They do that voodoo so well: a critical examination of selected songs of the founders of the American standard songbook

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Content

THEY DO THAT VOODOO SO WELL:
A CRITICAL EXAMINATION OF SELECTED SONGS OF
THE FOUNDERS OF THE AMERICAN STANDARD SONGBOOK

by

Jaehee Choi

________________________________________________________________________

A Dissertation Presented to the
FACULTY OF THE GRADUATE SCHOOL
UNIVERSITY OF SOUTHERN CALIFORNIA
In Partial Fulfillment of the
Requirements for the Degree
DOCTOR OF PHILOSOPHY
(MUSIC)

December 2007

Copyright 2007 Jaehee Choi

ii

DEDICATION

For my mother and
the memory of my father

iii

TABLE OF CONTENTS

DEDICATION ……………………………………………………………... ii

LIST OF FIGURES ………………………………………………………… iv
ABSTRACT ………………………………………………………………… xiii
Chapter 1: INTRODUCTION ……………………………………………… 1
A Short History of American Popular Song from 1865-1910

Chapter 2: PRIMER
2.1-2.6. Analytical Methods ……………………………………….. 11
2.7. A Brief Outline of the History of Pop and Jazz Singing ……… 19
2.8. A Basic Discography …………………………………………… 27
Chapter 2 Endnotes ………………………………………………… 34
Chapter 3: JEROME KERN
3.1. Biography …………………………………………………….. 35
3.2. Detailed Analyses of 10 Songs ……………………………….. 43
Chapter 3 Endnotes ………………………………………………... 145

Chapter 4: IRVING BERLIN
4.1. Biography …………………………………………………….. 147
4.2. Detailed Analyses of 9 Songs ………………………………… 161
Chapter 4 Endnotes ……………………………………………….. 250

Chapter 5: GEORGE GERSHWIN
5.1. Biography …………………………………………………….. 251
5.2. Detailed Analyses of 9 Songs ………………………………… 261
Chapter 5 Endnotes ………………………………………………... 351

Chapter 6: COLE PORTER
6.1. Biography …………………………………………………….. 353
6.2. Detailed Analyses of 9 Songs ………………………………… 361
Chapter 6 Endnotes ……………………………………………….. 463

Chapter 7: CONCLUSION ………………………………………………… 465
BIBLIOGRAPHY ………………………………………………………....... 474

iv

LIST OF FIGURES

2-1. George Gershwin, How Long Has This Been Going On?, mm. 1-8 . . . . . . . 13
2-2. Blue notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
2-3. Registral pitch designations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
2-4. Irving Berlin, Say It Isn’t So, measures 1, added 6
th
note . . . . . . . . . . . . . . . 15
2-5. Billie Strayhorn, Chelsea Bridge, added 9
th
and 11
th
notes . . . . . . . . . . . . . . 15
2-6. Cole Porter, Night And Day, measure 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
2-7. Jerome Kern, Yesterdays, Circle of 5
th
s . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
2-8. Duke Ellington, Sophisticated Lady, parallel harmonic progression . . . . . . 16
2-9. George Gershwin, I Got Rhythm, mm. 1-4 . . . . . . . . . . . . . . . . . . . . . . . . . 17
3-1.1. Jerome Kern, They Didn’t Believe Me, Lead sheet . . . . . . . . . . . . . . . . . 43
3-1.2. Jerome Kern, They Didn’t Believe Me, measures 1-8 . . . . . . . . . . . . . . . 46
3-1.3. Jerome Kern, They Didn’t Believe Me, measures 9-16 . . . . . . . . . . . . . . . 47
3-1.4. Jerome Kern, They Didn’t Believe Me, measures 17-32 . . . . . . . . . . . . . . 48
3-2.1. Jerome Kern, Look for the Silver Lining, Lead sheet . . . . . . . . . . . . . . . . 51
3-2.2. Jerome Kern, Look for the Silver Lining, measures 1-16 . . . . . . . . . . . . 55
3-2.3. Jerome Kern, Look for the Silver Lining, melodic contours of measures
4-7 and 8-15 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
3-2.4. Jerome Kern, Look for the Silver Lining, measures 17-32 . . . . . . . . . . . 58
3-3.1. Jerome Kern, Ol’ Man River, Lead sheet . . . . . . . . . . . . . . . . . . . . . . . . . . 61

v
3-3.2. Jerome Kern, Ol’ Man River, measures 1-8 . . . . . . . . . . . . . . . . . . . . . . . . 67
3-3.3. Jerome Kern, Ol’ Man River, measure 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
3-3.4. Jerome Kern, Ol’ Man River, measures 9-16 . . . . . . . . . . . . . . . . . . . . . . . 68
3-3.5. Jerome Kern, Ol’ Man River, measures 17-24 . . . . . . . . . . . . . . . . . . . . . . 69
3-3.6. Jerome Kern, Ol’ Man River, measures 25-32 . . . . . . . . . . . . . . . . . . . . . . 70
3-4.1. Jerome Kern, The Song Is You, Lead sheet . . . . . . . . . . . . . . . . . . . . . . . . 73
3-4.2. Jerome Kern, The Song Is You, measures 1-8 . . . . . . . . . . . . . . . . . . . . . . 77
3-4.3. Jerome Kern, The Song Is You, measures 17-24 . . . . . . . . . . . . . . . . . . . . 78
3-4.4. Jerome Kern, The Song Is You, measures 25-32 . . . . . . . . . . . . . . . . . . . . 79
3-5.1. Jerome Kern, Smoke Gets in Your Eyes, Lead sheet . . . . . . . . . . . . . . . . . 83
3-5.2. Jerome Kern, Smoke Gets in Your Eyes, measures 1-8 . . . . . . . . . . . . . . . 86
3-5.3. Jerome Kern, Smoke Gets in Your Eyes, measures 17-25 . . . . . . . . . . . . . 88
3-5.4. Jerome Kern, Smoke Gets in Your Eyes, background graph with
Schenkerian Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89
3-6.1. Jerome Kern, Yesterdays, Lead sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92
3-6.2. Jerome Kern, Yesterdays, measures 1-8 . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
3-6.3. Jerome Kern, Yesterdays, motive x . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
3-6.4. Jerome Kern, Yesterdays, measures 9-16 . . . . . . . . . . . . . . . . . . . . . . . . . . 97
3-6.5. Jerome Kern, Yesterdays, Coda . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
3-7.1. Jerome Kern, The Way You Look Tonight, Lead sheet . . . . . . . . . . . . . . 101
3-7.2. Jerome Kern, The Way You Look Tonight, measures 1-16 . . . . . . . . . . . 106
3-7.3. Jerome Kern, The Way You Look Tonight, measures 1-16 . . . . . . . . . . . . . 108
3-7.4. Jerome Kern, The Way You Look Tonight, measures 33-48 . . . . . . . . . . . . 108

