Jazz Guitar Upper Structures: How Did Kenny Burrell Turn All the Things You Are Into a Blues?
Kenny Burrell turns All the Things You Are into a blues by treating whole groups of chords as one sound. In his second chorus he plays F minor blues across the opening chords, a D♭maj7 line over E♭7, and an A♭ blues line that resolves down into F minor — and those three sounds share one key center. Then, when the tune resolves to C major, he never just plays the 3rd: he pulls it up from the minor 3rd. That is how Junewon Choi breaks down this solo in the online jazz guitar lessons at VoiceLid Jazz Guitar, and upper structures are what make it visible.
Where Is This Solo From?
It is not on one of Burrell's own records. He plays it as a sideman on a Jimmy Heath album, so searching his discography for "All the Things You Are" will not find it. It is one of Junewon's own transcriptions, and it is where the idea of mapping blues sounds onto this standard came from. Burrell is one of the clearest examples of a guitarist who carries the blues into the standards he plays. His lines never sound like a scale exercise placed over chords. They sound like someone talking, and the talk is blues.
What Is He Playing Over the Opening Chords?
The second chorus opens high, starting on an F, and the first phrases are F minor blues. What makes it blues and not just F minor is the blue note. Take that one note away and the rest is F minor pentatonic — the sound guitarists love most. This matters because it shows that Burrell is not reaching for an exotic device. He is using the most familiar sound on the instrument and placing it where the harmony supports it. Fm7 and B♭m7 both sit comfortably under F minor, so the pentatonic phrase works without any adjustment.
Why Does a D♭maj7 Line Work Over E♭7?
Over E♭7, Burrell plays a line built on D♭maj7 — in VLJG terms, a Django Line. Then comes a distinctive phrase: an A♭ blues line with a chromatic note, the blue note of A♭ blues, that resolves downward into F minor. Here is the key point about upper structures:
A♭ is the key of the tune's first cadence.
D♭maj7 is the IV chord of that key.
F minor is the relative minor, and its triad sits on top of D♭maj7.
These are not three keys. They are one key center seen from three angles, so the line can move between them without ever sounding like a jump. That is why the upper structure view is more useful here than asking "which scale fits E♭7?" The Bridge Series walks through how upper structure triads connect to chord function.
What Happens When the Tune Resolves to C Major?
This is the most "blues" moment in the solo. The 3rd is the most important note in a chord, and Burrell does not just play it. A melody line, the theme, would simply land on E over C major. A jazz guitarist never plays it that plainly. Instead, the 3rd is encircled and pulled up from the minor 3rd below it: E♭ moving into E. That small motion — minor 3rd to major 3rd — is the sound of the blues, and it is the same move a major blues makes when it resolves. For more on why the 3rd carries the weight, see Which Notes Matter Most for Voice Leading?
How Do You Practice the Major Blues This Way?
Use the major blues scale with one rule about direction:
Going up, pass through the minor 3rd and the major 3rd without stopping. It is just a passage.
Coming down, never land on the 3rd directly. Drop below it and pull it up from the minor 3rd.
Practice it in C over a Cmaj7 chord, then place it at the end of the first section of All the Things You Are.
Combine it with the F minor blues phrases that come before, so the resolution feels earned.
This is exactly what Burrell does at the end of the phrase. For a broader look at stacking these sounds over a cadence, read How Do You Use Upper Structures Over a ii-V-I in a Solo?
Why Learn the Blues This Way Instead of as a Scale?
Because the blues, used this way, is not something you play only inside a 12-bar form. You bring it out of the blues and into the standards. Burrell's solo shows that the bluesy moments are tied to the harmony: blue notes that become the 3rd of the next chord, and 3rds that are pulled up into place. That is the difference between a lick and a language. If you want to see how Wes Montgomery wrote this sound into his own blues tunes, Wes' Blues Insight opens them one chorus at a time.
About the Author
Junewon Choi is a Berklee-trained jazz guitarist and the founder of VoiceLid Jazz Guitar, an online education platform teaching jazz harmony and improvisation through the Functional Diagonal Approach (FDA) — a chord-first method built on voice-leading rather than scale boxes.
Wes' Insight — Wes Montgomery's fretboard logic, in lesson form
Fundamental 1: Wes Diagonal System — the FDA from the ground up