robert Mitchum and Ann Blyth. In fact, the original title was “Theme from One Minute to Zero.” However, in April of 1952, before the film’s release, Victor Young arranged and conducted a vocal version of “When I Fall In Love” featuring vocalist Jeri Southern. Yet, the first hit version of the tune was that of Doris Day, which was released in July of 1952.

Perhaps a little-known fact is that the familiar song lyrics contain one line that is intended as a reference to the more serious subject matter of the war film:

🎶“In a restless world like this is, love is ended before it’s begun.”🎶 

Since the tune’s inception, hundreds of pop and jazz vocalists and instrumentalists have gone on to record their own versions. In particular, the renditions of Nat King Cole (1957) and Miles Davis (1961) helped to establish “When I Fall in Love” as a jazz standard.¹

When I Fall In Love: Song Analysis

In this section, we’ll examine important considerations about “When I Fall In Love” from a structural and harmonic perspective. Understanding these compositional elements enables jazz musicians to more easily memorize and personalize tunes.

Song Form

To begin with, let’s look at the form for “When I Fall in Love.” With repeats, the entire tune is 32 measures long and it is written in ABAC form. Other jazz standards that employ an ABAC form include “Someday My Prince Will Come” and “Moon River.”

Song Key

Harmonically speaking, E♭ major is the most common key for “When I Fall In Love” on piano. In fact, you can download a PDF with the chord changes from the bottom of this page after logging in with your membership. Moreover, PWJ members can easily transpose these changes to any key using our Smart Sheet Music.

Harmonic Analysis

Many of the phrases in “When I Fall in Love” are based on the turnaround progression, which utilizes the chords Ⅰ→Ⅵ→Ⅱ→Ⅴ. In the chord chart below, we see this progression in measures 1–2, 3–4, 9–10 and 21–22. Notice that the turnaround progression in measures 9–10 uses all diatonic chords in E♭ major. However, in the other occurrences, we find that either the Ⅵ chord or the Ⅱ chord are dominant chords and are functioning as secondary dominants. In these instances, the analysis features an arrow to indicate the secondary dominant and its resolution.

A non-diatonic chord that comes up a lot in this tune is D♭7, which is the ♭Ⅶ7.  In most cases, this chord is a tritone substitution for the Ⅴ of Ⅵ (pronounced “five of six”). In other words, usually D♭7 is substituting for G7, the dominant of C. Since D♭7 is a tritone away from G7, we call this a tritone substitution. These occurrences are indicated in the analysis with a dashed arrow. However, there is one measure in the score in which we find a D♭7 that does not contain a dashed arrow. This happens in measure 20. Here, the resolution chord for D♭7 is not some type of C chord. Therefore, this is not a tritone substitution. Instead, we find that the D♭7 in measure 20 resolves to the second inversion E♭ major chord in measure 21. This is an example of a “backdoor” dominant resolution. Instead of resolving down by a perfect 5th like normal dominants, or down by a ½ step like tritone subs, backdoor dominants resolve up by a whole step—usually to the tonic chord.

Chord Changes & Harmonic Function

When I Fall In Love Lead Sheet

In the next section, we’ll take a closer look at some of the jazz arranging techniques that John Proulx used in today’s featured Quick Tip performance to make this song his own.

When I Fall In Love: Jazz Piano Ballad Techniques

Now let’s analyze John’s performance of “When I Fall In Love” from today’s featured video. Along the way, we’ll link to other PWJ resources where you can learn more about the essential jazz piano skills that John uses in this performance.

Thematic Intro for Solo Piano

One of the realities of being a jazz piano student is that you have to learn how to create your own song intros. That’s because most lead sheets don’t include an introduction. John solves this problem by beginning the tune with a dominant pedal (a.k.a. “pedal Ⅴ”). This is when the dominant note of the primary key is used as a persistent bass note below some other chord changes. In this case, our primary key is E♭ major, so our dominant pedal is a B♭ bass note. Above of this pedal tone, John alternates between the Ⅰ chord and the minor Ⅳ chord.