vi
3-7.5. Jerome Kern, The Way You Look Tonight, piano introduction . . . . . . . . . . 110
3-7.6. Jerome Kern, The Way You Look Tonight, measures 61-64 . . . . . . . . . . . . 110
3-8.1. Jerome Kern, A Fine Romance, Lead sheet . . . . . . . . . . . . . . . . . . . . . . . . . 113
3-8.2. Jerome Kern, A Fine Romance, measures 1-8 . . . . . . . . . . . . . . . . . . . . . . . 117
3-8.3. Jerome Kern, A Fine Romance, motive x . . . . . . . . . . . . . . . . . . . . . . . . . . 118
3-8.4. Jerome Kern, A Fine Romance, measures 9-16 . . . . . . . . . . . . . . . . . . . . . 118
3-8.5. Jerome Kern, A Fine Romance, measures 25-32 . . . . . . . . . . . . . . . . . . . . 119
3-8.6. Jerome Kern, A Fine Romance, measures 29-32 with piano accompaniment 119
3-8.7. Jerome Kern, The Way You Look Tonight, piano introduction . . . . . . . . . . 120
3-9.1. Jerome Kern, All the Things You Are, Lead sheet . . . . . . . . . . . . . . . . . . . . 123
3-9.2. Jerome Kern, All the Things You Are, measures1-16 . . . . . . . . . . . . . . . . . 127
3-9.3. Jerome Kern, All the Things You Are, linear intervallic pattern
in measures 1-16 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 128
3-9.4. Jerome Kern, All the Things You Are, measures 17-24 . . . . . . . . . . . . . . . 129
3-9.5. Jerome Kern, All the Things You Are, measures 25-32 . . . . . . . . . . . . . . . 130
3-10.1. Jerome Kern, I’m Old Fashioned, Lead sheet . . . . . . . . . . . . . . . . . . . . . . 135
3-10.2. Jerome Kern, I’m Old Fashioned, measures 1-8 . . . . . . . . . . . . . . . . . . . . 138
3-10.3. Jerome Kern, I’m Old Fashioned, measures 9-16 . . . . . . . . . . . . . . . . . . . 139
3-10.4. Jerome Kern, I’m Old Fashioned, measures 17-24 . . . . . . . . . . . . . . . . . . 140
3-10.5. Jerome Kern, I’m Old Fashioned, measures 25-36 . . . . . . . . . . . . . . . . . . 141
4-1.1. Irving Berlin, Alexander’s Ragtime Band, Lead sheet . . . . . . . . . . . . . . . . . 161
4-1.2. Irving Berlin, Alexander’s Ragtime Band, measures 1-8 . . . . . . . . . . . . . . . 168
4-1.3. Irving Berlin, Alexander’s Ragtime Band, motive x . . . . . . . . . . . . . . . . . . 168

vii
4-1.4. Irving Berlin, Alexander’s Ragtime Band, measures 9-16 . . . . . . . . . . . . . . 169
4-1.5. Irving Berlin, Alexander’s Ragtime Band, measures 25-32 . . . . . . . . . . . . . 170
4-1.6. Irving Berlin, Alexander’s Ragtime Band, nadir and apex notes . . . . . . . . . 171
4-2.1. Irving Berlin, Blue Skies, lead sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 174
4-2.2. Irving Berlin, Blue Skies, measures 1-8 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 178
4-2.3. Irving Berlin, Blue Skies, measures 17-24 . . . . . . . . . . . . . . . . . . . . . . . . . . 179
4-3.1. Irving Berlin, Puttin’ on the Ritz, Lead Sheet . . . . . . . . . . . . . . . . . . . . . . . . 183
4-3.2. Irving Berlin, Puttin’ on the Ritz, measures 1-8 . . . . . . . . . . . . . . . . . . . . . . 186
4-3.3. Irving Berlin, Puttin’ on the Ritz, rhythmic contour in measures 1-4 . . . . . 187
4-3.4. Irving Berlin, Puttin’ on the Ritz, measures 17-24 . . . . . . . . . . . . . . . . . . . 187
4-3.5. Irving Berlin, Puttin’ on the Ritz . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 189
4-4.1. Irving Berlin, Say It Isn’t So, Lead Sheet . . . . . . . . . . . . . . . . . . . . . . . . . . 191
4-4.2. Irving Berlin, Say It Isn’t So, measures 1-16 . . . . . . . . . . . . . . . . . . . . . . . 195
4-4.3. Irving Berlin, Say It Isn’t So, compound melodic line in measures 1-16. . 196
4-4.4. Irving Berlin, Say It Isn’t So, measures 25-32 . . . . . . . . . . . . . . . . . . . . . . 197
4-5.1. Irving Berlin, How Deep is the Ocean, lead sheet . . . . . . . . . . . . . . . . . . . . 200
4-5.2. Irving Berlin, How Deep is the Ocean, measures 1-8 . . . . . . . . . . . . . . . . . 203
4-5.3. Irving Berlin, How Deep is the Ocean, measures 9-16 . . . . . . . . . . . . . . . . 204
4-5.4. Irving Berlin, How Deep is the Ocean, measures 25-32 . . . . . . . . . . . . . . . 205
4-6.1. Irving Berlin, Cheek To Cheek, Lead sheet . . . . . . . . . . . . . . . . . . . . . . . . . 209
4-6.2. Irving Berlin, Cheek To Cheek, measures 1-16 . . . . . . . . . . . . . . . . . . . . . . 214
4-6.3. Irving Berlin, Cheek To Cheek, motivic development in measures 1-8 . . . 214

viii
4-6.4. Irving Berlin, Cheek To Cheek, melodic contours in measures 2-7 and 8-11 215
4-6.5. Irving Berlin, Cheek To Cheek, measures 33-40
(measures 41-48 are identical) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 216
4-6.6. Irving Berlin, Cheek To Cheek, measures 49-56 . . . . . . . . . . . . . . . . . . . . 216
4-7.1. Irving Berlin, Let’s Face the Music and Dance, Lead sheet . . . . . . . . . . . . 221
4-7.2. Irving Berlin, Let’s Face the Music and Dance, measures 1-14 . . . . . . . . . 224
4-7.3. Irving Berlin, Let’s Face the Music and Dance, measures 15-30 . . . . . . . . 225
4-7.4. Irving Berlin, Let’s Face the Music and Dance, measures 31-38 . . . . . . . . 226
4-8.1. Irving Berlin, Let Yourself Go, Lead Sheet . . . . . . . . . . . . . . . . . . . . . . . . 231
4-8.2. Irving Berlin, Let Yourself Go, measures 1-8 . . . . . . . . . . . . . . . . . . . . . . 234
4-8.3. Irving Berlin, Let Yourself Go, measures 17-24 . . . . . . . . . . . . . . . . . . . . 236
4-9.1. Irving Berlin, They Say It’s Wonderful, Lead sheet . . . . . . . . . . . . . . . . . 240
4-9.2. Irving Berlin, They Say It’s Wonderful, measures 1-8 . . . . . . . . . . . . . . . 245
4-9.3. Irving Berlin, They Say It’s Wonderful, analytic graph of measures 1-16 246
4-9.4. Irving Berlin, They Say It’s Wonderful, measures 17-24 . . . . . . . . . . . . . . 246
4-9.5. Irving Berlin, They Say It’s Wonderful, measures 25-32 . . . . . . . . . . . . . . 247
5-1.1. George Gershwin, Swanee, Lead sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . 261
5-1.2. George Gershwin, Swanee, measures 1-8 . . . . . . . . . . . . . . . . . . . . . . . . . . 264
5-1.3. George Gershwin, Swanee, measures 9-16 . . . . . . . . . . . . . . . . . . . . . . . . . 265
5-1.4. George Gershwin, Swanee, measures 24-32 . . . . . . . . . . . . . . . . . . . . . . . 266
5-2.1. George Gershwin, Somebody Loves Me, Lead sheet . . . . . . . . . . . . . . . . 269
5-2.2. George Gershwin, Somebody Loves Me, measures 1-8 . . . . . . . . . . . . . . 273
5-2.3. George Gershwin, Somebody Loves Me, measures 9-16 . . . . . . . . . . . . . 274

