Once you can walk an F blues, the next tune to learn is “Autumn Leaves.” There’s one tune in the Great American Songbook that provides a foundation for all the other tunes, and that’s the one. Understanding “Autumn Leaves” gives you a framework for learning all those other tunes.
Quick answer
Learn the first eight bars in G minor: C minor 7, F7, B-flat major 7, E-flat major 7, A minor 7 flat 5, D7 and G minor 7. Those chords recycle throughout the tune. Play the 1-3-5-7 of each chord, change the order of notes, start on the third, then put wrong notes on beats two and four.
Here’s how I build an Autumn Leaves walking bass line, step by step. It’s the same method I use whenever I have to learn a new tune. There’s a reason I know over a thousand tunes, and it’s this method. I’ve done it so thoroughly that I don’t even have to think about those tunes anymore.
What do you play first on Autumn Leaves?
I play “Autumn Leaves” in G minor. There are plenty of other keys, especially if you play with singers who call tunes in every conceivable key, but G minor is where we’ll work.
The first eight bars are C minor 7, F7, B-flat major 7, E-flat major 7, A minor 7 flat 5, D7, and then two bars of G minor 7. The chords in those first eight bars recycle throughout the tune. If you can play the first eight bars, you can play over the tune.
Step one is the 1-3-5-7 of each chord, starting on the root, through the whole form. You don’t even have to do this in time. The time will figure itself out. You’re accomplishing two things with one exercise: you’re internalizing the harmony, and because you’re playing it within the form, you also know the form.
Near the end there’s a little trick jazz musicians love, a cool walk down where the roots go G, F-sharp, F, E. You’ve got two chords in each bar there, and you can’t play the 1-3-5-7 of two chords in one bar. Even with chops like mine, I can’t do it. So you don’t need to. Just walk down.
If you can play Autumn Leaves and you can play an F blues, then you’re ready to play jazz.
Cole Davis
Change the order of notes
Next, keep the root on beat one and change the order of the 1-3-5-7 in every bar. The goal is to branch out as much as possible. When I played it that way in the lesson, it wasn’t the best bass line I’ve ever played, and I wouldn’t play it on a gig. But I’d 100% play it as an exercise. It doesn’t sound like music yet, and that’s the point. That’s really all we’re doing as jazz bass players. We’re looking at these tunes and we’re changing the order of notes.
Then start on the third. When I did that, it actually sounded better than forcing myself to start on the root. After that, combine them: the root half the time and the third half the time. Try to stick to 50/50, though it might end up more like 60/40. When I played that, it was already a good bass line, and we hadn’t even gotten to the wrong notes yet. I could play that on any gig and not only not get fired, but get called back.
From there, practice starting on the fifth, and sometimes even the seventh. And stop treating each bar like a math problem where you have to use all four notes. You can pick and choose, leave notes out and use octaves. It’s more improvisatory that way.
Where do the wrong notes go on Autumn Leaves?
Right notes go on one and three to divide the bar in half. Wrong notes go on beats two and four to provide continuity between the chords. You don’t even need to know what the wrong notes are. You just need to know the right notes, and then everything else is a wrong note. I’m not thinking sharp 11 or flat 9 when I’m playing a bass line.
Here’s an example. On the C minor 7 going to the F7, the best wrong note is E, because E voice leads perfectly to F7. It’s a wrong note because there’s no E in a C minor 7. Great voice leading doesn’t always need a wrong note, but on the F7 I can make it interesting with an F-sharp on beat two: F, F-sharp, G, A, then B-flat.
Don’t overdo it, though. If you play a wrong note on beat two every single time, it’ll start to sound too dissonant, like “Flight of the Bumblebee.” You don’t want to have no wrong notes, but you also can’t play a wrong note every time. Deciding where they go is the improvising.
For the simplest version of this, listen to Sam Jones on Cannonball Adderley’s Somethin’ Else. He plays a simple 1, 3, 5, flat 5 constantly. Everybody’s playing very simply on that recording, and that simple bass line gives instant movement to the tune.
Add the 9 and the 6, then vary every bar
If you force yourself to play all four notes of the 1-3-5-7 in each bar, eventually you’re going to run out of ideas and your bass line isn’t going to sound fresh. How do you make it sound fresh? You add the other notes. There are six right notes: the 1, 3, 5 and 7, plus the 2 and the 6. Play a bass line using the 9 (that’s the 2), then add the 6. For a nice color, you can also play the flat 6 on the D7. It’s such a dark tune, you can add that dark sound.
