Ain’t Misbehavin’ Chord Progression & Harmonic Analysis | Niels Dalgaard

Fats Waller · 1929 · E♭ major · AABA, 32 bars

Ain’t Misbehavin’ — Chord Progression & Harmonic Analysis

The diminished chord in the second bar is the whole lesson: it fills the semitone between I and ii, belongs to no key, and pulls anyway. Every stride pianist after Waller used this exact move.

ii-V-I Roman numeral analysis

Chord progression

Analyzed excerpt

Section: A1 · Bars 1–5

Ebmaj7 | Edim7 | Fm7 | Bb7 | Ebmaj7

This is a short excerpt, not the full chart. The composition dates from 1929 and is old enough that it is very likely in the public domain in the United States, which is why the excerpt runs longer here — but copyright status varies by territory and by edition, so treat that as context, not as legal advice.

The books behind this page

Every one of these tunes is assembled out of the same handful of harmonic resources. Jazz Harmony is those resources, explained in the order in which they build on each other.

Harmonic analysis

Key
Eb major
Tonal center
Eb
Confidence
High
Chords analysed
5
ChordRoman numeralFunctionWhat it is doingConfidence
Ebmaj7ITonicEbmaj7 is the tonic of Eb. It is where the progression is at rest.High
Edim7vii°7/iiDominantEdim7 is a leading-tone diminished seventh resolving to Fm7. It is C7 with the root removed and a b9 in its place, which is why it pulls like a dominant. Also readable as bii°7.Medium
Fm7iiPredominantFm7 is the ii chord of Eb: the classic predominant. It prepares the dominant and almost always moves to it.High
Bb7V7DominantBb7 is the dominant of Eb. Its third and seventh form a tritone, and that tritone is what makes the tonic feel due.High
Ebmaj7ITonicEbmaj7 is the tonic of Eb. It is where the progression is at rest.High

What the analyzer found in it

I - vi - ii - VEbmaj7 - Edim7 - Fm7 - Bb7

A I-vi-ii-V turnaround: the four-chord loop that sends a section back to its beginning.

ii - V7 - IFm7 - Bb7 - Ebmaj7

A complete ii-V-I in Eb. Predominant, dominant, tonic: the sentence jazz harmony is built out of.

V - IBb7 - Ebmaj7

The progression closes with an authentic cadence in Eb.

High, medium and low next to each numeral are judgements about musical context, not probabilities. A low rating marks a bar that can honestly be read more than one way. How the ratings are decided →

Why this example matters

Read in Eb major, these bars come out as I – vii°7/ii – ii – V7. Inside those 5 chords there is a complete ii-V-I, a diminished chord used as a connector and a turnaround. The shortest way in is a two-voice reduction: third and seventh only, slowly. Bb7 contributes D and Ab, and where that pair resolves is the whole story of the passage. You will meet the same move again in Now’s the Time, Billie’s Bounce and Straight, No Chaser, transposed and at a different pace.

How the rest of Ain’t Misbehavin’ goes

A thirty-two-bar song whose A sections are built from short repeated phrases separated by rests — written for a singer who was also a comedian, and the gaps are where the delivery happens. Harmonically it is straightforward, with the interest concentrated in a chromatic approach to the tonic that recurs at each phrase ending. The bridge changes key briefly and returns. It is one of the easiest standards of its generation to play adequately and one of the hardest to play with the right character.

Ain’t Misbehavin’ on record

Waller and Razaf again, written in 1929 for the revue Hot Chocolates, where Louis Armstrong played it in the pit and then on stage — one of the performances that made him a star beyond New Orleans. Waller’s own vocal recordings define the tune’s tone, which is lighter and more sardonic than the lyric alone suggests, and versions that play it earnestly tend to fall flat.

Analyze this progression

The excerpt is loaded and editable. Swap a chord for its tritone substitute, delete the preparation, borrow one from the parallel minor, and watch which numerals change and which do not.

Open in Jazz Harmony Analyzer →

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