Aurally speaking, dominant pedals function in a similar manner to the literary technique called in media res (Latin for “in the middle of things”). This storytelling technique is used in film and literature to create immediate interest by beginning in the middle of a story, often at the height of the tension. Then, the storyteller introduces a flashback to reveal how the tension began. In John’s performance, he makes the dominant pedal even more effective by deliberately presenting fragments from the melody. Some listeners will recognize this quotation as familiar, even though they may not be able to pinpoint the tune. Consequently, they’ll be drawn in to listen closer. Others will recognize the melodic fragment outright, but will still be intrigued to hear how it is juxtaposed in a new harmonic context. Either way, the audience is actively listening and engaged. Now, let’s take a listen to this intro ourselves:


When I Fall In Love – Jazz Piano Thematic Intro

Another interesting feature of this introduction is the use of the ♭Ⅵ▵ chord. This is like a tritone substitution with a twist. After the C7 in measure 3, instead of going to the Ⅱ chord (Fm7), John goes to B▵9 instead, the ♭Ⅵ▵. The root of this chord—the note B—is a tritone away from F. In this sense, it is like a tritone sub. However, a standard tritone substitution involves swapping dominant chords whose roots are a tritone apart. Therefore, the quality of this B▵9 is unexpected, like the way that a cloud passing in front of the sun creates a sudden change of light. In fact, another way to account for this strange chord in E♭ major is to recognize that B▵9 is a diatonic chord in E♭ minor. In other words, C♭▵9 is the Ⅵ chord that comes from the E♭ natural minor scale (E♭–F–G♭–A♭–B♭–C♭–D♭). Therefore, this is also an example of modal interchange, which we sometimes more simply refer to as borrowed chords. Borrowed chords allow composers and arrangers to draw on a much more expanded harmonic color palette.

Of course, the intro that John presents here is just one possibility. For example, you could also begin with an intro run or you could select a chord progression from within the tune.

Presenting the Melody & Harmony

After the introduction, it’s time to present the melody of the tune. Here also, a jazz pianist has quite a few options in terms of register and texture. In this case, John chooses to present the melody in what we often call the upper middle register, with the majority of the melody notes landing in the octave between C⁴ (or “middle C”) and C⁵. This register is high enough to allow for rich chord voicings below the melody, yet near enough for the melody to rest perfectly on top of these voicing like a cherry on top of an ice cream sundae.

While presenting the melody in his right hand, John uses his left hand to anchor the harmony with deep bass notes and other chord tones in the tenor register. In particular, John uses his left thumb to maintain a steady pulse. Meanwhile, the thumb, index finger and middle finger of the right hand also fill in additional chord colors. Due to publisher’s restrictions, we cannot notate the melody in its entirety here. However, the following example outlines the general melodic contour and illustrates how to play the pulse with the left thumb.

Left Hand Pulse

Jazz Piano Ballad – Left Hand Pulse

Another technique that John employs when presenting the melody is the use of countermelody, which we also call inner voice movement. These countermelodies help create and maintain momentum in a ballad performance, especially in areas with long tones in the melody or over a prolonged, static chord. In addition, inner voice movement allows a pianist to incorporate more complex harmonic colors. Consider the following example:

Inner Voice Movement – Ex. 1

When I Fall In Love – Jazz Piano Inner Voice Movement 1

Wow, what a rich countermelody! Notice the alto voice passes through the 13th (D) and the ♭13 (D♭) of F7. Afterward, it continues through the 9th (C) and the ♭9 (C♭, which is written here as B ♮) of B♭7, and even takes a turn up to the ♯9 (C♯, which is notated here as D♭) of B♭7. This final decent from D♭ to B♮ to B♭ is a scale fragment (♯9 to ♭9 to 1) from the B♭ Altered Scale (B♭–C♭–C♯–D–F♭–F♯–A♭–B♭).

Next, let’s consider another example of inner voice movement. In the example below, instead of playing a regular Ⅳ chord (A♭▵7), John voices the Ⅳ chord as A♭▵7(♯5). The ♯5 note is the E♮ that appears in both hands and resolves up to F. This bright sound comes from the A♭ Lydian Augmented Scale (A♭–B♭–C–D♮–E♮–F–G) and creates a beautiful countermelody.

Inner Voice Movement – Ex. 2

When I Fall In Love – Jazz Piano Inner Voice Movement 2

Let’s look at one more example of inner voice movement from John’s performance of “When I Fall in Love” on piano. In the transcription below, we find a descending alto line similar to example 1, albeit over different chords. Notice the chromatic movement in the first measure that includes the notes E–E♭–D–D♭. The first two notes of this line (E–E♭) are the result of switching from G13(♭9) to G7(♭9♭13). Then, the second two notes of this line (D–D♭) are the result of changing from C9(sus4) to C7(♭9). It’s important to notice here that G7 is the dominant of C7. In fact, you can create this type of inner voice movement any time you have two consecutive dominant chords (i.e. Ⅱ7→Ⅴ7) by following the voice leading pattern modeled here.

