Over The Rainbow Tutorial
Most famously associated with the film The Wizard of Oz, ‘Over The Rainbow’ has also been played by many great jazz musicians over the years.
The tune follows an AABA form and the chord changes are quite repetitive making it an easy tune for beginners to learn and memorise.
We will start off with some very simple voicings and then add some bigger two handed chords.
Because the A section of the tune repeats itself 3 times, we will look at some interesting chord substitutions that can be used to liven up the tune and add variety to the performance.
Related Lessons
We start the lesson by recapping the basic theory behind sus chords and then explore them in context of major and minor 251s
Upper structure triads are complex sounding altered dominant chords. They will add texture and sophistication to your playing.
Minor harmony is much more complex than major harmony and so the minor 251 progression takes much more time and patience to master.
Hayden, what is that Db9 in measure 5 as relating to the key of Eb. I know it is the b7 in the key but i mean Fm to Db9…i don’t understand that theory in that particular movement. What is Db9 subbing for ?
Hey Lonnie,
Apologies for the delay in getting back to you here.
What you are looking at here is a variation of a 251 progression. It is sometimes referred to as the ‘backdoor 251 progression’.
Effectively this is a 251 in Eb Major.
The backdoor 251 progression uses the following formula:
IVmaj7 → bVII7 → Imaj7
In the key of Eb Major that would be Abmaj7, Db7 and Ebmaj7.
The F-7 that you see before the Db7 is the relative minor of Abmaj7. That explains the first chord.
But what about the Db7, how is this related to the 5 chord (Bb7) you may ask? And how does this function as a V-I into Ebmaj7?
Well the Db7 is very closely related to the Bb7 (V) and E7 (tritone sub) that you would normally associate with a 251 in Eb Major.
If you play the following 3 dominant chords with a b9 and then drop the root:
You will see that each time you end up with the notes of Ddim7 (D-F-Ab-B).
Furthermore, these 3 chords can be used interchangeably. You will already be aware of the tritone sub option you have. Well another option you now have is the bVII7 into Imaj7.
Here is a nice way to visualize this relationship on the piano…
Instead of playing Db9, play Db7b9, so you are basically just flatten the 9th in the chord.
Now look at the notes you are playing… you have the 3rd and 7th of Bb7 and also the b9. If you play Bb in the bass instead of Db7 you are now playing Bb7b9 which is the normal V chord of Eb.
So effectively the Db7 is just a substitution for Bb7.
This isn’t an easy one to explain so I hope it makes sense?
Look out for this progression in other tunes, Bar 5 of Misty is another example ☺
Thanks, Hayden
Hayden, this was such a helpful and instructive chord “story.” I just spent 30 minutes on Wikipedia and Google reading all about the “backdoor 251 progression” (which I didn’t know) and the parallel minor. I love knowing this type of theory and it helps me memorize a song faster. Thank you for not “dumbing down” the explanation and letting me grapple with it. Warm Regards.
Hi Lonnie, that’s great you are proactive about learning this type of theory… this is exactly the best way to improve and broaden your understanding.
I am the same… I always enjoy learning about new aspects of harmony… I find it all so interesting!
As an exercise, try and spot this progression in other tunes… as mentioned, “Misty” is a good example. And in bars 9-11 of “There Will Never Be Another You” it also appears in the same key (Abmaj7 – Db7#11 – Ebmaj7 ).
Cheers, Hayden
Hayden, one more question about Over the Rainbow…the Ebmaj7 before the Eb7, in mesaure 2, is not in other versions of this song. What is the harmonic story for preceding the V of IV with the Imaj? It surprised me there. My ears like it but not sure i understand the harmonic principle for placing it there. Was it just for more movement in the measure?
Hey Lonnie, I’d just look at it as a passing chord. It’s used to harmonise the preceding melody note and there is only a half step difference between Ebmaj7 and Eb7 which is why it sounds smooth and pleasing to the ear.
The melody is moving up by a half step, and the 7ths of the 2 chords are moving down by a half step which creates a nice contrary motion… i would leave the analysis there… sometimes reharmonisations sound amazing but they don’t make harmonic sense.
By the way… I think it’s really great that you analyse the harmonic movement of tunes in such detail… it will help you see patterns in jazz standards as many of them use the some progressions! And I find it’s often easier to remember the chord changes numerically as appose the actual chord names.
