"All the Things You Are" is a song composed by Jerome Kern, with lyrics written by Oscar Hammerstein II. It was written for the musical Very Warm for May (1939), where it was introduced by Hiram Sherman, Frances Mercer, Hollace Shaw, and Ralph Stuart. It was later featured in the film "Broadway Rhythm" (1944).

Its verse is rarely sung now, but the main chorus has become a favourite with singers and jazz musicians. It is a 36-measure AA2BA3 song that features two twists on the usual 32-bar AABA song-form: A2 transposes the initial A section down a fourth, while the final A3 section adds an extra four bars. The modulations in this song are very unusual for a pop song of the period, and present challenges to a singer or improviser, including an upwards-semitone modulation that ends each A section, and a striking use of enharmonic substitution at the turnaround of the B section, where the G# melody note over a E major chord turns into an A-flat over an F minor 7th. The result is a tune that in the space of every chorus manages to include at least one chord built on every note of the Western 12-tone scale - a fact that was celebrated in jazz pianist Alex von Schlippenbach's serialist reimagining of it on his album Twelve Tone Tales.

Because of its combination of a strong melody and challenging but logical chord structure, "All the Things You Are" has become a popular jazz standard, and its changes have been used for such tunes as "Bird of Paradise" by Charlie Parker, and "Prince Albert" by Kenny Dorham. The beboppers introduced two favourite devices into performances of this tune, which are still sometimes encountered in performance: one is a brief introduction and conclusion that parodies Rachmaninoff's prelude op. 3 no.2; the other is an interpolation of the donkey's song from Ferde Grofe's Grand Canyon Suite.

The verses start off with these lines...
You are the promised kiss of Springtime
That makes the lonely Winter seem long
You are the breathless hush of evening
That trembles on the brink of a lovely song