ix
5-2.4. George Gershwin, Somebody Loves Me, measures 17-24 . . . . . . . . . . . . 275
5-2.5. George Gershwin, Somebody Loves Me, measures 25-32 . . . . . . . . . . . . 275
5-3.1. George Gershwin, Fascinating Rhythm, Lead sheet . . . . . . . . . . . . . . . . . 279
5-3.2. George Gershwin, Fascinating Rhythm, measures 1-8 . . . . . . . . . . . . . . . 283
5-3.3. George Gershwin, Fascinating Rhythm, measures 9-16 . . . . . . . . . . . . . . 285
5-3.4. George Gershwin, Fascinating Rhythm, measures 25-32 . . . . . . . . . . . . . 286
5-4.1. George Gershwin, The Man I Love, Lead sheet . . . . . . . . . . . . . . . . . . . . 291
5-4.2. George Gershwin, The Man I Love, measures 1-8 . . . . . . . . . . . . . . . . . . 295
5-4.3. George Gershwin, The Man I Love, linear intervallic pattern
in measures 1-8 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 296
5-4.4. George Gershwin, The Man I Love, measures 17-24 . . . . . . . . . . . . . . . . 297
5-4.5. George Gershwin, The Man I Love, linear intervallic pattern
in measures 17-19 and 21-23 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 298
5-4.6. George Gershwin, The Man I Love, measures 1, 9, 25 . . . . . . . . . . . . . . . 299
5-5.1. George Gershwin, How Long Has This Been Going On, Lead sheet . . . . 302
5-5.2. George Gershwin, How Long Has This Been Going On, measures 1-8 . . 307
5-5.3. George Gershwin, How Long Has This Been Going On, measures 17-24 309
5-5.4. George Gershwin, How Long Has This Been Going On, measures 25-32 309
5-6.1. George Gershwin, Embraceable You, Lead sheet . . . . . . . . . . . . . . . . . . . . 313
5-6.2. George Gershwin, Embraceable You, measures 1-8 . . . . . . . . . . . . . . . . . . 318
5-6.3. George Gershwin, Embraceable You, measures 9-16 . . . . . . . . . . . . . . . . . 319
5-6.4. George Gershwin, Embraceable You, measures 25-32 . . . . . . . . . . . . . . . . 320
5-7.1. George Gershwin, I Got Rhythm, Lead sheet . . . . . . . . . . . . . . . . . . . . . . . 324

x
5-7.2. George Gershwin, I Got Rhythm, measures 1-8 . . . . . . . . . . . . . . . . . . . . . 328
5-7.3. George Gershwin, I Got Rhythm, measures 17-24 . . . . . . . . . . . . . . . . . . . 329
5-7.4. George Gershwin, I Got Rhythm, measures 25-34 . . . . . . . . . . . . . . . . . . . 330
5-8.1. George Gershwin, Nice Work If You Can Get It, Lead sheet . . . . . . . . . . . 333
5-8.2. George Gershwin, Nice Work If You Can Get It, Measures 1-8 . . . . . . . . . 337
5-8.3. George Gershwin, Nice Work If You Can Get It, Measures 17-24 . . . . . . . 338
5-8.4. George Gershwin, Nice Work If You Can Get It, Measures 25-33 . . . . . . . 339
5-9.1. George Gershwin, Love Is Here to Stay, Lead sheet . . . . . . . . . . . . . . . . . . 342
5-9.2. George Gershwin, Love Is Here to Stay, measures 1-7 . . . . . . . . . . . . . . . . 346
5-9.3. George Gershwin, Love Is Here to Stay, measures 8-15 . . . . . . . . . . . . . . . 346
5-9.4. George Gershwin, Love Is Here to Stay, measures 24-32 . . . . . . . . . . . . . . 347
6-1.1. Cole Porter, What Is This Thing Called Love?, Lead sheet . . . . . . . . . . . . . 361
6-1.2. Cole Porter, What Is This Thing Called Love?, measures 1-8 . . . . . . . . . . . 364
6-1.3. Cole Porter, What Is This Thing Called Love?, measures 9-16 . . . . . . . . . . 365
6-1.4. Cole Porter, What Is This Thing Called Love?, measures 17-24 . . . . . . . . . 365
6-2.1. Cole Porter, Night and Day, Lead sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . 369
6-2.2. Cole Porter, Night and Day, Measures 1-8 . . . . . . . . . . . . . . . . . . . . . . . . . 374
6-2.3. Cole Porter, Night and Day, connection between the verse and the refrain 375
6-2.4. Cole Porter, Night and Day, Measures 8-16 . . . . . . . . . . . . . . . . . . . . . . . 376
6-2.5. Cole Porter, Night and Day, Measures 32-40 . . . . . . . . . . . . . . . . . . . . . . 377
6-3.1. Cole Porter, Just One of Those Things, Lead sheet . . . . . . . . . . . . . . . . . . 382
6-3.2. Cole Porter, Just One of Those Things, measures 1-16 . . . . . . . . . . . . . . . 386

xi
6-3.3. Cole Porter, Just One of Those Things, measures 29-32 in verse . . . . . . . 387
6-3.4. Cole Porter, Just One of Those Things, measures 1 . . . . . . . . . . . . . . . . . 388
6-3.5. Cole Porter, Just One of Those Things, measures 9-16 . . . . . . . . . . . . . . . 389
6-3.6. Cole Porter, Just One of Those Things, measures 32-49 . . . . . . . . . . . . . 389
6-3.7. Cole Porter, Just One of Those Things, measures 49-64 . . . . . . . . . . . . . 391
6-4.1. Cole Porter, Begin the Beguine, Lead Sheet . . . . . . . . . . . . . . . . . . . . . . . 396
6-4.2. Cole Porter, Begin the Beguine, measures 1-16 . . . . . . . . . . . . . . . . . . . . 402
6-4.3. Cole Porter, Begin the Beguine, measures 33-48 . . . . . . . . . . . . . . . . . . . 404
6-4.4. Cole Porter, Begin the Beguine, measures 64-80 . . . . . . . . . . . . . . . . . . . 405
6-4.5. Cole Porter, Begin the Beguine, Coda . . . . . . . . . . . . . . . . . . . . . . . . . . . . 406
6-5.1. Cole Porter, I’ve Got You under My Skin, Lead sheet . . . . . . . . . . . . . . . . 411
6-5.2. Cole Porter, I’ve Got You under My Skin, measures 1-8 . . . . . . . . . . . . . . 414
6-5.3. Cole Porter, I’ve Got You under My Skin, measures 9-16 . . . . . . . . . . . . . 415
6-5.4. Cole Porter, I’ve Got You under My Skin, measures 17-24 . . . . . . . . . . . . 416
6-5.5. Cole Porter, I’ve Got You under My Skin, measures 25-32 . . . . . . . . . . . . 416
6-5.6. Cole Porter, I’ve Got You under My Skin, measures 32-40 . . . . . . . . . . . . 417
6-5.7. Cole Porter, I’ve Got You under My Skin, measures 40-51 . . . . . . . . . . . . 418
6-5.8. Cole Porter, I’ve Got You under My Skin, measures 52-56 . . . . . . . . . . . 418
6-5.9. Cole Porter, I’ve Got You under My Skin, Structural Diagram . . . . . . . . 419
6-6.1. Cole Porter, Easy to Love, Lead sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . 423
6-6.2. Cole Porter, Easy to Love, measures 1-8 . . . . . . . . . . . . . . . . . . . . . . . . . 426
6-6.3. Cole Porter, Easy to Love, measures 1-8 . . . . . . . . . . . . . . . . . . . . . . . . . 428