Cheers, Hayden
Hayden, because i want to understand “Over the Rainbow” completely in how the chords are functioning harmonically so i can practice the song in any key from memory, I play a game of trying to reduce all fairly simple diatonic songs to the chords, I, IV and V. You know how theory says the vi and the iii can sub for the I? And the ii can sub for IV? So now that you explained the Db9 as a sub for the V, this song is complete for me as essentially having only the I, IV and V chords. The song begins with I chord substitutions all the way up to the IV chord Abmaj. Then Bbsus is another IV (or possibly as V). The Fm is relative minor of the IV and therefore can function like a IV. The Db9 functions as a V. And then the last measures are chords subbing for I, I, I, IV, V, I. This is a harmonic exercise I give myself since i cannot practice physical piano as much as I want because of rheumatoid arthritis in my hands and wrists. So i watch your videos over and over and try to figure out the harmonic movement and see if i can understand them as substitutions for I, IV and V. I’m sure the modal songs will not let me play this harmonic game and reduce them to I, IV and V but it will be fun to try. All that LONG explanation above was to let you know why i so appreciate your patience in answering my questions about how different chords function harmonically in a song. The understanding keeps me connected to the music when i can’t play and also helps me fill in puzzle pieces of my I, IV, V harmony game. Thank you very much.
Hi Lonnie,
It’s really great to see you analysing tunes in this level of detail. There is so much overlap that once you have identified these patterns, you will notice them everywhere in many different tunes which can be liberating. From your analysis here it is clear that you have a very good understanding of jazz harmony and that is no small task!!
My pleasure with answering your questions… thanks for letting me know, it means a lot to me 🙂
All the best, Hayden
recently joined and feel I have found the right teacher…. hurray!!!! I love it
Hi Cheryl,
That’s awesome to hear! A very warm welcome to the community here at PianoGroove.com
Enjoy the video lessons, be sure to check out the forum/discussion area, and if I can help you with anything you are working on, just let me know 🙂
Cheers, Hayden
Hayden, I find it really helpful that you play back through the entire piece in the last couple of minutes. Great way to loop and begin to gradually increase the playback speed. Thanks!
That’s great… I’m glad you enjoyed the lesson and the arrangement. If I can help you with anything you are working on, just get in touch 🙂 Cheers, Hayden
whoa thank you so much for the insightful tutorial. i don’t currently have a steady income , as im still young, but when i do i’ll be sure to join the premium lessons. Thanks for providing classical pianists like me with such lessons , bringing us closer to jazz music
No problem… glad you enjoyed the tutorial! Cheers, Hayden
Hi Hayden! That Bmaj7(#11) in the second to last bar sounds awesome. Please explain why… The last 3 bars are a pretty stock Imaj7, iii-7, VI7, ii-7, V7, Imaj7. You’ve substituted a bVimaj7 for the ii-7. What’s the logic there?
Hi Dave 👋
Good question!
Firstly notice the half-step descending bass line – this is the most important element: C7 –> B –> Bb7.
Now, that Bmaj7#11 could be played as a B7#11. That in effect would be a V-I in Bb but we are using the tritone sub instead of the normal V chord.
Dominant chords create a strong sense of pull down a 5th or down a 1/2 step. So C7alt –> B7 –> Bb7 is simply a set of descending dominant chords resolving a half step down. You could also look at it as a 251 but with all dominant chords and using the tritone sub for the V chord.
Finally, turning the tritone sub of the V chord into a major chord then brings out a completely different colour and texture. #11s are a beautiful sound over major chords which is another reason it works well with the melody note there.
Major#11 chords have a floating and uplifting quality which is a lovely reharmonisation to use in this setting.
This is something for you to keep in mind over 251s, try playing the tritone sub of the V chord as a major chord and optionally add in the #11 for extra colour and texture.
Check out the Christmas tutorial on “Have Yourself A Merry Little Christmas”: https://www.pianogroove.com/jazz-piano-lessons/have-yourself-merry-little-christmas-tutorial/ – we use this same device at the end of the 2nd A Section.
Hope this helps.
Cheers, Hayden
Hayden, Thanks for the reply. I assumed it had something to do with a tritone sub, but chord qualities threw me. There are a couple of layers of reharm going on here.
The major Kenny Barron voicing is a major#11 chord, right?
I really liked this conversation. How can i get to that level of analizyng harmony.?I feel that i m still not there to do this myself Alone.
Hi Ivan,
Thats really cool!Yes i m going to start getting used to numbers rather than chord names while reading sheets from now on tnks.
