Ain't Misbehavin' in E

Ain't Misbehavin' in E

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

Ain't Misbehavin' in E

E major is arguably guitar's most powerful key. The open low E and high E strings ring sympathetically as the root, while the open B provides the fifth. This triple reinforcement gives E-based riffs and chords unmatched depth and volume. E is a beginner-level key on guitar because both the low E and high E strings ring as the root, and the open B is the fifth — three open strings reinforce the tonic chord. Beginners will find this key approachable since most chords use open voicings with minimal stretching.

Voice Leading

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

Scales for Improvisation

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