Stella by Starlight Chords Analysis

Stella by Starlight is one of those jazz standards that is just plain hard to understand. As complex as it is, it's still a staple tune and a must know for jam sessions and gigs.
In today's video, I go over my full-on chords analysis of Stella and walk you through how I think about it using color-coding and roman numeral analysis.
If you enjoy more stuff like this and want to understand jazz standards so you can improvise over them, check out my eBook and companion course "The Jazz Standards Playbook": www.thejazzstandardsplaybook.com/
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[@Learnjazzstandards]

***NOTE*** Hey all! Something I failed to mention in the video is that my analysis is based on what I would call the "jam session changes" of this song. Victor Young wrote this for the film "The Uninvited" and the original changes are certainly different in multiple sections of the song. But over time, through musicians like Miles Davis and the advent of the Real Book, the commonly played changes evolved into more traditional jazz harmony. The best example of this is in the first two bars. The original changes were more of a Bbdim(maj7) or a Dbdim7 which resolved to the Cmin7 (ii chord). But somewhere down the line, it got reharmonized to an A7(b9). Essentially an altered dominant substitution for a diminished (classic diminished theory). Then a ii chord was added in front of the A7(b9) to make the first two chords Emin7(b5) to A7(b9). I do talk about this in my book, because knowing this is important, but failed to mention this in the video.

[@dgrjazz]

Hey dude Thanks for that. Do you have the original Victor Young changes. I would love to see them. Maybe you could post them here. Thanks.

[@dgrjazz]

Oh. I’ve noticed over time that Bb7 can be a Dominant for C, but never thought of why. Thanks.

[@Jaiarrhea]

I’ve transcribed this tune for victors version and got extremely different chords for the whole tune, the jam session changes as youve written them reharmonised anything that’s not a 2-5. The original changes are beautiful, i transcribed my favourite run of the form with flute solo which approximates These basic changes Ddim, emin, A7, a-,D7, g, g-6 c7, d/a, b-, f#-, f6, e-6, d-6, c#-b5 f#7, b7, e-, gdim, f#-, fdim, c6 b7, e-b5, a7, d.

[@Jaiarrhea]

These dim chords all use the melody on the maj7 as well which I find really pretty! It’s honestly my favourite part of this song, and it’s sort of a re occurring theme. Fdim has a c# in melody which is sorta a inversion of opening. Similar concept though.

[@Jaiarrhea]

Honestly though these changes are extremely different from what I got from victors version

[@backinbay]

This is the best and most useful harmonic explanation of "Stella by Starlight" I've seen on KZbin !

[@1950francesca]

Very clear and thorough. This kind of analysis makes it so much easier to memorize these tunes. Glad you're out there doing this.

[@bsykesbeats4013]

Awesome breakdown. Literally answered every question I had in my head.

[@Learnjazzstandards]

Awesome! Glad you found it helpful

[@musicwithajey]

Great explanation. Thank you!

[@eric_james_music]

This is perfect timing for me to stumble upon this video. Realizing that most jazz is a series of 251s or just 25s was what did it and this vid really went in depth. I love how it relates to backdoor dominants too. I can also see how tritone substitutions and extensions/alterations can be a part of this. Great lesson, sub'd I would love to see an analysis of "Easy Living" and Crazy He Calls Me" by Billie Holiday

[@haroldskelton3842]

It is helpful just to know where the key centers change. I just marked your delineations of key changes and I already can construct a better solo as a first step. Thanks

[@Keno9462]

Brent awesome information, love the circle of fourths I never saw it pretty cool

[@Learnjazzstandards]

Yeah! My pleasure Eugenio.

[@joetessy]

This is the first time a standard that breaks out of the diatonic chords makes sense to me. Subbed!!!!!

[@marionmurphy4001]

thanks, Ive been thinking of using harmonic minors

[@richarddunn324]

Great video. Very helpful.

[@Learnjazzstandards]

Happy to help Richard!

[@mcoldewey]

Thanks for the analysis; This tune is amazing in that it works (from a listening point of view) and yet has so many non-standard chord progressions that don't resolve as expected. The use of "backdoor dominant 7ths" (chords built on the b7 as a substitute dominant) is something that you hear a whole lot but this is the first time I'd heard explained why and how they work.

