"There'll Be Some Changes Made" ("Changes") is a popular song by Benton Overstreet (composer) and Billy Higgins (lyricist). Published in 1921, the song has flourished in several genres, particularly jazz. The song has endured for as many years as a jazz standard. According to the online The Jazz Discography (an index of jazz-only recordings), "Changes" had been recorded 404 times as of May 2018. The song and its record debut were revolutionary, in that the songwriters (Overstreet and Higgins, the original copyright publisher, Harry Herbert Pace, the vocalist to first record it (Ethel Waters), the owners of Black Swan (the record label), the opera singer (Elizabeth Greenfield) for whom the label was named, and the musicians on the recording led by Fletcher Henderson, were all African American. The production is identified by historians as a notable part of the Harlem Renaissance.
History and popularity milestones
1920s The debut recording with Ethel Waters was recorded on Black Swan Records (1921) and rapidly became a hit. Her rendition features the rarely-heard 6-bar instrumental intro, followed by her singing the 1st verse (16 bars, plus 1), then her singing the 1st chorus (16 bars, plus 2), then instruments playing 8, plus 2 bars of the chorus, finishing with her singing the 1st chorus (16 bars, plus 2).
Variety magazine, in a fifty-year commemorative issue, included Ethel Waters' recording in its "Hit Parade of a Half-Century (1905–1955)" list for 1923. A 1924 recording by Marion Harris (Brunswick 2651) helped establish it as a standard. Other artists with notable recordings during the 1920s include Josie Miles (Ajax 17087; 1924), Sophie Tucker (Okeh 40921; 1927), and the Chicago Rhythm Kings (Red McKenzie, vocalist; Brunswick 4001; 1928). In jazz discography, which does not include the recordings of Marion Harris or Sophie Tucker, there were 11 recordings of the song during the 1920s.
1930s Standout recordings from the 1930s include Fats Waller (Bluebird B10322; 1935), Pee Wee Russell's Rhythmakers (HRS (de) 1000; 1938), and Benny Goodman and His Orchestra (Louise Tobin, vocalist, Fletcher Henderson arrangement; Columbia 35210; 1939). In jazz discography, there were 17 recordings of the song during the 1930s, including double takes by (i) Benny Carter and His Swing Quintet (Masters of Jazz (F)MJCD95 CD & Vocalion S46), (ii) Pee Wee Russell's Rhythmakers (both takes on HRS 1001; 1938), (iii) Benny Goodman And His Orchestra (Columbia 35210 & Phontastic (Swd)NOST7606; 1939), and (iv) Eddie Condon And His Chicagoans (Decca 18041 & Meritt 11; 1939).
1940s 1941 was not a good year for newly published popular music due to the ASCAP strike. According to a January 31, 1942, Billboard article, ASCAP members claimed only 2 of the top 13 sellers in sheet music. Five of the remaining 11 were revivals, one of which was "There'll Be Some Changes Made." The 1941 film, Play Girl, gave new life to the song. In 1941, Benny Goodman's 1939 version became a Billboard No. 1 Hit for 4 weeks (during April and May) and peaked at No. 2 on Your Hit Parade. In 1961, BMI published a list, "All-Time Hit Songs, Broadcast Music, Inc., 1940–1960," in Billboard. "There'll Be Some Changes Made" was among the 17 songs listed for 1947. In jazz discography, there were 60 recordings of the song during the 1940s.
Notable recordings from the 1940s include Vaughn Monroe and His Orchestra (Marilyn Duke, vocalist; Bluebird B-11025-A; 1941), the Hoosier Hot Shots (Okeh 6114; 1941) and Peggy Lee (Capitol 15001; 1947).
1950s In early 1959, Billie Holiday did three sessions with Ray Ellis and orchestra for MGM Records in New York: March 3, 4, and 11. She recorded "Changes" in the final session. That session turned out to be the last studio session of her life. She died later — on July 17. The album — released under various titles, notably, Last Recording (MGM SE-3764; 1959) — was posthumously released.
In jazz discography, there were 42 recordings of "Changes" during the 1950s.
1960s – current Notable artists who recorded "Changes" include Ann-Margret on her 1962 album The Vivacious One, Jaki Byard (Muse 5007; 1972), Tony Bennett (Improv 7112; 1973–1977) and Fox Face (Dirtnap Records ZZZ-163; 2021)
2000 In 2004, Tony Bennett sang the song again at the Montreux Jazz Festival with the Phil Collins Big Band accompanied by pianist Ralph Sharon and double bassist Douglas Richeson, which can be heard on Collins's four-CD box set Plays Well with Others released in 2018.
