Ain't Misbehavin' in D

Fats Waller(1929)swingMedium Swing
D
Instrument
GuitarUkuleleBassPiano
A
A
B
A
DMaj7
Bm7
Em7
A7
DMaj7
Bm7
Em7
A7
D7
G6
G♯dim7
DMaj7
Bm7
Em7
A7
DMaj7
Bm7
Em7
A7
DMaj7
Bm7
Em7
A7
D7
G6
G♯dim7
DMaj7
Bm7
Em7
A7
G6
G6
C7
C7
F♯m7♭5
B7♭9
Em7
A7
DMaj7
Bm7
Em7
A7
DMaj7
Bm7
Em7
A7
D7
G6
G♯dim7
DMaj7
Bm7
Em7
A7

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

Ain't Misbehavin' in D

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

Ain't Misbehavin' in D

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: DMaj7, Bm7, Em7, A7, D7, G6, G♯dim7, C7, F♯m7♭5, B7♭9.