[@Learnjazzstandards]

Glad you found it helpful!

[@dkwvt13]

Very interesting lesson, technically challenging to say the least. Lacking the deeper theory chops I love these breakdowns but faced with a tune like this at a jam I would have to resort to just playing the changes hanging onto the melody for dear life. Great tips at the end, all very helpful and well worth a second(+++) look. Thank You...!

[@Learnjazzstandards]

My pleasure Donald! I think you're right to hang on to the melody. Much better than playing a bunch of scales, so I think you're on the right track.

[@davekana8388]

Well thought out!

[@Learnjazzstandards]

Thanks Dave!

[@starboarder4676]

THANK YOU SO MUCH ! GREAT EXPLANATION ! I SUBSCRIBED AT ONCE !

[@Learnjazzstandards]

Thanks for the sub!

[@windstorm1000]

This song is catnip for jazz players.they can't resist it.

[@MM-bg7in]

Thanks for the analysis. Now I can practice back door chords. I’m wondering why the progressions work.

[@stangetz534]

Thanks these are great. Hope you and others do more! One piece of advice is that you should have a screen shot that shows the whole tune on one page so that people get a global view of your interpretation.

[@Learnjazzstandards]

Glad you find it helpful! If you do want a full page view of the analysis I do sell a book with it in it ;)

[@krackermike258]

DAMM STAN GETZ IS THAT YOU???

[@jamtracksbyguitarlord]

Thanks man.

[@Learnjazzstandards]

My pleasure Kevin!

[@NizJazzBTC]

This is great. What app program are you using for this? Thanks

[@SethSchoenfeld]

I play a lot of ones and fives, try sometimes to land on the 3rd on the first beat, movements in 4ths. Am really trying to pay more attention to movements between key centers more. Then again, I’m a bass player.

[@fabricirillo]

stellar analysis!! I have an observation...u look at the first two measures as a II V unrisolved but i hear the melody resolving on the third bar (cmin 7 with the F in the melody) after the tension in the first 2 bars. If we assume this (the Il V is resolved) and that Cmin7 (with the F in the melody) has a lot in common with the Dmin7 (if we play the Dmin7 and the Cmin with the F on top they sound so similar). So my observation is: can the Emin7/5b and A7 the "tonicization" of the estended chord of Cmin7 (II degree of Bb major)?

[@jselengut]

Thanks for this video. It was really helpful. I had an insight while playing on the tune after watching and studying what you presented. Here goes: What if this song was really in Bb-lydian?! (Everytime I get to the end of the tune after that super dark minor ii-V I always want to hear that #4 on the major chord when improvising or comping. - I've also hears some master players highlight that color tone there.) Ok. So if the key of the song is Bb-Lydian that frequent return to D- makes a lot more sense and isn't really a new key center at all. That E-natural is part of the same tonality. This also helps to explain how that V chord is a Major & chord! Anyway, when I think about it like this, I can think of staying in the feeling of Bb-Lydian for the first two bars... getting into a darker version of Bb (The normal major) on bars 3 and 4, and even darker heading into Bb7 toward Eb. What do y'all think?

[@simonthebear]

Interesting that you talk about a 'cycle of fourths'. I guess that's the more common term in jazz? Coming from the classical tradition, I think of it as a circle of fifths - i.e. falling by fifths, rather than rising by fourths. Two ways of looking at the same phenomenon, I guess. But perhaps 'falling' makes sense for the idea of resolution.

[@Learnjazzstandards]

Hey Ron, indeed two ways to think about it. Cycling in 4ths is just the way I was taught and it makes sense in the context of many chord progression cycles in jazz like the ii-V-I

[@nickpenacl_]

6th compass chord in fact what you played was Bb7(6) .... thanks for the video by the way !

