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There'll Be Some Changes Made

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There'll Be Some Changes Made

1921 Harry H. Pace 1924 Edward B. Marks Music Corporation

Composer: Benton Overstreet Lyricist: Billy Higgins

"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, for ninety-five years. 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" has been recorded 391 times (as of December 2016). The song and its record debut was revolutionary, in that (i) the songwriters (Overstreet and Higgins, both aged of 33), the original copyright publisher, Harry Herbert Pace, (iii) the vocalist to first record it (Ethel Waters, aged 24), (iv) the owners of Black Swan (the record label), (v) the opera singer (Elizabeth Greenfield, deceased 45 years) for whom the label was named, and (vi) the musicians on the recording led by Fletcher Henderson (aged 23), were all African American. The production is identified by historians as a notable part of the Harlem Renaissance.



The debut recording with Ethel Waters was recorded on Black Swan Records (2021) 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 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.


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).


1941 was not a good year for newly published popular music. 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), and Peggy Lee (Capital 15001; 1947).


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 4 months and 6 days 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 Jaki Byard (Muse 5007; 1972), and Tony Bennett (Improv 7112; 1973–1977).

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


  • Barbara Feldon sings the song in the 1966 episode of Get Smart entitled "Casablanca". (video clip on YouTube)
  • In 2012, Kathy Brier sang a version of "Changes" in the Season 3, Episode 1 – "Resolution," of the series, Boardwalk Empire. (video clip on YouTube)
  • 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
  • The song was uncredited in the soundtrack of the 1957 film, Designing Woman. Co-star Dolores Gray sang two choruses. (video on YouTube)
  • Ann-Margret sings a cover version in the 1966 film, Made in Paris. (audio on YouTube)
  • 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.
  • The song was uncredited in the soundtrack of the 1974 film, California Split.
  • Ann Reinking sings the song to Roy Scheider in one of the hospital fantasy sequences in the 1979 film, All That Jazz, directed by Bob Fosse.
  • The 2002 film, Road To Perdition, used the 1928 recording by the Chicago Rhythm Kings (Brunswick 4001)
  • 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).
  • Stage

  • The song was featured in the 1976 New York City production, Bubbling Brown Sugar.
  • Selected discography


    Notes on the Tatum recording
    † "There'll Be Some Changes Made," was recorded in 1941 on acetate discs by an amateur, a Columbia Student, Jerry Newman (né Jerome Robert Newman; 1918–1970), and released in the 1973. Newman's collection was the initial sole material used to launch the jazz label, Onyx Recording, Inc. (aka Onyx Records), a New York entity co-founded in 1972 by Don Schlitten and Joe Fields. Newman, while a student at Columbia in 1941, lugged his acetate disc recording machine – a portable Wilcox-Gay Recordio "disc cutter" – to jazz clubs in Harlem, including Minton's Playhouse on 118th Street and Clark Monroe's Uptown House on 134th Street, both of which were incubators of jazz of the day, and in 1941, the beginning of bebop. Newman's collection served as the core library for Onyx Recording, Inc. Art Tatum at Minton's in 1941, issued by Onyx after being declined by Columbia, on the LP God Is in the House. At the 16th Annual Grammy Awards held in March 1974, the album won two Grammys, one for Best Improvised Jazz Solo and one for Best Liner Notes, written by Morgenstern. Newman's recordings have been issued as unauthorized records, variously over the years; that is, none were done so with the permission or participation of the artists or their estates. The commercial value of the recordings were deemed nil; and those who acquired and distributed the recordings viewed the mission as one of curating jazz history. The Art Tatum session at Gee-Haw Stables was the subject of a poem, "Art Tatum at the Gee-Haw Stables," by Grace Schulman.

    Selected rollography (player pianos)

    1. MelOdee 1257
      Melodee Music Co., Inc.
    2. QRS 7389
      February 1941
      Fats Waller, piano roll artist
    3. QRS Word Roll 8316
      J. Lawrence Cook, piano roll artist
      (audio on YouTube)
    4. Aeolian 1741
      J. Lawrence Cook, piano roll artist


    Original copyright
    "There'll Be Some Change Made" (sic ... "Change" vs. "Changes") Billy Wiggins (pseudonym of William Higgins) (words) Benton Overstreet (music) Fletcher Hamilton Henderson, Jr. (arrangement) © 16 September 1921 (1 c.) E519207 New York: Harry Herbert Pace


    Subsequent copyrights
    © 17 September 1923 E569379 © 1924 New York: Edward B. Marks Music Corp. Billy Wiggins (pseudonym of Billy Higgins) (lyrics) William Belton Overstreet (music) (1888–1939) OCLC 499111772
    5 additional choruses by Wilson & Ringle
    © 20 November 1924 E601555; © Renewal 10 December 1951 R87327 (Wilson & Ringle arrangement) © 20 November 1924 E601555; © Renewal 20 November 1951 R86297 (Wilson & Ringle arrangement) OCLC 20410673, 945930898
    Arrangements and renewals
    © 31 January 1940 EP83470; © Renewal 31 January 1967 R403184 (scored by Jerry Gray; Artie Shaw, arr.) OCLC 40478415 © 20 February 1940 EP83170; © Renewal 1 March 1967 R405147 (Roy Eldridge, arr.) © 22 May 1941 EP94890 (Harry Henneman; born 1913; arr.) © 14 September 1945 EP134967; © Renewal 26 September 1972 R536531 (Van Alexander, arr.) © 14 April 1948 EP25222 (Claude G. Garreau, vocal arr., TTBB, published in Time to Harmonize, Vol. 2, pps. 14–15); OCLC 1350092 © 16 September 1921 E519207; © Renewal 20 September 1948 R38135 (Henderson, arr.) © 16 September 1921 E519207; © Renewal 17 September 1948 R38310 (Henderson, arr.) © 16 December 1924 E603539; © Renewal 10 December 1951 R87328 (Wheeler, arr.) © 17 September 1923 E569379; © 7 January 1954 EP77406 (arrangement by Bud Arburg, EdD, Harold Walton Arberg, Sr. 1918–2009; for four male voices – TTBB) © 13 August 1929 EP8383 (arr. for orchestra by Ted Lewis); © Renewal 24 August 1956 R175950 © 1958? (arrangement by Clay Warnick; 1915–1995; for SATB & piano), Plate N° 13861; OCLC 20610949 © 28 April 1965 EP201952 (Charles E. Brooks, arr. for barbershop quartet) © 2012 (transcribed & adapted by Myles Collins; vocal arrangement for big band); Salamander Bay: England Lush Life Music, Plate N° LLM2172; OCLC 867767047
    International versions / editions
    © 1959; (Swedish text by Tommy, pseudonym of Lennart Reuterskiöld (sv), 1898–1986; for voice & piano with chords); Stockholm: Reuter & Reuter; OCLC 185373906


    Catalog of Copyright Entries, Part 3 Musical Compositions, New Series, Library of Congress, Copyright Office


    Catalog of Copyright Entries, Third Series, Renewal Registrations-Music, Library of Congress, Copyright Office

    Sheet music covers

    Edward B. Marks Corporation was the publisher of "There'll Be Some Changes Made." The sheet music cover design, artwork by Irving Politzer (1898–1972), featured portraits of performers who had recorded the song. Those appearing on covers include Marion Harris, Ruth Etting, and Benny Goodman.


    There'll Be Some Changes Made Wikipedia

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