All or Nothing at All: Chromatic Voice Leading, Relative Keys, and the Guitar Logic Hidden Inside a Jazz Standard

Guitar Theory • Jazz Standards • Harmonic Analysis

All or Nothing at All

Chromatic Voice Leading, Relative Keys, and the Guitar Logic Hidden Inside a Jazz Standard

A guitarist's harmonic study

All or Nothing at All becomes much easier to understand when we stop treating its chord symbols as a long series of unrelated grips. On guitar, the arrangement reveals something much more elegant: voices move by half steps, chord tones remain in place, relative major and minor keys trade places, and altered dominants redirect the ear at precisely the right moment.

The version examined here begins in E minor and follows the way I actually play the tune:

A Section

Em → Em(maj7) → Em7 → Em6
F6 → Dm6 → Dm7 → G6 → Cmaj7 → B7♯9

Chorus / B Section

E♭ → E♭6 → Fm6 → Fm → B♭
Fm → F7 → Cm → A♭ → G → B7♯9
The central lesson is simple: do not merely ask which chord comes next. Ask which voice moved to create it.

1. The Opening Is One Minor Chord in Motion

The defining sound arrives immediately:

Em → Em(maj7) → Em7 → Em6

On paper, these look like four separate chords. On guitar, they are better understood as a single E-minor sonority containing a descending chromatic voice.

D♯ → D → C♯

The E-minor triad remains the harmonic foundation:

Chord Important tones
Em E – G – B
Em(maj7) E – G – B – D♯
Em7 E – G – B – D
Em6 E – G – B – C♯

This is the classic minor line cliché. The harmony appears to change vertically while the musical event that matters most is horizontal.

That distinction matters enormously to the guitarist. Rather than memorizing four unrelated chord diagrams, we can hold much of the E-minor shape in place and allow one finger to trace the descending line.

2. F6 to Dm6: Common Tones Hide the Harmonic Distance

After the descending E-minor sequence, the arrangement moves to:

F6 → Dm6 → Dm7

F6 and Dm6 may appear unrelated when reduced to root names, but their upper voices tell a different story.

F6 contains F–A–C–D. Dm6 contains D–F–A–B.

F and A can remain stationary. The harmonic change can therefore be accomplished through relatively small movements in the remaining voices.

Then Dm6 becomes Dm7 through one especially important half-step:

B → C

We have now encountered the same compositional principle as the opening: a chord changes because one internal note moves.

3. Dm7 → G6 → Cmaj7 Reveals a New Tonal Destination

The next movement is one of the clearest functional passages in the arrangement:

Dm7 → G6 → Cmaj7

This is fundamentally a ii–V–I progression in C major, although the use of G6 instead of a harder G7 softens the dominant function.

In C major:
Dm7 = ii
G = V
Cmaj7 = I

C major has another important relationship to our original tonic. In E minor, C is the VI chord.

The A section therefore does not wander randomly. It moves from the E-minor tonic area into a closely related C-major area before preparing a return home.

E minor → C major → E minor

This relationship becomes important later because the chorus will explore another relative-key pair: E-flat major and C minor.

4. B7♯9 Turns C Major Back Toward E Minor

After Cmaj7 comes the chord that functions as one of the main structural hinges in this arrangement:

B7♯9

B7 is the dominant of E minor. The ♯9 adds C natural:

B – D♯ – F♯ – A – C

That C is particularly effective because C has just been established as the root of Cmaj7.

On Cmaj7, C is perfectly consonant. When the bass falls to B, the same pitch suddenly becomes the biting ♯9 of B7.

The note has not changed. Its harmonic meaning has.

That is one of the finest lessons this progression offers. Harmonic color depends not only on which note we play, but on what is happening beneath it.

B7♯9 then restores the dominant gravity necessary to return to E minor.

5. The Chorus Drops the Tonal Center One Half Step

The chorus begins with a dramatic tonal relocation:

E minor → E♭ major

Instead of moving to the dominant, relative major, or another closely related conventional destination, the music places its new tonal center one semitone below E.

For the guitarist, this is almost physical. The tonal floor has moved down one fret.

The chorus opens:

E♭ → E♭6 → Fm6 → Fm → B♭

E♭ and E♭6 establish the new tonic area. Fm and B♭ then reinforce it through recognizable predominant and dominant functions.

In E♭ major:
E♭ = I
Fm = ii
B♭ = V

The music has not merely touched E♭. It has established a genuine local key center.

6. Fm → F7 Is the Chromatic Hinge Into C Minor

After B♭, the progression takes an especially revealing turn:

B♭ → Fm → F7 → Cm

The crucial change is not primarily the movement of the bass. It is the transformation inside F:

Chord Chord tones
Fm F – A♭ – C
F7 F – A – C – E♭
Cm C – E♭ – G

The inner voice produces a striking chromatic line:

A♭ → A → G

That line explains the transition more elegantly than a chord-symbol analysis alone.