xii
6-6.4. Cole Porter, Easy to Love, measures 9-16 . . . . . . . . . . . . . . . . . . . . . . . . . 428
6-6.5. Cole Porter, Easy to Love, measures 23-32 . . . . . . . . . . . . . . . . . . . . . . . . 429
6-7.1. Cole Porter, You’d Be So Nice to Come Home To, Lead sheet . . . . . . . . 432
6-7.2. Cole Porter, You’d Be So Nice to Come Home To, measures 1-8 . . . . . . 435
6-7.3. Cole Porter, You’d Be So Nice to Come Home To, measures 9-16 . . . . . 436
6-7.4. Cole Porter, You’d Be So Nice to Come Home To, measures 17-24 . . . . 437
6-7.5. Cole Porter, You’d Be So Nice to Come Home To, measures 25-32 . . . . 437
6-7.6. Cole Porter, You’d Be So Nice to Come Home To,
background analytic graph . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 438
6-8.1. Cole Porter, Ev’ry Time We Say Goodbye, Lead Sheet . . . . . . . . . . . . . . . . . . . . 441
6-8.2. Cole Porter, Ev’ry Time We Say Goodbye, measures 1-8 . . . . . . . . . . . . . . . . . . 445
6-8.3. Cole Porter, Ev’ry Time We Say Goodbye, measures 9-16 . . . . . . . . . . . . . . . . . 446
6-8.4. Cole Porter, Ev’ry Time We Say Goodbye, measures 25-31 . . . . . . . . . . . . . . . . 447
6-8.5. Cole Porter, Ev’ry Time We Say Goodbye, Coda . . . . . . . . . . . . . . . . . . . . . . . . . 448
6-9.1. Cole Porter, So in Love, Lead sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 451
6-9.2. Cole Porter, So in Love, measures 1-8 . . . . . . . . . . . . . . . . . . . . . . . . . . . 456
6-9.3. Cole Porter, So in Love, measures 9-16 . . . . . . . . . . . . . . . . . . . . . . . . . . . 456
6-9.4. Cole Porter, So in Love, measures 25-32 . . . . . . . . . . . . . . . . . . . . . . . . . . 457
6-9.5. Cole Porter, So in Love, measures 32-48 . . . . . . . . . . . . . . . . . . . . . . . . . 458
6-9.6. Cole Porter, So in Love, measures 57-72 . . . . . . . . . . . . . . . . . . . . . . . . . 459

xiii

ABSTRACT
The history of musical composition in American culture reveals a complex and
diverse set of intentions and aspirations. Scholars have identified four essential aesthetic
courses that have been utilized by American composers: 1) adaptation of the European
models of symphony, opera, chamber music (Copland, Barber, Carter, etc.); 2) American
experimentalism (Ives, Cowell, Partch, Cage); 3) the American Jazz Tradition (Ellington,
Monk, Mingus, Braxton); and 4) American song and dance music {Broadway, Movies}
(Kern, Berlin, Gershwin, Porter, etc.). The first two spheres have been consistently
explored in the academic musical environment for many decades and recently there has
been a great deal of scholarly activity concerning the jazz tradition. This dissertation is
part of a rising interest in the analysis and critical evaluation of American song as one of
the true treasures within the American musical tradition. The text examines specifically
the work of the four founding pioneers of the American popular standard songbook:
Jerome Kern, Irving Berlin, George Gershwin and Cole Porter.
A variety of analytical procedures are utilized in this dissertation but all of them
are grounded in the reductive analytical techniques developed by Heinrich Schenker. The
opening chapter examines the social and artistic climate of the first thirty-five years of

xiv
twentieth century America. Chapter two presents a primer of the analytical procedures
that are implemented in the main body of the dissertation. Chapters three through six
present a short biography of each composer followed by an examination of several songs
by each composer and concludes with a short reception history of each song in recordings.
The goal of this study is to discover the essential unifying procedures in these
works and, also, the unique compositional qualities of each individual composer by
identifying their distinctive technique of prolongation through contrapuntal and harmonic
processes. My wish is that the study will serve to clarify the inimitable historical
importance of the American songbook in the cultural context of our contemporary world.

1

CHAPTER 1
A cultural explosion of astonishing proportions engulfed the United States from
1910-1935. Before this time period America had been primarily occupied with absorbing
and assimilating the cultural orbits of its immigrants. After 1910 American music, dance,
theater, art, literature and social fashions began to become major influences on the world
stage. We may begin this process with the bursting into popularity of Irving Berlin’s
“Alexander’s Ragtime Band” in 1911, a song which became famous all over the world.
By 1910 the pianist and composer Jelly Roll Morton had left his hometown of New
Orleans and was to tour all around the country, consequently, spreading the influence of a
new kind of music which would by 1920 be called “jazz.” In New York, the Princess
Theatre shows (1914-1921) were presenting a new style of American musical comedy
with more sophisticated storylines and with a greater integration of music and plot.
Jerome Kern’s superb songs combined with the remarkable stage presence of the actress
Marilyn Miller were indispensable factors in the success of these shows. Revue shows in
New York (1907-31) such as the Ziegfeld’s Follies and George White’s Scandals
produced many popular songs and created new star performers including Fanny Brice and
W. C. Fields. In 1921 King Oliver’s Band, the best of the New Orleans jazz ensembles,
went to Chicago and performed beginning in 1923 with Louis Armstrong on second
trumpet. The next year Armstrong moved to New York to join the Fletcher Henderson
Band. He imbued that big band with the values and techniques of improvisational jazz. In
2

addition Armstrong recorded several times with the great city (or vaudeville) blues singer
Bessie Smith, thereby helping to make her singing style more accessible to the general
listening public. George Gershwin composed and performed Rhapsody in Blue in 1924
with the Paul Whiteman Orchestra for a concert called An Experiment in Modern Music
which took place in Aeolian Hall in New York. Gershwin also wrote music for a
Broadway show Lady, Be Good! in 1924 which made Fred and Adele Astaire huge stars
on the Broadway stage. Louis Armstrong’s recordings with his Hot Five and Hot Seven
ensembles in the period from 1925-1928 defined and also revolutionized the genre of
“improvised jazz.” In 1927, Jerome Kern’s seminal Broadway musical play Show Boat
genuinely changed the direction of American stage musicals. The first successful “talking
movie” The Jazz Singer, which featured vaudevillian Al Jolson, was also released in 1927.
The Duke Ellington big band was booked at the Cotton Club in Harlem where it
performed creative and improvised jazz from the brilliant compositions of Ellington in
the late 20’s. The musical comedy Girl Crazy (1930), featured music by George
Gershwin including the hit songs “Embraceable You” and “I Got Rhythm,” and made
Ethel Merman and Ginger Rogers Broadway stars. Merman later firmly established her
fame as the diva of Broadway in Anything Goes (1934), with music written by Cole
Porter. Benny Goodman and his Band during a trip to Los Angeles in 1935 caught the
attention of the entire nation and initiated a new style of music, which came to be
characterized as the music of the “Swing Era.” George Gershwin’s grand opera Porgy
and Bess was premiered in 1935. One of the greatest of all movie musicals, Top Hat,
featuring the famous dancing team of Ginger Rogers and Fred Astaire and utilizing music
3

by Irving Berlin was released in 1935. These are just some of the highlights of this
amazingly creative twenty-five year time span. This launching of an authentic American
culture had emerged from currents that first stirred during the post civil war period in
America’s history.
The Civil War, 1861-1865, left the entire country with a somewhat diminished
vitality and energy. The creative energy that survived that tragedy went on quietly during
the first dozen years of the postwar period. The war, in particular, left the South mostly
out of the mainstream of American life. American songs in this period utilized the almost
universal form of verse-chorus (refrain), which had been developed by the singing
families and minstrel shows which were so popular in the 1840s and 1850s. This format
consisted of 1) a piano introduction, usually lasting 4-8 measures which presents the
primary motivic material; 2) a verse, usually 16 measures long, which usually consists of
four 4-measure-length units, whose structural pattern is usually one of the following four
choices {aabc, abac, aaba, abcb}; the verse section was performed by a solo singer with
the text (usually 3-4 repetitions of the music) explaining the drama in a manner which
was suited for the vaudeville stage; 3) the function of the refrain (chorus) was as a choral
commentary or echo of the dramatic situation developed in the verse section, it usually
contained “memorable” tunes and was performed most often by a quartet of mixed voices.
H. P. Danks’ “Silver Threads Among The Gold” and James Bland’s “Carry Me Back To
Old Virginny” and “Oh! Dem Golden Slippers” are good examples of songs from this
period.
4

