Ain't Misbehavin' in D#

Fats Waller(1929)swingMedium Swing
D♯
Instrument
GuitarUkuleleBassPiano
A
A
B
A
D♯Maj7
Cm7
Fm7
A♯7
D♯Maj7
Cm7
Fm7
A♯7
D♯7
G♯6
Adim7
D♯Maj7
Cm7
Fm7
A♯7
D♯Maj7
Cm7
Fm7
A♯7
D♯Maj7
Cm7
Fm7
A♯7
D♯7
G♯6
Adim7
D♯Maj7
Cm7
Fm7
A♯7
G♯6
G♯6
C♯7
C♯7
Gm7♭5
C7♭9
Fm7
A♯7
D♯Maj7
Cm7
Fm7
A♯7
D♯Maj7
Cm7
Fm7
A♯7
D♯7
G♯6
Adim7
D♯Maj7
Cm7
Fm7
A♯7

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 (Eb) requires barre shapes rooted on the 6th and 5th strings. It is a favorite key for horn players, so guitarists encounter it in funk and soul bands. Using barre chords at frets 1, 3, and 6 covers the primary shapes. D# is a intermediate-advanced-level key on guitar because no standard open strings match this key's chord tones. Expect to rely on barre chords throughout, which builds hand strength and unlocks the entire fretboard.

Voice Leading

The bass line moves through D# to C (descending minor third), C to F (ascending perfect fourth), F to A# (ascending perfect fourth), A# to D# (ascending perfect fourth), D# to G# (ascending perfect fourth), G# to A (ascending half step), A to C# (ascending major third), C# to G (ascending tritone), G to C (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 C 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: D♯Maj7, Cm7, Fm7, A♯7, D♯7, G♯6, Adim7, C♯7, Gm7♭5, C7♭9.