The Fm belongs naturally to the E-flat-major environment. Raising A♭ to A natural transforms the chord into F7, destabilizing the key and helping redirect the music toward C minor.

The eventual F7 → Cm motion is not a textbook dominant-tonic cadence, yet its voice leading is remarkably smooth:

E♭ → E♭    common tone
C   → C     common tone
A   → G     step downward
F   → E♭   step downward

Once again, the individual voices make convincing what the root movement alone might make seem unusual.

7. C Minor Takes Over, but Its Dominant Is Denied

Once Cm arrives, the harmonic language becomes very clear:

Cm → A♭ → G

In C minor:

Cm = i
A♭ = VI
G = V

G major is especially important. Natural minor would give us G minor, but G major contains B natural, the raised seventh degree of C harmonic minor.

That gives G unmistakable dominant force.

The ear therefore expects:

G → Cm

But that resolution never arrives.

Instead:

G → B7♯9 → Em

The expected dominant resolution into C minor is interrupted by a new dominant whose target is E minor.

G says, “return to C minor.” B7♯9 answers, “we are going back to E.”

That is the structural brilliance of the ending.

There is also a beautiful chromatic melodic possibility hidden inside the cadence:

D → D♯ → E

D belongs naturally to G. D♯ becomes the major third of B7. E is the tonic of Em.

Three notes, each one fret apart, explain the entire return.

The Large-Scale Harmonic Design

When the progression is reduced to its tonal centers, a surprisingly elegant symmetry appears.

E minor

C major

E♭ major

C minor

E minor

The A section explores the close harmonic relationship between E minor and C major, while the chorus explores the relative major-minor relationship between E-flat major and C minor.

These relationships are similar in effect but different in theory:

E minor ↔ C major

Closely related tonal centers; E minor is the iii chord of C major, and the two tonic triads share the tones E and G.

E♭ major ↔ C minor

A true relative major-minor pair, sharing the same key signature.

This distinction is important because the song uses two different kinds of major-minor interplay rather than simply repeating the same relative-key relationship in both sections.

B7♯9 ultimately overrides the second tonal world and restores the first.

8. What the Guitarist Should Actually Hear

A guitarist can make this tune unnecessarily difficult by assigning a separate scale, shape, or fingering concept to every chord symbol.

A better approach is to memorize the moving voices.

Opening E minor:

D♯ → D → C♯


Dm6 to Dm7:

B → C


Fm to F7 to Cm:

A♭ → A → G


Final return:

D → D♯ → E

These lines are easier to hear, easier to remember, and often easier to execute than the full chord names.

This is also a powerful improvisational method. Instead of thinking, “Which scale works over this chord?” at every beat, begin with the chord tones and identify where the important internal voice is headed.

Chromatic notes then stop sounding like mistakes. They become approach tones with destinations.

Conclusion: Harmony Is Movement

All or Nothing at All is a useful reminder that jazz harmony is not merely a catalog of chord symbols.

The opening Em–Em(maj7)–Em7–Em6 sequence is a descending chromatic voice inside a stable minor harmony.

F6 leads smoothly into D minor. Dm7–G6–Cmaj7 temporarily establishes C major. B7♯9 transforms C natural from consonance into tension and restores E minor.

The chorus then moves the tonal center down one semitone into E-flat major before gradually converting that world into C minor. Fm–F7–Cm contains its own chromatic inner line, A♭–A–G. The expected G-to-Cm cadence is then denied when B7♯9 redirects the harmony back toward E minor.

Beneath all of those chord names, the composition repeatedly relies on the same handful of forces:

common tones
chromatic inner voices
relative major and minor relationships
dominant gravity
half-step resolution

For the guitarist, this changes the way the song is learned. Instead of memorizing a succession of isolated grips, we remember lines, destinations, and resolutions.

Do not merely play the chord that is written. Hear which voice moved to create it.

Performance note: This analysis follows the guitarist's working arrangement described above rather than attempting to reproduce every chord symbol found in published lead sheets. Jazz standards routinely exist in multiple keys, arrangements, and harmonic interpretations.


About the Author


Sean Keith Gray is a songwriter, guitarist, writer, and editor with a longstanding interest in the relationship between traditional music, improvisation, and music theory. His approach begins with listening and playing first, then uses theory to explain the harmonic and melodic choices that emerge naturally from the instrument.

As a guitarist and songwriter, Gray is particularly interested in modal harmony, chromaticism, voice leading, blues language, and the ways traditional songs change as they pass between generations and performers. 

Rather than treating scales and chord symbols as rigid boundaries, Gray's analysis emphasizes melody, tension, resolution, and the freedom available to musicians who understand where the tonal center lives.

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