During the late 19
th
century, Boston, Chicago, and Philadelphia were the various
centers of the popular music business in America. However, when the T. B. Harms
publishing company opened in New York in 1881, the situation changed dramatically;
this company not only revolutionized the music publishing business but also changed the
very character of American songs. Within the next ten years, almost every major music
publishing firm transferred their offices to the vicinity of the original Harms Company
and by the early 20
th
century 99% of the successful popular songs were published through
one of those music publishing offices in New York. This area in New York, more
specifically in the 1920s a stretch on Broadway between 42
nd
and 50
th
, gained the
sobriquet of “Tin Pan Alley.” The term was coined by Monroe Rosenfeld as he attempted
to describe the simultaneous piano cacophony resounding from the salesrooms of the
various music publishing companies. The term soon transformed to become a general
term to indicate the popular song industry and, consequently, the type of music written by
the songwriters of this period. The most famous early example, perhaps, was the work of
songwriter Charles K. Harris. In 1892, he established his own company and published
one of his songs “After The Ball.” The song became very popular and sold, eventually,
over five million copies of sheet music. With his approach to songwriting and also his
acute sense of business in regards to promoting and selling his songs, he quintessentially
set the style for the next generation of his colleagues on Tin Pan Alley. The rise of Tin
Pan Alley coincided with the fading stage Minstrel show which was thereby replaced by
other forms of stage entertainment including the vaudeville show. The difference between
a minstrel show and a vaudeville show is that the minstrel show is presented by an entire
5

troupe of performers on stage, whereas in the vaudeville show each performer executed
his/her individual act, making a much wider scope of entertainment possible ranging
from comedy acts and musical and dance performances all the way to acrobats and even
to trained animal acts.
The origin of the word Vaudeville is derived from the French “vas-de-vire,” a
valley in Normandie where itinerant singers amused crowds with songs containing
double entendres. Tony Pastor opened an “Opera House,” which became the first
permanent vaudeville hosting theatre in 1865 where many entertainers including Harrigan
and Hart, Lillian Russell, George M. Cohan, and May Irwin brought live performances to
American citizens. Other impresarios in this period (1880-1910) include William
Hammerstein, Benjamin Keith and Edward Albee. Vaudeville shows became so
significant that more Americans during the 1880s and 1890s heard songs from
vaudevillian acts than any other kind of live performances. This was to have an impact on
the Tin Pan Alley songwriters who began to produce songs specifically for the vaudeville
entertainers. The publishers on Tin Pan Alley realized that the general public wanted
familiar songs or new songs written in a familiar style. Consequently, the style of songs
reached a point of congruence in which most new songs began to utilize similar styles,
these songs maintained the verse-chorus construction, however, now the chorus was
given a much greater significance. The two sections in these songs are either equal in
length or the chorus is now longer, and the main melodic material is presented in the
chorus. It should also be pointed out that by this time, there was little common ground
between Tin Pan Alley composers and their contemporary colleagues in the classical
6

music domain. This split extended in most regards late into the twentieth century. One of
the most significant songwriters of the 1900-1910 timeframe was Harry Von Tilzer, who
wrote “A Bird in a Gilded Cage,” “I Want A Girl - Just Like The Girl That Married Dear
Old Dad” and “Take Me Out To The Ball Game.” Perhaps, the most important entertainer
of this period was George M. Cohan. As the youngest member of the Cohan Family
vaudeville group, he not only wrote songs, but created the books for his shows, directed
them, and was frequently the star performer. His influence in the shaping of the American
musical was a quite significant one: 1) he was the first entertainer who tried to integrate
songs into the flow of the plot; before him, songs played little or no part in the dramatic
unity; 2) Cohan, also, standardized two-verses in his songs; he wrote many popular songs
which include “Give My Regards To Broadway,” “Yankee Doodle Dandy,” “Over
There” and “You’re A Grand Old Flag.” Many other performers from the vaudeville
tradition later became stars in all aspects of modern media, to name a few 1) Judy
Garland from the Gumm Sisters, 2) Lionel, John and Ethel Barrymore, 3) the Nicholas
Brothers, 4) Buster Keaton from the Three Keatons, 5) the magician Houdini, 6) W. C.
Fields, 7) the blackface star Al Jolson, 8) Sophie Tucker, 9) Charlie Chaplin, 10) Milton
Berle, 11) George Burns and Gracie Allen, 12) Eddie Cantor, 13) Marx Brothers, 14)
Bert Williams, 15) Fred and Adele Astaire, 16) Bob Hope, and 17) Cary Grant. The
parallel African American figures to the white vaudevillians were the performers on the
TOBA (Theatre Owners Booking Agency) tours which featured the great blues singers
Ma Rainey and Bessie Smith, and the phenomenal tap dancer Bill “Bojangles” Robinson.
A type of “high-class” vaudeville or revue show which featured more extravagant
7

settings and costumes was initiated with Ziegfeld’s Follies in 1907. Other revues shows
were George White’s The Scandals, Irving Berlin’s Music Box Revues, and Earl Carroll’s
Vanities.
Composers from various European traditions were, also, active in the American
musical theatre during the early 20
th
century. They tended to specialize in operetta with
its exotic overtones. Representative composers include Victor Herbert, Rudolf Friml and
Sigmund Romberg. In particular, Herbert was successful writing in both the genre of
operetta as well as musical comedy. He deeply influenced the next generation of Tin Pan
Alley songwriters particularly Jerome Kern, who was heavily indebted in his musical
language to European classical music and the operetta in particular.
Ragtime, a syncopated piano music, emerged almost simultaneously with the
early Tin Pan Alley songs. The ragtime style is believed to be related to the dances of
Congo square in New Orleans in the period 1870-1890. It is a composed piano music
which first appeared in St. Louis and Sedalia, Missouri in the 1890s. Ragtime music
differs from Tin Pan Alley songs more in spirit than in musical style; it is brash and
frequently humorous. Significant performers and composers in this genre include Scott
Joplin, Thomas Turpin and James Lamb. The most famous “ragtime song” (a later
derivative of ragtime), before Irving Berlin’s “Alexander’s Ragtime Band” in 1911, was
“Hello! Ma Baby” in 1899 by Joseph Howard. From ragtime as a source, several other
piano performance styles were developed in the first two decades of the 20
th
century:
1) Stride Piano, which is an improvised music developed in New Orleans by Jelly Roll
Morton and James P. Johnson in New York. It replaced the octaves of ragtime with 10
th
s
8