Then there’s the walk-up. Going from the G minor back to C minor, you can play G, the root, then A, the 9, then B-flat, the third, then a wrong note leading to C. Root, then the 9, then the third, then a wrong note that leads directly to the next root. That’s what makes up the movement that sounds so good.
Most important, don’t repeat yourself. I don’t mean playing the same notes. I mean playing the same degrees. If you play 1-3-5-7 and then 1-3-5-7 again, that doesn’t work. Think of these bass lines as number patterns, and don’t repeat the number patterns. The thing that really creates movement is variety.
Two more things: spacing and register. If I play chromatic bass lines, I follow them up with intervallic ones, and the other way around. Maybe a bar of each, maybe two bars of each. Keep the ratio consistent so it sounds logical. And don’t play a full bass line for 20 minutes just in half position. For a bass line to really sound like it’s moving, you can’t stay in the same register for five minutes. I go deeper on both ideas in the Ray Brown walking bass line formula.
Write out eight bars today
If you’re struggling with any of this, the easiest way to get good at it is to write it out. When you’re playing in real time, memory is involved and nerves are involved. When you write it out, you give yourself the freedom to choose each note, and you end up picking something much better than what you’d play. Then that becomes your new normal.
- The 1-3-5-7. Play the 1-3-5-7 of every chord in the first eight bars in G minor, root on beat one. Out of time is fine.
- New order. Keep the root on beat one and change the order of notes in every bar.
- Start on the third. Then mix it up, starting on the root about half the time and the third the other half.
- Wrong notes. Put wrong notes on beat four, and sometimes on beat two, like the E on the C minor 7 heading to F7. Not every time.
- The 9 and the 6. Work them in, and try the flat 6 on the D7.
- No repeats. Write out all eight bars so no bar repeats the number pattern of the bar before it. Then play them.
If you’d like a written line to compare yours with, there’s a free Autumn Leaves walking bass line in G minor with notation, tab and a play-along on the main site. Walking on Electric Bass: Part 2 finishes by applying all six right notes to “Autumn Leaves,” and my guide to walking bass lines pulls the bigger ideas together.
Write out those eight bars tonight. You’ve got the ingredients and the recipe. Now all you’ve got to do is make the dish.
Go deeper
Walking on Electric Bass: Part 2
The full walking vocabulary working players use: the six right notes, the licks Ron Carter passed down, and the principle that makes a line move.
FAQ
What key do you play Autumn Leaves in on bass?
I play it in G minor, and that’s the key I teach it in, so the first chord is C minor 7. There are plenty of other keys, especially if you play with singers who call tunes in every conceivable key, and I can play it in all 12.
What are the chords in the first eight bars of Autumn Leaves?
In G minor: C minor 7, F7, B-flat major 7, E-flat major 7, A minor 7 flat 5, D7, then two bars of G minor 7. Those chords recycle throughout the tune, so if you can play the first eight bars, you can play over the tune. Watch the E-flat major 7 to A minor 7 flat 5. The roots are a tritone apart, so it’s not exactly the circle of fourths. Try moving up stepwise there.
Where do wrong notes go in an Autumn Leaves walking bass line?
Right notes go on one and three to divide the bar in half, and wrong notes go on beats two and four to provide continuity between the chords. On the C minor 7 going to F7, the best wrong note is E, because E voice leads perfectly to F7. Just don’t put a wrong note on beat two every single time, or it starts to sound too dissonant.
What does Sam Jones play on Autumn Leaves?
On Cannonball Adderley’s Somethin’ Else, Sam Jones plays a simple 1, 3, 5, flat 5 constantly. Everybody’s playing very simply on that recording, and that simple bass line gives instant movement to the tune. The flat 5 is a wrong note, and in that pattern it lands on beat four, where passing tones go.
Is Autumn Leaves a good first tune for walking bass?
Yes, together with an F blues. If you can play Autumn Leaves and you can play an F blues, then you’re ready to play jazz. The F blues teaches you dominant chords and chord movement, and understanding Autumn Leaves gives you a framework for learning all the other tunes. Next to a blues, it’s a lot more consonant, and your bass line can reflect that.