[@thesnortgringe5276]

I love these breakdown sessions..you can hardly find this kind of content in other You Tube channels..one in a million to be precise.I was wondering if you can also break down the chords to the "The Christmas Song"(chestnuts roasting on the fire) and "Somewhere over the rainbow"( full version by Ella Fitzgerald)

[@johnharringtonguitar6559]

The E natural in bar 10 indicates a modulation to F Major. So F Major is the I chord for the next 4 bars until the Eb in bar 17 which brings us back to Bb major. The G7 in bar 17 may have originally been a G-7 and the G7 could’ve been the chord for Barre 18. If you try playing it like that it feels and sounds right. So the G7 is a dominant 7th substituting for a minor 7th which is commonly done in jazz.

[@bassmonk2920]

Love the color, wish iReal Pro could color code the chart....

[@brucejeric6701]

I think of the ending that is cycle of 4th 2-5’s as resolving to their 1 minor BUT the 1 minor is the ii of the next 5. And like you say the finally 2-5 resolves to major not minor which is unusual. But are ears are ready because the song is in Bb major.

[@isaiah30v8]

I have just been playing and improvising over very simple 145 blues progressions. Looks like there are a ton of chords I need to learn! Scary stuff!

[@Learnjazzstandards]

Hey Isaiah, that's great! Getting the blues down is really important. Nothing to be scared about, this is a particularly complex song, so maybe try one like Autumn Leaves which has lots of 2-5-1's to get familiar with.

[@isaiah30v8]

Hey, I have a confession to make. I recently bought a book/video called Blues and Beyond by Robbin Ford. I bought it because I really love that tune "Revelation" by the Yellow Jackets. Beyond is an understatement. I'm no where close to even understanding the chord progression yet alone playing it. It's way over my head and capability. Feeling really intimidated. I'm thinking that would be a good one for a chord analysis. Perhaps some others in your audience might be interested too?

[@jacktyrrellpiano]

The changes in bar 14 always seemed awkward to me until I came across a different set of changes for it. First, if you split bar 14 into Gm7 - C7, then later into |Gm7 C7 Bbdim |, bars 13 & 14 clearly become changes in F major. The complete solution for bars 13 thru 16 could look something like this: | F Dmi7 | Gmi7 C7 Bbdim | Ami7(b5) | D7(b9) | G7 etc. These changes would reinforce the backdoor-dominant concept in F major without making the F major look like a V major; it would obviously function as a I chord in a new temporary key. I wish I could say these changes are mine, but they're not. I picked them up from somewhere and thought I'd pass them along.

[@Learnjazzstandards]

Interesting Jack! Thanks for sharing.

[@henrikduende]

I usualy play Bbm7b5-Eb7b9 like a basic Gm7b5-C7b9 . Its the same notes leading to F. Very simple if you let it be😄

[@jazznazijr]

A friend of mine suggested a final bar turnaround as Am7b5 D7b9 back to the top. I like it. Any idea why that works?

[@Gerard_2024]

@David Clarke Because the chords you mention constitute a II V progression that resolves to Gm6. Em7 b5 (the first chord of the tune in question) is Gm6 in disguise (or an inversion of it). If you harmonise the G melodic minor scale, you will find that Em7 b5 occurs on the 6th degree of the scale. Sounds like something Barry Harris would come up with, or else your friend is capable of making some very lateral harmonic connections...I hadn´t thought of that trick before until your question got me thinking. Please thank your friend for me.

[@joetessy]

In the purple section, isn't the Fmaj7 just the major I of the green section? Its as if were in minor, then resolving to the root of the major. No need to think about it in reference to Bb major.

[@davideichler5105]

Except for a brief detour into F major. the entire tune has a tonal center of B-Flat, mostly major, but with brief use of the parallel minor key in the form of IV minor. Jazzers liberally convert a lot of the harmonic features of standard tunes by adding II-Vs where they did not previously occur. This does not necessarily mean the establishment of different key centers, though you can certainly suggest them in passing if you do it properly. Note that the original first chord, for the first two bars. was a I-diminished with a major 7. As for, F major, that could be considered a real modulation, but I tend to think B flat major with a raised 4th degree there, which keeps the thinking in a B flat tonal center throughout. "Backdoor dominant" is just another way of expressing IV from the parallel minor key, in other words, a minor plagal cadence, except the root motion has been altered.