Western swing and country western Outside of jazz, in western swing, Bob Wills recorded it in 1937 (Vocalion DAL 244-1). In country music, Chet Atkins and Mark Knopfler recorded — on their 1990 Grammy award winning album Neck and Neck — a parody version that references the Dire Straits song "Money for Nothing"
Selected videography, filmography, and stage Feature films Use of the song in the 1941 film, Play Girl, helped repopularize the song 20 years after its debut. Ida Lupino sang the song in the 1948 film, Road House Joan Blondell sang the song in the 1951 film, The Blue Veil In the 1972 film Slaughterhouse-Five, a quartet is singing the song when the airplane Billy Pilgrim is traveling in spins out of control and crashes. Ann Reinking sang and danced to the song, accompanied by Leland Palmer and Erzsébet Földi during the "Hallucination Sequence" in the 1979 film, All That Jazz, directed by Bob Fosse. Reinking, Fosse's previous partner, directs the song to Roy Scheider playing Joe Gideon, a semi-autobiographical version of Fosse himself. The soundtrack of Woody Allen's 1999 film, Sweet and Lowdown, included "There'll Be Some Changes Made," recorded by members of the film's music department: Howard Alden, solo guitar, Bucky Pizzarelli, rhythm guitar, Ken Peplowski, clarinet, Kelly Friesen, bass, and Ted Sommer, drums. In the scene, Emmet Ray, played by Sean Penn in the lead role as a guitarist, is playing the song with his quintet at a club as he is approached by a woman with black hair.
Shorts The 1928 Vitaphone short film, Character Studies (Vitaphone 2734), directed by Murry Roth, featured three songs, including "Changes," all sung by Florence Brady (née Florence E. McAleer; born approx. 1902), a comedian, singer, vaudeville actress, and longtime stage partner with her songwriter husband, Gilbert William Wells (1893–1935).
Selected discography
Ethel Waters, accompanied by Her Jazz Masters Trumpet (unknown), trombone (unknown), Garvin Bushell (clarinet), possibly Charlie Jackson (violin), Fletcher Henderson (piano) Recorded around August 1921, New York (audio on YouTube) Black Swan 2021 Matrix P147-1
Josie Miles With the Choo Choo Jazzers Josie Miles (vocals), Bob Fuller (clarinet), Louis Hooper (piano) Recorded circa December 1924, New York City (audio on YouTube) Ajax (Canadian Race label) 17087 Matrix 31749
Sophie Tucker Recorded September 3, 1927 (audio on YouTube) Matrix W81314-B Okeh 40921
Chicago Rhythm Kings Red McKenzie (singer), Muggsy Spanier (clarinet), Frank Teschmacher (clarinet), Mezz Mezzrow (tenor sax), Joe Sullivan (piano), Eddie Condon (banjo), James W. Lanigan (1902–1983) (tuba), Gene Krupa (drums) Recorded April 6, 1928, Chicago Brunswick 4001 Re-release: Classic Jazz Masters 31
Boswell Sisters Mannie Klein (trumpet), Tommy Dorsey (trombone), Jimmy Dorsey (clarinet, alto sax), Babe Russin (tenor sax), Martha Boswell (piano, cello), Eddie Lang (guitar), Artie Bernstein (bass), Stan King (de) (drums) Recorded March 21, 1932, New York City (audio on YouTube) Matrix: 11543-A Brunswick 6291
Roy Newman (de) and His Boys Recorded October 1, 1935, Dallas Roy Newman (piano), Jim Boyd (born 1914) (brother of musician Bill Boyd brother) (guitar), Earl Brown (guitar), Ish Erwin (bass), Holly Horton (1892–1944) (clarinet), Walter Kirks (tenor banjo), Randall "Buddy" Neal (guitar), Thurman Neal (fiddle) Matrix: DAL-196-1 Vocalion 03325
Bob Wills (1937) Recorded June 1937, Dallas 03902 Vocalion (audio on YouTube) Matrix DAL 244-1 (1st take)
Benny Goodman Louise Tobin, vocalist Arrangement by Fletcher Henderson Recorded August 10, 1939, Los Angeles (audio on YouTube) Columbia 35210 Matrix LA-1947-A (first of 2 takes)
