Ain't Misbehavin' in G

Fats Waller(1929)swingMedium Swing
G
Instrument
GuitarUkuleleBassPiano
A
A
B
A
GMaj7
Em7
Am7
D7
GMaj7
Em7
Am7
D7
G7
C6
C♯dim7
GMaj7
Em7
Am7
D7
GMaj7
Em7
Am7
D7
GMaj7
Em7
Am7
D7
G7
C6
C♯dim7
GMaj7
Em7
Am7
D7
C6
C6
F7
F7
Bm7♭5
E7♭9
Am7
D7
GMaj7
Em7
Am7
D7
GMaj7
Em7
Am7
D7
G7
C6
C♯dim7
GMaj7
Em7
Am7
D7

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

Ain't Misbehavin' in G

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

Ain't Misbehavin' in G

G major is the singer-songwriter's key. The open G, B, and D strings spell out the full G major triad with zero fretting. Add the open high E for a Gadd6 shimmer. Nearly every diatonic chord (Em, Am, C, D) has a comfortable open voicing. G is a beginner-level key on guitar because the open G, B, and D strings form a complete G major triad without fretting a single note, and the open low E adds a rich 6th color. Beginners will find this key approachable since most chords use open voicings with minimal stretching.

Voice Leading

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

Scales for Improvisation

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

swing4/4 · 32 bars · Form: AABA

Chords: GMaj7, Em7, Am7, D7, G7, C6, C♯dim7, F7, Bm7♭5, E7♭9.