[@adondebass]

What you called "Hybrid" in music theory is called "Modal Interchange" ;)

[@TheWeyeswon]

Hi Brent....I'm a year into private jazz instruction...I'm complimenting my lessons with your podcasts/books/videos...it would help me if I could see the neck of your guitar on all the videos so I could see your voicings of the chords. Thanks! Bob in California

[@Learnjazzstandards]

Hi Bob, thanks for checking out the videos and listening to the podcast! I know I failed to do so in this one, but I've been trying to be better at showing my fretboard for the guitar players in the audience. Duly noted!

[@Euklair]

Amin7(b5) | D7(b9)|G7(b13) Couldn't this be seen as a minor vi-II-V-i in C, but instead of going to Cmin(Maj7), C melodic minor, it goes to Cmin7 ?

[@Learnjazzstandards]

Hey there! You could indeed look at it that way. Although the ii chord is typically a half-diminished. But I see what you are getting at. I certainly think the G7(b9) to Cmin7 could be analyzed as being Cmin7, and perhaps the Amin7(b5) to D7(b9) an unresolved ii-V to G minor. A lot of different ways to look at this one! Thanks for the input.

[@MrMegusta99]

backdoor dominant?? U mean sub v?

[@thejazzguru]

Am I too late to join the party? In the pro big band I played guitar with we had a Nelson Riddle arrangement in the key of F that showed the first 2 measures as E/F, keeping the tonic as a pedal tone. I've heard Barry Harris mention the pedal tone concept for the first 4 bars as well. So, of course, in the key of Bb it would be A/Bb. It's an interesting sound worth exploring. My personal go to in Measures 1-2 is Eb9 +11 or Eb9b5 if you prefer. This is the same, of course, as A13b5 or +11.

[@alfredoeduardodonato8560]

Excellent video and very didactic. It would be too much to ask that some teaching videos be incorporated in the Spanish Language?

[@Learnjazzstandards]

Hi Alfredo, glad you enjoyed! I personally don't have those capabilities, otherwise, I'd love to have my videos in every language.

[@alfredoeduardodonato8560]

Thanks for your immediate response. I am studying the class with the images only or with what is written. It is very laborious. Anyway, I'll try to continue. I tell him that my instrument is the Violin and that makes it something more difficult. Thanks again.

[@FrantzesElzaurdia]

@@alfredoeduardodonato8560 cc

[@bsykesbeats4013]

9:56 Any reason you decided to call it a G7(b13) instead of G7(#5)?

[@FearGivesWings]

I think it's a grammatical detail. A #5 has to move up to resolve, and a 13b has to move down, melodically in general. After G713b we got Cm7, the 13b dont move, but the chord resolves. If we had G75#, the 5# (D#) had to move up to E (the major third of C). So basically: V713b resolves in minor chords. And V75# resolves in major chords. Sorry for the bad english, tried my best lol

[@bsykesbeats4013]

@@FearGivesWings ahh ok interesting, i appreciate the response, that makes more sense now...your English is fine!

[@edthesaxplayer8450]

Forgive my ignorance but flat nines flat 13s and sharp 11s confuse me it I'm trying to learn . question is as s sax improviser playing chord tones 1 3 5 and 7...do I leave

[@JonFrumTheFirst]