Eddie Condon and His Chicagoans (instrumental, no vocals) Max Kaminsky (trumpet), Brad Gowans (trombone), Pee Wee Russell (clarinet), Bud Freeman (tenor sax), Joe Sullivan (piano), Eddie Condon (guitar), Clyde Newcombe (bass), Dave Tough (drums) Recorded August 11, 1939, New York City Matrix – 66072-A: "There'll Be Some Changes Made" Matrix – 66072-B: "There'll Be Some Changes Made" 66072-A: Decca 18041 66072-B: Meritt 11
Art Tatum Recorded live July 26 or 27, 1941, at Gee-Haw Stables, New York City Art Tatum (piano), Chocolate Williams (bass) Ollie Potter (vocalist) (born 1900 – DOD not known) (audio on YouTube) Onyx ORI205 Track 8 of 8
(see note: †)
Vaughn Monroe and His Orchestra Recorded January 13, 1941 (audio on YouTube) Marylin Duke (vocalist) Bobby Nichols (né Robert J. Nichols; 1924–1975) (trumpet solo) Bluebird B-11025-A Side A (matrix 060317=1)
Peggy Lee With Frank de Vol's Orchestra Recorded August 14, 1947, Los Angeles (audio on YouTube) Matrix: Capitol 15001-B
Hy-Lo Trio (vocals and instrumentalist) 78 rpm album: Old Tyme Favourites Recorded around 1948, Boston Vinnie "Jimmy Cal" Calderone (accordion) Angelo Boncore (né Angelo Joseph Boncore; 1919–2012) (bass) Side B, Track 3 Label: Crystal-Tone (Boston) Re-issue: Family Library of Recorded Music (Canada) (audio on YouTube) 1007-B
Dinah Washington On the album: Dinah! Recorded November 11, 1955, Los Angeles (audio on YouTube) Hal Mooney, arranger Accompanied by Maynard Ferguson, Conrad Gozzo, Ray Linn, Mannie Klein (trumpets); Tommy Pederson, Frank Rosolino, Si Zentner (trombones); Herb Geller, Skeets Herfurt (alto saxes); Georgie Auld, Babe Russin (tenor saxes); Chuck Gentry (né Charles Thomas Gentry; 1911–1987) (bari sax); Wynton Kelly (piano); Al Hendrickson (de) (guitar); Keter Betts (bass); Jimmy Cobb (drums); Harold "Hal" Mooney (director) Matrix 12401-4 EmArcy MG36065
Soundtrack From the 1957 film Designing Woman Album title: Miss Dolores Gray: Legendary Star of Stage and Screen (video on YouTube)' Blue Pear Records 1014
Billie Holiday Billie Holiday With Ray Ellis And His Orchestra Accompanied by Harry "Sweets" Edison (trumpet), Joe Wilder (trumpet), Billy Byers (trombone), Al Cohn (tenor sax), Danny Bank (bari sax), Hank Jones (piano), Barry Galbraith (guitar), Milt Hinton (bass), Osie Johnson (drums), Ray Ellis (arranger, conductor) Recorded March 11, 1959 (audio on YouTube) 59XY445: "There'll Be Some Changes Made" MGM SE-3764 Verve (E)2304120 (MGM)
Dave Brubeck Brubeck and Rushing Recorded January 29, 1960, New York City (audio on YouTube) Paul Desmond (alto sax), Dave Brubeck (piano), Eugene Wright (bass), Joe Morello (drums), Jimmy Rushing (vocals) Matrix: CO64697 Columbia CL1553
Julie London Whatever Julie Wants (LP) With orchestra Felix Slatkin (conductor) Recorded in Hollywood, c., July 1961 Track B5: "There'll Be Some Changes Made" (audio on YouTube) Liberty LST 7192 (LP) US (1961) Liberty LRP 3192 (LP, Mono) Australia (1961) 7" Reel, 4tr, Stereo, Album, Liberty LT 7192 US (1961) Promo, Whi, Liberty LRP 3192 (LP, Mono) US (1961) Longon HA-G 2405 (LP, Mono) UK (1961)
Jackie Gleason Recorded 1961; released 1962 Jackie Gleason's Lover's Portfolio Capitol SWBO-1619 2 LPs (compilation) Track B1 (of side A, B, C, D)
Tony Bennett On the album: Life Is Beautiful Arranged by Torrie Zito Recorded 1975 (audio on YouTube) Tony Bennett (vocals), Torrie Zito (piano), John Guiffrida (bass), Chuck Hughes (drums), and orchestra Improv 7112
Soundtrack (New York) Recorded March 22, 1976, A & R Recording, New York Original Broadway Cast from: Bubbling Brown Sugar H&L HL-69011-698 Act 2, Scene 3 Track B4 Josephine Premice, vocalist
Amherst Records AMH 3310 (CD)
Soundtrack (London) London Cast from: Bubbling Brown Sugar