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I Should Care

By: Sammy Cahn / Axel Stordahl
Med. Swing
D-7
G7
E-7
A7
D-7
G7
C△7
E-7b5
A7
D-7
F-7
A#7
C△7
B-7b5
E7
G-7
C7
F△7
B-7b5
E7
A-7
A-7
D7
D-7
G7
F-7b5
B7
E-7
A7
D-7
G7
C△7
E-7b5
A7
D-7
F-7
A#7
C△7
B-7b5
E7
A-7
D7
D-7
G7
C△6
F7
E-7
A7

* We omit melodies from our charts for copyright reasons.

How to Play "I Should Care": History, Harmony, and the Recording to Know

If you've been working through standards and keep running into "I Should Care" on fake book lists, there's a good reason for it. It's a ballad that rewards patience at the piano: the melody is simple enough to sing on first read, but the chords underneath keep moving in ways that make it genuinely fun to reharmonize once you know the tune.

Where it came from

"I Should Care" was written in 1944 by lyricist Sammy Cahn with composers Axel Stordahl and Paul Weston, and it first appeared in the 1945 MGM film Thrill of a Romance. Cahn later said the title came to him almost as soon as they'd worked out the first four bars. Tommy Dorsey's orchestra introduced it on screen, and hit recordings that same year by Dorsey, Martha Tilton, and Frank Sinatra got it into the Great American Songbook fast. Jazz players started picking it up not long after.

The recording to know

For pianists, two versions get cited more than any others. Bud Powell recorded it in 1947 (later released on The Genius of Bud Powell and elsewhere), turning the ballad into a bebop trio vehicle. Then in 1957, Thelonious Monk cut a solo piano version for Thelonious Himself that strips the tune down to almost nothing but its bones, unaccompanied and unhurried. If you only study one, make it Monk's: it shows you how much space a great player can leave in a ballad without losing the thread.

What makes the changes interesting

"I Should Care" runs 32 bars in an ABAC form, each section 8 bars, so you don't get the usual AABA symmetry to lean on. That alone makes it a good ear-training tune. Structurally the harmony stays mostly diatonic, but it briefly slides into the relative minor and tonicizes the IV chord along the way, giving you clean, low-stakes examples of temporary key centers before you tackle tunes that modulate harder.

There's also a backdoor ii-V tucked into the changes, moving through the minor ii chord a whole step below the tonic on its way back home instead of the usual V7. If you've read about backdoor resolutions but never felt one under your hands, this tune is a friendly place to try it. Most of the chart moves in tidy ii-V chains too, so it's good practice for smooth voice leading between chords instead of jumping around the keyboard.

Go learn it

Grab the chord chart that goes with this article and put the changes under your hands slowly before you worry about tempo. It's a ballad, so there's no reward for rushing. Once you're comfortable with the form, try comping through it while singing the melody, then flip it and solo over the changes without the tune in your head. You'll hear the harmony differently each way, which is really the point of learning a tune like this instead of just memorizing it.

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