and 12
th
s in the left hand and uses syncopations within the measure. Later performers
include Fats Waller and Art Tatum; 2) Song-plugger piano style; the quintessential Tin
Pan Alley style, represented by George Gershwin; 3) Novelty Piano; a later ragtime style
developed in the south and mid-west with greater rhythmic complexity and harmonic
sophistication and represented by Zez Confrey; and 4) Comic Piano, represented by
Jimmy Durante and Chico Marx. All four of these performing styles were integrated by
George Gershwin into his 1924 composition, Rhapsody in Blue.
The beginning of talking pictures combined with the economic Depression
essentially brought an end to the Vaudeville industry in 1927-30. The vaudevillian spirit
and format, however, survived in radio and eventually in such television shows as the
“Ed Sullivan TV Show,” the “Colgate Comedy Hour,” and the “Johnny Carson Show.”
Vaudeville also transferred into the film format in such series as the Broadway Melody
(29, 36, 38, and 40), the Big Broadcast (32, 36, 37, and 38), and the Gold Diggers (29, 33,
35, and 36).
In addition the Yiddish theatre played an important role in the cultural explosion
in New York during this period. Situated on Second Avenue in New York, Jacob Adler,
Boris Thomashefsky, and David Kessler represent the great actors of the first

generation
(1890-1920). Jacob Adler’s daughter Stella Adler, later became the teacher for an
incredible number of influential actors in the 20
th
century: Marlon Brando, Sidney Lumet,
Montgomery Clift, Paul Newman, Martin Landau, Dustin Hoffman, Robert De Niro, Al
Pacino, Meryl Streep and Ellen Burstyn.
9

A variety of new dances such as the cakewalk and the Charleston were developed
in Congo square in New Orleans during 1870-1910. These and other dancing styles were
subsumed by the dancing team of Vernon and Irene Castle. The Castles performed with
the James Reese Europe orchestra and their style of dancing became hugely popular in
the form of the “fox trot” which became the essential dance step for Americans in the
1910s. Irene Castle’s clothing styles also played an important role in influencing new
fashions in women’s clothing. The more informal dresses of the 1920s played a
significant role in making it possible to develop the new and athletic dances such as the
“jitterbug” and the “lindy hop.” The Castles served as models for Fred and Adele Astaire
and ultimately for Astaire and Ginger Rogers.
Finally, technological developments in the recording industry created yet another
layer to the history of popular songs in America. The 12 inch 78 r. p. m. disc was
invented in 1902 and the two sided 78 disc was introduced in 1904 by RCA Victor and
Columbia. Enrico Caruso, the Italian opera singer, demonstrated that vocal music could
be commercially successful during the period from 1906-1921. In 1919, the song “Mary”
sold 300,000 recorded copies and another song “Dardanella” sold about one million
copies. This illustrated clearly the emerging commercial power of the recording industry
to songwriters and performers. Paul Whiteman’s “Whispering” in 1920 sold over two
million copies and established the enormous economic potential of recordings. The
invention of electrical recordings resulted in greatly improved fidelity in 1925 and the
corollary development of sophisticated “microphones” led to the emergence of the
microphone singers and their huge popularity on the radio, recordings and in the movies.
10

In response to this, ASCAP (American Society of Composers, Authors, and
Publishers) became the controlling force for records, sheet music, radio and movies
during the 1920s. The result was that the songs performed on recordings, radio and
movies were essentially written in a style born in vaudeville and other forms of musical
theatre from 1890-1920. The potential for the exploitation of the characteristics and
differing potentials of each of the new media would have to wait until the 1940s
following devastating litigations and work strikes by ASCAP and the musicians’ unions.
This leads to a different story, culminating in the rise of “country” music, “country” blues,
rock ’n roll, rap music, etc.; styles which have replaced the standard songbook and have
dominated American culture from 1950-present.
In this paper, selected works of four songwriters, Jerome Kern, Irving Berlin,
George Gershwin and Cole Porter, are studied in some detail. They were the central
figures in establishing the nature of the American standard songbook. In this respect their
songs represent the very best of the many artistic products created during the cultural
explosion articulated above.

11

CHAPTER 2

Before launching the actual analysis of the songs by the four founding composers of
the American standard songbook, I will present a brief overview of some of the most
significant terminology and analytical methodologies that will be utilized in the chapters
that follow.
1
A basic knowledge of the rudiments of musical notation and music theory is
assumed. The current chapter is divided into eight sections: 1) the form (or design) of the
songs; 2) the essential elements of melodic construction in these songs; 3) some unique
harmonic aspects featured in the songs; 4) some special rhythmic aspects of the songs; 5)
the lyric and its significance to the popularity of the songs; 6) a brief introduction to the
Schenkerian analytic method and its processes for revealing the deep structural design of
the songs; 7) a short survey of the major singers who have performed and preserved the
legacy of the American popular songbook; and 8) a very basic discography of the works
of the four chosen composers.
1. Form
The two primary sections which comprise the basic design of American popular
songs are the verse and the chorus (or refrain). The historical development of this verse-
chorus pattern was traced in the introduction. By the “Tin Pan Alley” period (1910-1950),
the function of each section was firmly established: 1) the verse generally provides a
background to the following chorus section, and it is usually played or sung in a more
12

relaxed or explanatory fashion; 2) the chorus is the principal part of the song, and it
contains characteristic rhythms and memorable melodies. Furthermore, the verse section
was frequently dropped when the songs were recorded due to the limited space available
on 78 r. p. m. records. This, in turn, led to the verses being dropped in most live
performances outside of Broadway stage productions. Consequently, “the chorus” largely
represents the remembered form for American popular songs.
The most typical design of the chorus is a “32- bar form,” consisting of A
1
A
2
BA
3
.
Each section normally comprises 8 measures and the B section is called the bridge or
release (and occasionally the “channel”). Standard modified versions such as A
1
B
1
A
2
B
2
,
A
1
BA
2
C, and A
1
BA
2
A
3
are also utilized. On occasion, the length of 32- measures is
stretched to a much longer duration for various reasons; perhaps, to comply with the
dance routines in a movie scene or simply because the tempo (et. al.) seems to require
extended phrases. Two famous examples are, 1) “Let’s Face the Music and Dance” by
Irving Berlin which is 56 measures long and 2) “Begin the Beguine” by Cole Porter
which lasts over 100 measures.
2. Melody
The melodies of the songs are constructed primarily with the diatonic scale degrees of
their corresponding harmonic tonal centers. The expected non-harmonic tones are utilized
as are the standard chromatic elements (temporary tonicization and modal mixture) from
western European music of the common practice period. Melody is the most important
aspect of the songs and the songwriters are frequently referred to as “tunesmiths.”
13

The composers utilize recurring motivic fragments (or cells), which for the most part
are combined with unique rhythmic figures. Among the various terminologies which
describe melodic contour, the ones most frequently encountered in this paper are as
follows: 1) ascending motion; 2) descending motion; 3) the apex note that is defined as
the highest pitch in the melody; 4) the nadir note is defined as the lowest pitch in the
melody. In general, both the apex and nadir pitches provide rather significant functions in
the larger scheme of the overall melodic shape. Moreover, the octave image of these two
notes, also, bears considerable weight in connection to defining the deeper structural level
progressions of the song; 5) the term “headtone” is taken from Schenkerian theory. It
essentially denotes the most important structural note near the beginning of the melody
and it is represented by an open-faced note in the analytic graphs; 6) the pentatonic scale
is a scale which consists of 5 pitches, and is a prominent feature in much of the folk
music on our planet. This scale (c
H , d
H , e
H , g
H , a
H and its transpositions) is extensively
used in this music and occurs very often in Gershwin’s songs; for example, his song
“How Long Has This Been Going On?” utilizes a pentatonic scale, g
H 1
- a
H 1
- b
H 1
- d
H 2
-
e
H 2
(except for the blue 3
rd
in measure 7).
Example 2-1. George Gershwin, How Long Has This Been Going On?, measures 1-8

