“Les Feuilles Mortes” (The Dead Leaves), better known in English as “Autumn Leaves,” has to be one of the prettiest tunes to play on guitar. This jazz standard is beloved by musicians worldwide, and for good reason—it’s sophisticated enough to sound impressive, yet accessible enough for intermediate players to tackle with a bit of practice.
In this lesson, I’ll break down my complete arrangement of “Autumn Leaves,” building it up gradually from simple chord voicings to a fully developed solo guitar piece.
The beauty of this approach is that you can make it as easy or as complex as you want, stopping at whatever level feels comfortable while still creating something musical.
Why “Autumn Leaves” Is Perfect for Guitar
This tune works wonderfully on guitar for several reasons:
Harmonic richness: The chord progression contains two classic ii-V-I progressions (one major, one minor), making it an excellent study in jazz harmony.
Melodic beauty: The melody is singable, memorable, and lies naturally under the fingers on guitar.
Arranging flexibility: You can play it simply with basic chords, or elaborate it into a complex solo guitar piece.
Practical application: Understanding this one song teaches you harmonic concepts you’ll use in hundreds of other standards.
Understanding the Key and Harmony
The entire piece is in G minor. The melody begins on the G note, and keeping this melody and the original lyrics in mind is a wonderful way to learn the song as it helps with phrasing and musicality.
There are two important harmonic movements happening that give the tune its forward motion – a major ii-V-I and a minor ii-V-I.
The first of these is a major ii-V-I in B♭ major, where the chords move as follows:
- ii: C minor 7
- V: F7
- I: B♭ major 7
The progression then uses a minor ii-V-I in G minor, where the chords move as follows:
- ii: A minor 7♭5
- V: D7
- i: G minor
B♭ major is the relative major of G minor, which is why we can start with B♭ harmony even though we’re thinking in G minor – the melody begins from G minor, but the first chord we actually play is C minor 7.
Section 1: The Opening (Minimalist Approach)
Let’s start very minimalistic, just as I do in my arrangement. This creates space and allows the melody to breathe.
Chord 1: C Minor 7 (The ii Chord)
The melody begins with three descending notes over this chord. I voice the C minor 7 like this:
This voicing keeps things subtle and allows the melody to speak clearly.
Chord 2: F7 (The V Chord)
After C minor 7, we move to what would normally be the F7. Here though I make an unconventional choice – instead of playing a full F7 chord, I just opt to play an F major triad:
Jazz purists might object, but when building arrangements gradually, this simpler approach creates less tension initially. There’s nothing wrong with a well-placed triad!
Chord 3: B♭ Major 7 (The I Chord)
After the F triad, the progression moves to B♭major 7, completing out first ii-V-I:
I specifically avoid hitting the high E string in the chord here – giving the chord a more bass-heavy feel and allowing for dynamic build later in the piece.
Chord 4: E♭ Major 7 (The IV Chord)
Next we move to E♭ major 7—the IV chord in B♭. I use this voicing:
I love how this sounds, with the major third on the high E string adding a beautiful and lush quality to the chord.
Section 2: The Minor ii-V-i
This E♭major 7 chord leads us to the second ii-V-i progression in the piece, this time starting on an A minor 7♭5.
Chord 5: A Minor 7♭5 (The ii Chord in Minor)
This chord typically appears in this form:
However because the melody sits quite low in this section, I’m selective about which notes I play, and I usually play just these three notes:
This voicing doesn’t actually include the flat five itself, but we’re envisioning it being there – hearing it in our minds.
I also add that specific note (the ♭5) on the fourth beat, outlining the ♭5 sound and creating a beautiful semitone resolution that moves us into the next chord.
Chord 6: D7 (The V Chord)
The final chord in this second ii-V-i is the D7:
The melody at this point uses both E natural and F♯ from the melodic minor scale (G-A-B♭-C-D-E-F♯), both of which fit beautifully over this dominant chord.
The phrase then ends on the minor third of the G chord, bringing us home.
This completes the first section of the tune. The second verse uses exactly the same chords and melody, but we can’t just repeat it identically—we need to build intensity and keep the listener engaged.
Section 3: Building Intensity (Second Time Through)
The second time we play through the progression, we have to keep things interesting by using dynamics to play louder and increase intensity. We can also make small changes to the chords – or how we play them – to change the energy this second time through.
I do this in the following ways:
Expanding the Chord Voicings
First up – instead of the simple F triad, I now play a full F7 barre chord:
This isn’t a typical jazz voicing but it has a more direct and dramatic sound that I think works really well.