Inner Voice Movement – Ex. 3

When I Fall In Love - Jazz Piano Inner Voice Movement 3

In the 2nd measure of the example above, we have a different type of “dominant sus” resolution. Here, F13(sus4) resolves to F7(♯11), and we have a scalar line from the F Lydian Dominant Scale (F–G–A–B♮–C–D–E♭).

Chord Substitutions

Next, let’s consider some of the chord substitutions that John uses in his performance. First, we’ll look at measures 11–12. This is the part of the tune that features the lyrics “love is ended before it’s begun.” There are actually a couple different chord progressions that sometimes occur here. For our purposes, we’ll just examine the common variation that includes the chords E♭▵→D♭7→C7. The first example below allows you to hear this basic progression with some typical chord extensions that you’re likely to hear. In the second example, we see how John expands this progression via tritone substitution so that the progression becomes E♭▵→D7→D♭7→C7, complete with typical extensions, alterations and suspensions.

Measures 11–12 with Typical Chords


Measures 11–12 with Chord Subs.

When Fall In Love Measures 11–12 with Chord Substitution

Next, let’s look at another example of chord substitution from John’s performance that occurs in the last four bars of the form before the solo section (measures 21–24). The lyrics here are “when I fall in love…with…you.” These four bars typically contain two consecutive Ⅰ→Ⅵ→Ⅱ→Ⅴ progressions like we see in the first example below. However, John instead goes to the ♭Ⅵ▵ in measure 23, which functions as a tonic substitute. This reharmonization is particularly effective because the ♭Ⅵ▵ chord contains the tonic note (E♭, or D♯ as it is spelled) which allows the melody to resolve to tonic on the word “you” while simultaneously delaying the tonic chord in the harmony until the form repeats.

Measures 21–24 with Typical Chords


Measures 21–24 with Chord Subs.

When Fall In Love Measures 21–24 with Chord Substitution

The Solo Section

After presenting the melody of the tune, John launches into an improvised solo. If you want to learn essential jazz ballad improv skills like the ones you see John demonstrate here, be sure to check out our Jazz Ballad Soloing Challenge (Beg–Adv) course. In this course, you’ll learn how to support your solo with a jazz ballad stride pattern in the left hand. You’ll also learn various improv scales to use in the right hand and line building tips for incorporating these scales into cohesive improv phrases.

The Final Head & Outro

If you follow the form closely, you’ll notice that John only solos over half of the ABAC form. In other words, he solos for 16 measures, which constitutes an A section (8 bars) and a B section (8 bars). After the first ending, John ends his solo and reintroduces his final statement of the melody on the second A section. Then he continues to follow the form, proceeding directly to the C section. To create a stronger sense of closure, John adds a “tag” to the final phrase of the melody. This is accomplished by delaying the arrival of the Ⅰ chord in measure 23. Instead, we insert the chord progression Ⅲm7→♭Ⅶ7→Ⅵ9sus→Ⅵ7(♭9). This sets us up to land on the Ⅱm7 chord and repeat the line that states “when I fall in love…with…” as we walk up Ⅱm7→Ⅰ/Ⅲ→Ⅳ→Ⅴ.

After the tag, instead of resolving to the tonic chord in root position on the word “you,” John returns to the same dominant pedal and melodic fragment that he had presented in his introduction. This sets up the listener for an outro with satisfying continuity.

When I Fall In Love: Recommended Listening

The final section of today’s lesson includes a carefully curated collection of  recordings that will specifically benefit the jazz piano student. Whenever you decide to add a jazz standard to your repertoire, it’s helpful to study the tune from a number of different angles. While the ultimate goal is to make the tune your own, it’s important to first become familiar with tune from the earliest available recordings. This will help you understand the original context, occasion and story of the song.

Another important aspect of tune study is to identify any subsequent recordings of a song that have had historical significance. For example, sometimes a tune that is now a jazz standard may have originally been a pop tune until it was recorded by a particular jazz legend.

Let’s begin by checking out some early recordings of “When I Fall In Love.”

Early Recordings

The following three recordings of “When I Fall in Love” represent (1) Victor Young’s original conception of the tune as an instrumental film score, (2) the first vocal recording by Jeri Southern, and (3) the first hit version by Doris Day. All three recordings are from 1952.

Victor Young

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¹ Maycock, Ben. “When I Fall in Love (1952).”

Michael LaDisa

Michael LaDisa graduated from the University of North Texas with a major in Music Theory & Composition. He lives in Chicago where he operates a private teaching studio and performs regularly as a solo pianist. His educational work with students has been featured on WGN-TV Evening News, Fox 32 Good Day,...

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