7) in the above example, the b
♭1
in measure 7 (“go”) is a good example of the “blue 3
rd
.”
It is the lowered third scale degree, clearly influenced by the “blues style” from African-
American culture. Other blues-derived pitches include the ♭5, ♭6, and ♭7 and these
pitches are also employed in many Tin Pan Alley songs.
14

Example 2-2. Blue notes

In this paper, I will utilize the registral pitch identification system diagramed in the
example below.
Example 2-3. Registral pitch designations

C
1
C c c
1
c
2
c
3

3. Harmony
The harmony in American popular songs, essentially, utilizes the traditional and
universal harmonies derived from the major/minor tonal music of Western Europe from
1650-1900. However, these songwriters assimilated the then current components of the
emerging African American musical culture in America. These new sounds enrich the
melodies and harmonies of their songs. A basic list of devices which are utilized most
frequently in their harmonic language includes the following: 1) added note harmonies
which originated from certain voice-leading processes. The most frequently encountered
such harmony is the triad with the added sixth which can be observed in the example
below. There are two competing symbologies for this chord type: 1)
+6
or 2)
add6
. This
sound is, of course, a familiar one in Western European music, however the chord would
15

have been heard as an e minor 7
th
chord in first inversion. In this example it is clearly
heard as a G triad with the added note.
Example 2-4. Irving Berlin, Say It Isn’t So, measures 1, added 6
th
note

Melodies constructed from quite extended tertian structures are also employed by these
composers, particularly Kern, Porter, Ellington and Strayhorn. Below is the beginning of
a Strayhorn’s composition, “Chelsea Bridge.” Note that the primary melody notes in
measures 2 and 3 are the augmented 11
th
s of the functional harmonies.
Example 2-5. Billie Strayhorn, Chelsea Bridge, added 9
th
and 11
th
notes

2) the use of blues-derived harmonies which were referred to above in the Melody section.
It was, in particular, a favorite device of Gershwin, especially the IV
♭7
chord; 3) modal
mixture (or interchange) which is a simple borrowing of harmonies from the parallel
mode (major or minor). Frequently, a song in a major key borrows a harmony from its
parallel minor scale. The example below shows the most typical case of mode borrowing,
the tonal center is C major but the opening iio is borrowed from the parallel minor mode.
This is a favorite chord of Cole Porter in various contexts.
16

Example 2-6. Cole Porter, Night and Day, measure 1

C major: iio
(added 11)

4) harmonic progressions which result from large scale linear intervallic patterns produce
elaborate circle of 5
th
progressions by a quite complex process illustrated below from
Kern’s “Yesterdays”;
Example 2-7. Jerome Kern, Yesterdays, Circle of 5
th
s

5) some composers also utilize parallel harmonies in which the chords are used
principally as color rather than as function. Ellington, not surprisingly, was fond of
Debussy, Ravel, Delius, et. al.
Example 2-8. Duke Ellington, Sophisticated Lady, parallel harmonic progression

17

4. Rhythm
Before 1900, the most prevalent meter in popular songs in America was the waltz, 3/4
or 3/8. However, with the introduction of simple syncopations in the so-called “coon
songs” such as “Hello, Ma Baby” and other “rag” influenced songs, a new type of song
began to emerge. Synchronously, the merging of the influences of Harlem with those of
Hester Street (i.e. the Jewish community) instigated the development of this new
syncopated song. This idea is developed in the chapters on Berlin and Gershwin, in this
paper. By the second decade in the 20
th
Century, new dance crazes beginning with the fox
trot, and extending to the turkey trot, tango, bunny hug thoroughly changed the popular
music domain. As a consequence, most of the popular songs during Tin Pan Alley period
employ the meter signature of either 4/4 or to comply with the popular dances of the
period. One of the most popular syncopated rhythmic motives that originated from dance
is the Charleston pattern, . Gershwin utilized this rhythmic pattern in the song “I
Got Rhythm.” Notice that the Charleston rhythmic pattern in this song is constructed of
modified pitch and rhythmic retrogrades.
Example 2-9. George Gershwin, I Got Rhythm, measures 1-4

Most significantly, the popular songs of the 1910-1950 period absorbed the
“swing” feel of jazz in both subtle and later obvious ways. As a result the performers
imbued with the nuances of jazz phrasing brought a new attitude to the performances of
popular song (Armstrong, Crosby, Astaire, etc.)
18

5. The Lyric
To the perpetual question of “Which comes first, the melody or the lyric?” for the
songs of this period, the definitive answer is “the melody.” Songwriters usually
constructed the melody first, then the lyricists would compose a text for the tune. It was a
rather rare occasion when the process was reversed. One such occurrence was the song
“The Last Time I Saw Paris” by Jerome Kern and Oscar Hammerstein II. It is essential to
note that the opposite procedure was normally utilized in the historical creation of the
European art songs of the 19
th
century. Those composers usually put music to pre-
existing poems.
The lyricists during the heyday of “Tin Pan Alley” deserve more careful attention;
frequently it is the words which perfectly match the melodies and thereby make a
particular song memorable. Most lyricists were masters at utilizing colloquial idioms and
rhyming schemes which were effective in evoking meaningful sentiments. Irving Berlin
and Cole Porter wrote both the music and lyrics for their songs, and both were quite
skillful in both domains. A list of the important lyricists who worked with Kern and
Gershwin includes:
1) Otto Harbach: with Jerome Kern
2) Oscar Hammerstein II: with Jerome Kern
3) Buddy DeSylva: with Jerome Kern and George Gershwin
4) Dorothy Fields: with Jerome Kern
5) Ira Gershwin: with George Gershwin and Jerome Kern
6) Johnny Mercer: with Jerome Kern
19

Other lyricists during this period that deserve recognition would include Howard Dietz
(with Harold Arlen), Lorenz Hart (with Richard Rodgers), E. Y. Harburg (with Harold
Arlen, Burton Lane, and Vernon Duke), and Ted Koehler (with Harold Arlen).
6. The Schenkerian analytic method
2

For the detailed analysis of each song in this paper, the Schenkerian method with
some modifications is employed. The basic contributions of the Schenkerian procedure
are as follows: 1) it reveals aurally a multiplicity of hierarchic levels occurring
simultaneously in tonal music; 2) the essential voice leading in the music is reduced to a
two voice linear framework (Ursatz), consisting of a fundamental melodic line (Urlinie)
and bass progression (Bassbrechung). Using this analytical method it is possible to
illustrate the contrapuntal structural design of an entire song very concisely when
compared to any other musical analytic methods currently available; 3) every musical
event within a composition is either structural or prolongational at some perceptual level.
Musical style is largely the result of the processes of prolongation; 4) there are specific
prolongational processes which are indigenous to these songs and these composers; linear
intervallic patterns, unfoldings and linear progressions. These techniques, and others, will
be illustrated and defined carefully in the analyses of the individual songs in the
following chapters.
7. A Brief Outline of the History of Pop and Jazz Singing
Forbearers:
Bessie Smith {Ethel Waters, Alberta Hunter, Marion Harris}
Al Jolson, Al Bowlly, Rudy Vallee
20

Bessie Smith stands near the mid-point between the black and white traditions in the
American popular music of the 1920’s and clearly represents the highest peak attained by
black pop music in that decade. Her style “city blues” (or “vaudeville blues”) developed
in a pattern which brought about a gradually decreasing connection in style with both jazz
and the “country blues.” In its ever-increasing “whiteness” it became more of a
mainstream feature of the general society of America in the 1920s. This classic blues
craze happened to reach its zenith at the very moment in time when Smith was ready to
record. Her style began to fall out of fashion paradoxically in Harlem in the late twenties,
when Louis Armstrong’s rhythmic innovations first took hold among performers and
listeners. Smith was, however, the first recording artist to use the new recording medium
to express a complete personality and she is the precursor for all that would follow.
Early (transitional) microphone Singers:
Ruth Etting, Helen Morgan, Anette Hanshaw
Gene Austin, Cliff Edwards
Cliff Edwards was one of the biggest stars on Broadway in the 1920’s and was probably
MGM’s most frequently employed comic-singer in the 1930’s. He constructed “scat
solos” that predicted Leo Watson and therefore ultimately Ella Fitzgerald. He was largely
perceived as a comic and his particular sense of humor immediately dates him to modern
audiences. He is largely remembered as the voice of Jiminy Crickett in Walt Disney’s
great animated film Pinocchio. Some of his best records resemble, oddly enough, those
of Bobby McFerrin.