B♭ Major 7 (Full Strum)
Now we strum the entire B♭ major 7 chord, including that high E string we avoided the first time:
E♭ Major 7 (Enhanced)
The E♭ major 7 gets the same treatment – as we move to another part of the fretboard to play this fuller voicing:
The A Minor 7♭5 Embellishment
Here’s where the progressions gets interesting.
On the A minor 7♭5, I create an enclosure around the D7 chord by adding the chromatic passing chord of C#7:
On beat 3 I play the same 3 note voicing of the A minor 7♭5, before moving to the C♯7 chord on beat 4 and then landing on D7 on the first beat of the next bar.
The melody then changes slightly at the end of this D7 chord, descending from C to B♭ to G where I add a triplet figure using the open D and G strings, and use a hammer-on from F♯ to G.
This creates beautiful momentum which leads into the next section.
Section 4: The B Section (New Territory)
After two times through the main progression, we move to new harmonic territory – the B section of the piece.
This is super simple: just two chords, but they create a wonderful contrast to what we’ve played up to this point.
We pick up from the note of G that we’ve just played, before then moving back to our Am7♭5 chord. Now though, I’m altering the voicing and playing the chord like this:
I’m being very deliberate about which notes to include in the voicing here, as the melody is played on the D string.
The Diminished Passing Chord
Before moving to the D7, I then add an A diminished chord to spice things up:
After this passing chord, I play the D7 chord and conclude the section with an arpeggiated G minor chord that follows the melody line and ends on the note of D at the 10th fret of the high E string.
Section 5: The Octave Displacement (Third Time Through)
This brings us to another round of the same melody and chords, but now I do something a little special here – octave displacement. We take the same ideas, but now play them one octave higher, which sounds absolutely magical.
This is how it looks:
C Minor (High Octave)
The pickup line leads to C minor, played using this simple triad voicing:
I arpeggiate the triad repeatedly, picking through the different notes in order before moving to the F7.
F7 (Four-Note Voicing)
For the F7, I play this voicing:
As with the Cm triad, I play the notes of the chord individually in triplets before playing a short melody on the high E string that leads through to the next chord.
B♭ Major 7 (The Highlight)
For me, this is the highlight of the whole arrangement. The melody ends on fret 10 on the high E, and I play a B♭ major 7 arpeggio in triplets underneath:
This creates a shimmering, beautiful texture that elevates the entire piece.
E♭ Major 7 to Am7♭5 (Chromatic Line)
When the progression moves to the E♭ Major 7 I play the following voicing:
I then play a chromatic line that walks up from this chord, to the Am7♭5 chord in this voicing:
This creates an A minor 7♭5 sound, although technically it’s more like a diminished chord.
The Diminished Slide Trick
I opt for this chord shape here, as it allows me to use the diminished slide “trick”.
All I do here is take the diminished chord shape and slide it down three frets. This highlights the melody on the top string while creating harmonic movement underneath.
I use the same four notes that I played in the Am7♭5 chord, but change positions – moving down 3 frets to play a passing chord, before ending up at our next chord:
This is a D7♭9 chord, which I then embellish by releasing my index finger from the D string to play the note of D in the bass.
You can play the chord in several ways, but I choose this voicing because it connects smoothly from the previous chord voicings we’ve used in the progression.
The progression then moves briefly to the A diminished chord, before resolving to G minor:
Section 6: The Turnaround
For the turnaround section I play a descending line on the low E string, which leads to this E7♯9 chord:
I use this E7♯9 chord to create tension and hold that chord for longer than you might typically see, building anticipation.
The Final Resolution
As we move into the next section of the piece we play the open G string, then move to what’s traditionally an A minor 7♭5.
However I voice this with an F♯ in the bass, creating either an A minor 7♭5/F♯ or F♯ diminished sound:
To be honest, I didn’t think about specific chord names when arranging this – I just played what sounded good.
That’s actually how I arranged this whole piece: by ear first and then by using theory to explain it afterward.
The Final Cadence
In the final section we move from the F♯ diminished chord to a D7/F♯:
And from there, to what I call a D augmented ♭13 for the melody’s final descent:
This then all resolves beautifully to a G power chord – bringing the progression to a simple, but effective close.
Final Thoughts
“Autumn Leaves” is more than just a pretty tune. It’s a masterclass in jazz harmony, voice leading, and melodic construction.
Learning this arrangement teaches you concepts you’ll use in hundreds of other songs: ii-V-I progressions, melodic minor application, voice leading principles, and how to build an arrangement that develops organically.
The beauty is that anyone with a little practice can play this. You don’t need to be an advanced player—you just need patience, persistence, and a love for beautiful music.
Start simple, build gradually, and enjoy the process.
