Autumn Leaves – 5 Levels Of Beautiful Jazz Chords

Have you played through the chords of a song and thought, “Why doesn’t this sound right?” The problem isn’t the chord shapes—it’s HOW you play them. I have helped 1000s of students level up their chord skills with a few simple exercises. So in this video, I’ll use Autumn Leaves to show you 5 progressive exercises so you can nail the groove and make the chords come alive.

#1 Joe Pass’ Simple Chords

Let’s start at the foundation: simple jazz chords you can actually use—before we add color, extensions and walking bass to Autumn Leaves. As Joe Pass says:

“When you learn a song, you must learn a song really simple”

So we’re starting with the simplest, most essential voicings: 3-note shell voicings. Because they cover the basic sound of the chord, and they’re very easy to play.

A shell voicing consists of the root, the 3rd, and the 7th.

And the two sets to start with that we need will be these.

Here you have two sets of voicings for a very common progression in jazz called a 2-5-1. And you can use that to play 1000s of songs.

So now you have a 2-5-1 in the key of Bb. And a 2-5-1 in the key of F.

We’ll use these shapes to play through the first 8 bars of Autumn Leaves, in the simplest way. There are two chords in there that I’ll explain after the example:

Let me quickly show you what is going on here:

You probably recognize the first three chords as that II V I in Bb major,

which is followed by Ebmaj7, using the same chord as I used for Fmaj7 chord a second ago. The next chord, Aø or Am7(b5), is easy to play, because since there is no 5th in a shell-voicing,

You can play it exactly like a m7 chord. D7 is similar to F7, and finally, the Gm6 is like a Gm7, but you switch the 7th, F for the 6th, E. Simple!

See if you can find these shapes in other songs you know. Once you get these under your fingers, you’ll realize you can play most jazz tunes. But jazz isn’t just about the chords—you need rhythm, too. That’s where the real magic happens. Let’s start with one of the most iconic rhythms!

#2 Adding An Essential Rhythm

One of the most important rhythms to have in your vocabulary is also easy to play: The Charleston rhythm. It only has two notes: On beat 1 and then on 2&,

and to get used to it, you can just take a single chord and play it there until that feels easy.

And if you do that you will quickly be able to take it through the song like this:

Before we start to add more notes to the chords, you have another option to get more out of these basic Shell-vocings: They have a built-in split between the root note and the chord, which later will help you add complete walking basslines. Check it out:

#3 Two Layers And A Lot More Groove

Here’s a cool trick: you can split the shell voicing into two parts—the bass note and the chord.

That means you can play them separately, almost as if you have two instruments in your hands. Here’s how that works on the first chord, Cm7:

You have the bass note and the chord; it’s like being your own rhythm section. And now you can use this to create more interesting comping:

Why do this? Because it gives your playing more groove and keeps things moving—especially in a medium tempo, like Autumn Leaves. Check out how great this sounds:

Another way to use the split is to borrow a groove from another style: Bossa Nova, and Autumn Leaves sounds great played like that as well. Take a listen.

#4 Bossa Nova

Another great groove to add to your toolkit is the bossa nova. First check this classic 1-bar pattern on on a single chord. Just to get used to it:

To make things more interesting and a bit more challenging I also add a note to each voicing for a little more color. So for the the Cm7, I add a 5th, the F7 Gets a 9th:

a 5th on Bbmaj7, a 9th on Ebmaj7.

The Aø gets the b5, Eb, and that becomes the b9 on D7 which sounds great here,

before finally resolving to a Gm6 with an added 5th.

These voicings are still very easy to play. When you put it all together, turning “Autumn Leaves” into a bossa nova sounds like this:

Just like the other exercises in this video, this is a basic example. There’s a lot more you can do with both chord extensions and samba rhythms. Let’s go back to swing, and I’ll show you a great way to play a groove using shell-voicings. Another Joe Pass favorite!

#5 Chords & Walking Bass

Now for the ultimate jazz duo trick—laying down the groove with a walking bass while playing chords on top. This is the sound Joe Pass is famous for, and it’s magic when you’re backing up a singer or a horn player.

Shell voicings are great for this because you are only playing 3 notes, and that makes it easier to add the moving bass line under the chords. That could sound something like this:

Shell voicings aren’t just for comping—they are a shortcut for learning to play chord solos and chord melodies as well. Joe Pass used this technique all the time, and it’s a huge part of his signature sound. If you want to dig deeper into Joe Pass’s comping and chord solo techniques, check out this video where I break down exactly how he does it using one of his chord solos as an example. Check it out!

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