Ain't Misbehavin' in B

Fats Waller(1929)swingMedium Swing
B
Instrument
GuitarUkuleleBassPiano
A
A
B
A
BMaj7
G♯m7
C♯m7
F♯7
BMaj7
G♯m7
C♯m7
F♯7
B7
E6
Fdim7
BMaj7
G♯m7
C♯m7
F♯7
BMaj7
G♯m7
C♯m7
F♯7
BMaj7
G♯m7
C♯m7
F♯7
B7
E6
Fdim7
BMaj7
G♯m7
C♯m7
F♯7
E6
E6
A7
A7
D♯m7♭5
G♯7♭9
C♯m7
F♯7
BMaj7
G♯m7
C♯m7
F♯7
BMaj7
G♯m7
C♯m7
F♯7
B7
E6
Fdim7
BMaj7
G♯m7
C♯m7
F♯7

Chord Diagrams — Ain't Misbehavin' in B (Guitar)

Ain't Misbehavin' in B

Fats Waller's classic swing anthem, one of the most performed standards from the Harlem Renaissance era.

Ain't Misbehavin' in B

B major mixes barre and open elements. The B chord itself is a barre at fret 2, but E and A are comfortable open chords forming the IV and V. The open B string rings as the root, allowing creative drone-based arrangements. B is a intermediate-level key on guitar because the open B string rings as the root and the open E strings provide the 4th — useful for sus4 voicings and drone effects. This key mixes open and barre shapes, making it a good intermediate challenge that builds fretboard fluency.

Voice Leading

The bass line moves through B to G# (descending minor third), G# to C# (ascending perfect fourth), C# to F# (ascending perfect fourth), F# to B (ascending perfect fourth), B to E (ascending perfect fourth), E to F (ascending half step), F to A (ascending major third), A to D# (ascending tritone), D# to G# (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 G# to B by minor third.

Scales for Improvisation

B 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, B Mixolydian adds the flat seventh for an authentic blues-rock edge.

swing4/4 · 32 bars · Form: AABA

Chords: BMaj7, G♯m7, C♯m7, F♯7, B7, E6, Fdim7, A7, D♯m7♭5, G♯7♭9.