Ain't Misbehavin' in C

Fats Waller(1929)swingMedium Swing
C
Instrument
GuitarUkuleleBassPiano
A
A
B
A
CMaj7
Am7
Dm7
G7
CMaj7
Am7
Dm7
G7
C7
F6
F♯dim7
CMaj7
Am7
Dm7
G7
CMaj7
Am7
Dm7
G7
CMaj7
Am7
Dm7
G7
C7
F6
F♯dim7
CMaj7
Am7
Dm7
G7
F6
F6
A♯7
A♯7
Em7♭5
A7♭9
Dm7
G7
CMaj7
Am7
Dm7
G7
CMaj7
Am7
Dm7
G7
C7
F6
F♯dim7
CMaj7
Am7
Dm7
G7

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

Ain't Misbehavin' in C

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

Ain't Misbehavin' in C

With no sharps or flats, C major is the theoretical home base on guitar. The open G, B, and high E strings all belong to the C major chord, creating natural sustain. C is a beginner-level key on guitar because the open B and high E strings ring within the scale, and every basic chord uses familiar open shapes. Beginners will find this key approachable since most chords use open voicings with minimal stretching.

Voice Leading

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

Scales for Improvisation

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

swing4/4 · 32 bars · Form: AABA

Chords: CMaj7, Am7, Dm7, G7, C7, F6, F♯dim7, A♯7, Em7♭5, A7♭9.