Long-winded, but here's my take: Whatever the original chords were, he analyzed THESE chords, so let's stick with them. This analysis works perfectly well, but I'd read them a little different. First, I'd drop the idea of different tonal centers and just think of pretty well every chord relating to Bb major. Then, I'd suggest looking at the melody (always a good idea). The melody is almost entirely diatonic, so that's support for reading the tune as simply in Bb, with non-diatonic chord changes for color. What makes it a great melody is that it's not a typical revolve-around-the-tonic tune, yet it stays in the key (mostly). The first two chords seem to come out of nowhere in this key. But look at the start of the final eight bars - same chords (Em7b5-A7b9) support the same melodic phrase. So lets start analyzing the tune from that last eight bars, and work back. The first thing you notice is that the roots of the chords are just the cycle leading to the tonic. So the chords are non-diatonic, but the root motion is the most common in standard harmony. The tune has a minor sound through much of it, so it makes sense that in this case you have three minor ii-V progressions. And the 'minor ii-V to tonic major' was a not uncommon device back in the day. It provides a little surprise, and finally settles you into the home tonality. Now, let's go back to the first eight measures. We know where the Em7b5-A7b9 came from. Again, let's work backwards from the last chord in the section. The last chord is the backdoor V7 (Ab7). Working back from that we have the standard cycle root motion (C-F-Bb-Eb-Ab). That makes sense, but it’s broken up by the Cm7-F7-Fm7-Bb7 series. This is a very common device, turning the first dominant chord into a minor 7 of a new ii-V. You can think of it as an F7-Bb7 progression that’s been turned into a pair of ii-V progressions. So F7 becomes Cm7-F7 and Bb7 becomes Fm7-Bb7. The function remains the same - you just add the root motion and soften the secondary dominant series sound. That leaves the EbM7. It’s part of the root motion cycle, and it’s also diatonic to Bb major (and harmonizes the Bb in the melody). The second eight measures start with the tonic chord (BbM7) finally. The changes I know go Em7b5-A7b9-Dm7-Gm7-C7-FM7. Again, that would be the cycle of fourths root motion. In this version in the video, it just substitutes the backdoor ii-V to the F major7 for the Gm7-C7 in my version. This looks funky for the key of Bb, but if we look at the melody, the only non-diatonic note is an E natural over the A7b9 chord. So it’s mostly non-diatonic chords harmonizing a diatonic melody, giving it a little spice. The FM7 is non-diatonic, and might stick out, but it does harmonize the diatonic melody without dissonance. The next four chords are similar to the double ii-V we saw above - Em7b5-A7b9-Am7b5-D7b9. Again, we could think of that as A7-D7 turned into two ii-Vs by adding the related ii chords. The third eight bars can be thought as having originally been (in root motion) two bars of G, two of C, two of F and two of Bb. Now, sub in the backdoor V7 for the F chord, and you get what’s on the page - G7-Cm7-Ab7-BbM7. Again, the changes aren’t all diatonic, but they harmonize a diatonic melody and lead to the tonic chord nicely. The last eight I analyzed at the top. That’s just my way of thinking of the changes. The tune never really modulates or defines different tonal centers - it just uses non-diatonic chords to spice up a mostly diatonic melody.

[@Learnjazzstandards]

Thanks for the thorough analysis and taking the time to share your perspective! Some great views here and helpful ways to think about things.

[@JonFrumTheFirst]

@@Learnjazzstandards I haven't played for years, but I still like to learn from others and think about these things. Your way obviously works perfectly well.

[@VictoriaYanezM]

I think it could be seen this way too, but maybe Brent prefers to analyze it that way because is easier to choose scales for improvising in every change? I would use Brent's approach to try to figure out with scales I could use (which would have to be changing more or less every two bars xD)

[@brturner]

Wait, I’m confused. One, if the cycle in the end is supposed to get you back to the beginning, then the chords would have to be Ebmin7b5 and Ab7, not Emin7b5 and A7. Also what do you mean by “the last chord in the section” and “the last chord is the backdoor V7 (Ab7)”? Which section are you talking about?

[@NelsonRiverosMusic]

The first two measures you mean D Harmonic Minor

[@jeffreydelisle7337]

Satin doll

[@stangetz534]

shouldn't you play harmonic minor on C-7b5 and F7b9 then major over BbMaj7 in the last two bars? You indicate to play Major over all four bars at the end. I"m nt sure why....Man this tune is really hard. If you don't keep you place on every chord you are screwed.

[@derekjanoff]

Jeff Schneider 0:44

[@Learnjazzstandards]

Spotted!