Hello Hayden..When learning a new standard and building the chords and voicings…how Many times can i use or repeat the same note or notes in the same chord or voicing?…is there a limit? What are your toughts about repeating the same notes?Thks
Hey Ivan,
Thank you, Hayden. I recall a very experienced jazz piano player saying that there are tunes (I guess ballads mostly) that do not render themselves to free improvisation with beat. I can understand that. Also, I just do not know why it is important to me to find a way of improvising, with beat, on the Rainbow; but it is. Of course, various enrichment, embellishments (big voicing, harmonization, block chords, arpeggios, etc. etc.) are already provided in your lesson. I guess I am trying to go beyond….somehow.
Hayden (or anyone else who sees this question): is there a jazz recording (preferably piano) where the player improvises freely, al tempo, on this tune? Everything I found focuses on embellishments, stride style (nothing wrong with it, per se, of course), but not a really ‘jazzy’ improvisation, with a beat, etc. Just curious. Thanks, Smole
Hey Smole!
Now that I listened to Higgins trio several times, that’s exactly what I was looking for. Thanks ever so much, Hayden. Smole
Hi Smole,
Thank you, Hayden, as always. Funnily enough, I was struggling with Over the Rainbow the last couple of days (improvising mostly) and Hank Jones is always a superb source of ideas. In this recording
I am going to see what I can get out of his flow of chords, passing, substitutions, chromatically “sneaking” up on a destination chord….it will be really fun. A terrific addition to Higgins’ rendition of the same tune you already sent. Thanks again, Smole
Where is a copy of the lead sheet? I can’t see it. Thanks
Of all the songs I have heard in my lifetime, I believe this song has the sweetest melody of them all. Thanks for another simple yet elegant tutorial.
Good morning Hayden,
I have followed closely with several of your videos and am trying to follow many of your chord “rolls”.
Do you have any lessons on rolling your chords?
Thanks, Joe
Hi Joseph,
I can think of this lesson which was produced some time ago but I do mention rolling the notes of the Kenny Barron chord voicing:
https://www.pianogroove.com/jazz-piano-lessons/kenny-barron-voicing/
I’ve been meaning to reproduce the lessons in that course to improve the visual and editing quality as they were some of the first lessons I ever recorded.
Anyhow, back to your question:
When rolling the notes of a chord, we would likely want to use the pedal so that we don’t have a ‘fragmented sound’ when we lift off a note to play the other one. So I would say use the pedal liberally in these kind of circumstances.
Often I will use my index finger as the ‘pivot point’ which allows me to stretch further on each side. I mention this in the lesson referenced above.
It’s also important to note that we can usually rearrange the notes of a voicing into a smaller register of the piano.
Which particular voicing or section of this tutorial are you referring to? If you can post the time stamp in mm:ss format, for example 02:30, I can then provide some more detailed recommendations on how to approach the situation.
Cheers, Hayden
Hello Hayden,
Thanks for the quick reply. In OTR above, the specific area was around 14:45 where you mention a simple roll up. In the OTR transcription at the 23rd bar I believe you are indicating a roll up from F-D-B. If this is correct then I assume throughout the rest of the music sheet you are also showing the roll ups you do?
If this is true it is very helpful. I have been using the chord changes music sheets and am only now moving to the more difficult transcription music sheets. The roll ups definitely enhance the music.
I find as I beome more fluent with playing a song simple roll ups become more natural.
I appreciate the help,
Regards, Joe
Hi Joe,
Yes I know exactly what you are talking about now.
The nice thing with rolling voicings in the left hand is that it adds some rhythmic interest compared to playing all of the notes of once. It also allows us to spread the notes over a wider range of the piano to achieve a more balanced sound which is important when playing solo jazz piano.
My main tip here would just be to study and play more of the jazz standard arrangements on the website. You will see that myself and the other teachers use this technique all the time, and exactly as you say, the more applications that you play the more natural this will become for you.
Also be sure to tune into my live seminar tomorrow on the tune “Moon River” where I will be using a lot of this voicing style. Add to your calendar here: http://www.pianogroove.com/live-seminars/moon-river-jazz-standard-workshop/
See you in the seminar tomorrow!
Cheers, Hayden
So beautifully arranged Hayden.. never fails, Pianogroove is always my happy place for music and jazz learning. Thank you so much.
Thanks Kristeta – I’m glad you like the arrangement 🙂
Cheers, Hayden
Hi Hayden, Bar 16 of the arrangement on the Fm11–is that an inversion(bass) or typo. The following Bb7 has no 3rd. Did you mean to put it in the Bass?