Ain't Misbehavin' in Re

Fats Waller(1929)swingMedium Swing

Ain't Misbehavin' in Re

Fats Waller's stride piano classic is a masterclass in Mixolydian and Blues language layered over a swinging D groove. Bebop Major lines sit naturally on top of the changes, bridging the stride tradition with modern improvisation. The DMaj7 – Bm7 – Em7 – A7 – D7 – G6 – G#dim7 – C7 – F#m7b5 – B7b9 harmony is a perfect vehicle for developing blues phrasing and rhythmic authority.

Ain't Misbehavin' in Re

D major is one of guitar's most resonant keys. The open D string acts as a droning root, and the open A string provides the fifth. This gives D-based strumming a wide, ringing quality that flatpicks and fingerpicks love. D is a beginner-level key on guitar because the open D and A strings provide a powerful bass foundation, and the open high E is the 2nd scale degree adding brightness. Beginners will find this key approachable since most chords use open voicings with minimal stretching.

Voice Leading

The bass line moves through D to B (descending minor third), B to E (ascending perfect fourth), E to A (ascending perfect fourth), A to D (ascending perfect fourth), D to G (ascending perfect fourth), G to G# (ascending half step), G# to C (ascending major third), C to F# (ascending tritone), F# to B (ascending perfect fourth). A half-step bass movement creates a strong leading-tone pull that demands resolution. The root motion by larger intervals (fourths and fifths) gives each chord change a strong, decisive character. When the progression loops, the bass returns from B to D by minor third.

Scales for Improvisation

D major pentatonic works because every note is either a chord tone or a safe passing tone — there are no avoid notes. For soloing, this means you can play freely without clashing. Over dominant seventh chords, D Mixolydian adds the flat seventh for an authentic blues-rock edge.

swing4/4 · 32 bars · Form: AABA

Chords: ReMaj7, Sim7, Mim7, La7, Re7, Sol6, Sol♯dim7, Do7, Fa♯m7♭5, Si7♭9.

Scales for Improvisation Re major, Re mixolydian, Re major blues, Re bebop major, Re major pentatonic.