[@adellaera]

The analysis of the first two bars is not correct. If you look at the original progression you will see a Db°7 in the first two bars. So the progression used to start with bIII°7 - IIm7. This form of diminished chromatic resolution was quite common at the times Victor Young composed the tune. But later Db°7 was reharmonized as A7b9. And Em7b5 was added just to have a II-V. So the resolution to Cm7 actually happens

[@Learnjazzstandards]

Hi Angelo! Here's a bit of what I already shared with someone else: quite a few of the "jam session" changes for Stella substitute other chords outside of the original changes. It was written for the film "The Undecided" but over time with the influence of musicians like Miles Davis and the advent of the Real Book, the common chord changes for this tune have evolved into more traditional jazz harmony. So you are indeed correct, that there has been a reharmonization. I believe the original changes that would replace the first two chords would be something like a Bbdim(maj7), but Dbdim7 makes sense as well of course. And I think throughout the rest of the song there are other changes that have been substituted as well. But in general, if you attend a jazz jam or play a gig, musicians will be playing Em7(b5) to A7(b9). So I wouldn't say my analysis is incorrect. It's just my analysis of the commonly played changes.

[@adellaera]

Totally agree. I am not a native speaker so I probably used the wrong words. What I wanted to say is that there used to be a resolution in the original composition but the reharmonization that everyone plays nowadays kind of hides that. Thanks for your great work and sorry for the misunderstanding

[@Learnjazzstandards]

No misunderstanding at all! You're totally right and I appreciate you mentioning this. It's something I probably should have mentioned in the video, as I have done this in my book. Appreciate you taking the time to leave great feedback!

[@johnchapman5037]

You can generally substitute a m7b5 to alt 7 ("ii-v") for the diminished 7th chord a minor below and vice versa.

[@perryb9259]

the 5 chord in D minor is A minor.....

[@AndreaRinciari]

Hey man, I think you’re wrong on the first two chords. (Em7b5 and A7b9)

[@AndreaRinciari]

It’s not a 2-5 to D-7!

[@Learnjazzstandards]

Hey Andrea! You didn't mention your alternative, but this may address your concern. Quite a few of the "jam session" changes for Stella substitute other chords outside of the original changes. It was written for the film "The Uninvited" but over time with the influence of musicians like Miles Davis and the advent of the Real Book, the common chord changes for this tune have evolved into more traditional jazz harmony. I believe the original changes that would replace the first two chords would be something like a Bbdim(maj7). And I think throughout the rest of the song there are other changes that have been substituted as well. But in general, if you attend a jazz jam or play a gig, musicians will be playing Em7(b5) to A7(b9).

[@AndreaRinciari]

Learn Jazz Standards Hey man, exactly, it should be seen as a Bb dim which is the same as Db dim, which is a passing chord to C-7. I think that’s the right way to look at it, at least that’s what my ears tell me. Barry Harris and Peter Bernstein explained it very well.

[@Learnjazzstandards]

I get where you are coming from! I used to study with Peter, so I'm familiar with his explanation. I do think this is an important thing to be aware of, which I do represent in my book, but perhaps I should have also made this point in the video. Thanks for pointing this out though! Helpful for others who are checking this out.

[@AndreaRinciari]

Learn Jazz Standards My pleasure man. Peter is such a great guy, saw him this Tuesday here in London! I wish once to have a lesson with him!

[@jameswarren7133]

No comment

[@moo639]

Music analysis has referred to the "circle of fifths" for hundreds of years. These are fifths coming down. To turn it around and go up and now call that same circle a "circle of fourths" is really kind of historically ignorant. It's also a bit lame not to recognize that the last eight measures are a perfect lesson in how get all the way around the circle of fifths by changing the quality of some of the chords: #IV - VII - III - VI - II - V - I. Otherwise, good job.

[@sprenzy7936]

dude, if you showed the fretboard, we could play along too

[@gabrielasweet7347]

So... if you do a chord analysis based on the lyrics (why don't you mention the lyrics?), here's a take. The person is talking and talking (= ii-V, hmm hmm hmm ii-V) and then builds to the point "symphonic theme" (=the highest note in the melody... western imperialism, anyone?) "Stella by starlight, and not a dream" (over I maj7... they mean it, they really do!)... and the rest of the song is commentary (skittishly back, harmonically, melodically, and semantically, down the slope, returning to the top). The melody floats a fifth above the center, so often, making the lyrics a bit unconvincing, as in "I'm going to riff this poetic stuff about love and ramble around in a ii-V harmonic way for a bit." // I had been wondering why every chord has a 7; wondered if there are any other tunes like this.