21

The Foundation for Jazz and Pop Singing:
Louis Armstrong and Bing Crosby
Louis Armstrong was as much a singer (and largely a pop singer) as an instrumentalist
throughout his long career. His biggest hits were vocal numbers and he capped his career
with predominantly vocal performances. He remains totally original and unique to this
day. He became the musical father of every singer with an idiosyncratic timbre (Joe
Williams, Ray Charles, Mel Tormé, Dr. John, etc.) and, more significantly, he is the
patriarch of every singer who grounds their style in “swing,” including Bing Crosby,
Frank Sinatra, Billie Holiday and Ella Fitzgerald.
Bing Crosby achieved peaks of success unmatched by any other singer in American
popular music history. He introduced more songs that became listed on “Your Hit
Parade” or other best-seller charts than any other performer of classic song. And, he
ranked among the top box-office money-makers in Hollywood films for eighteen
consecutive years. It was Crosby that severed the tie to European models and thereby
essentially invented a new approach to American popular music microphone singing. He
absorbed the influences of both Armstrong and Bix Beiderbecke: 1) their approach to
melodic organization; 2) their use of rhythm; and 3) their concept and vocabulary of
improvisation. He created a perfect balance between conversational and purely musical
singing – and, even more significantly, between personality and character.

22

The Sources for Females in Jazz Singing:
Billie Holiday and Ella Fitzgerald
Billie Holliday was the first deeply psychological singer. She made the words and the
music subordinate to the internal emotions that her singing seemed to suggest. Her style
is evident in every vocalist of emotional intensity, from Judy Garland to Dinah
Washington to Cassandra Wilson. She always had an off-center way of relating to the
beat and as her mastery of time grew stronger she perfected the dramatic effect of
dropping behind the beat to create a disconcerted feeling but then shifting back to the top
of the beat to re-establish equilibrium. This device was used in particularly stunning ways
by her daughters in song, Anita O’Day, Marilyn Moore, Martha Raye (yes, that
Martha Raye!) and Chris Connor in the 1940’s and 1950’s and currently, Madeliene
Peyroux among many others.
Ella Fitzgerald’s singing was always unparalleled in both technique and style. Blessed
with perfect-pitch and a 2 ½ octave range she could hit any note that an alto saxophone
can play. Her tone quality is natural and clear and it scarcely shifts from register to
register. Her singing is unpretentious and extremely intelligent – always tasteful, no
matter how complex. And her sense of time is perfect; i.e., she had perfect-pitch and
perfect-place! That is why jazz instrumentalists referred to her frequently as Lady Time.
Her voice is so lovely that it takes time for one to fully appreciate its ultimate beauty. Her
Songbook recordings in the 1950’s and 1960’s were a truly astonishing gift to the
heritage of the composers discussed in this paper.

23

Most Significant White Female Singers of Early Jazz and Pop:
Mildred Bailey, Connee Boswell, Lee Wiley
Lee Wiley possessed a sweet, sultry toned alto voice that critics frequently called “sexy”
or “erotic.” She sang in a softly intimate, one-on-one manner in a very straight forward
and unforced style. She made an indelible impact on classic pop by being the first singer
to take seriously the best songs of individual composers and lyricists and showing how
they could be turned into musical art. Wiley recorded a trailblazing series of classic pop
composer albums- first Gershwin, then Rogers and Hart, Cole Porter, and Harold Arlen.
These were the first albums (collections of 78 rpm discs) by a major singer spotlighting
the work of individual composers. They were followed in later years by similar efforts
by Ella Fitzgerald, Susannah McCorkle, Rosemary Clooney, Bobby Short, Mabel Mercer
and others. She may well have been the individual who introduced the actual idea of the
“standard.”
Male Crooners of the Big Band Era:
Dick Haymes, Russ Columbo, Perry Como, David Allyn
David Allyn was a terrific singer and, perhaps, the very best interpreter of Jerome Kern.
Unfortunately his personal life was essentially a disaster and much of his recorded legacy
is currently out of print.
Female “Canaries” of the Big Band Era:
Barbara Lea, Ivy Anderson, Helen Forrest, Helen O’Connell, Jo Stafford,
Margaret Whiting, Doris Day, Dinah Shore, Kay Starr

24

Stars of Broadway and Hollywood:
Fred Astaire, Dick Powell, Brian Stokes Mitchell
Alice Faye, Ethel Merman, Judy Garland, Lena Horne, Barbara Streisand,
Barbara Cook, Liza Minnelli, Audra MacDonald
Fred Astaire’s singing style was more laid back and less spectacular than his dancing
style, but no less masterful in projecting the very core of a song. His vocal timbre was
smooth, with hardly a trace of vibrato, and his intonation was impeccable. He phrased
naturally and clearly in a way that was simultaneously relaxed, graceful, elegant, witty,
sincere and engaging. Astaire’s singing always reveals a deep understanding of the lyric
and exactly how it relates to the song’s melodic line. This probably explains why he was
the favorite singer of more great songwriters than any other performer. The last word that
Gershwin uttered before dying was, “Astaire.”
People either love Judy Garland or detest her. She possessed a big, open-throated and
resonant voice that, even when she was a young person, could fill a large theater without
a microphone. This mixture of such a powerful voice with the appearance of fragility and
vulnerability (she was quite small and emotionally flawed) was something that no other
popular singer has had in quite the same combination. But, unlike that other most famous
“belter,” Ethel Merman, Judy Garland could also sing softly, intimately and tenderly.
However, even in a quiet ballad she had a light, unabrasive quaver that gave her singing a
compelling quality. Moreover, she was an extraordinary actress (both comic and
dramatic), so she could convince a listener that he/she would never hear a particular song
25

sung any better. There is no doubt, however, that later in her career she could be
overbearingly and excessively “dramatic” on some occasions.
The Cabaret Singers:
Bobby Short, Mabel Mercer, Sylvia Syms
Modernism (1) Bebop:
King Pleasure, Eddie Jefferson, Jon Hendricks, Annie Ross
Modernism (2) Mainstream Modern Jazz:
Nat Cole, Billy Eckstein, Jimmy Rushing, Joe Williams, Al Hibbler, Johnny
Hartman, Lou Rawls
Sarah Vaughn, Dinah Washington
Sarah Vaughn had musical and vocal abilities equal to those of Ella Fitzgerald. And she
had a much deeper toned voice which was capable of a wider emotional range. Her great
flaw was that she (or her managers) never understood completely the concept of the
“record album” in the same way as Ella and Sinatra, therefore, there are very few if any
truly great albums from her.
Modernism (3) Cool:
Mel Tormé, Jackie Paris
Anita O’Day, June Christy, Chris Connor, Teddi King, Jeri Southern, Helen
Merrill
Mel Tormé was one of the greatest interpreters of lyrics in musical history; his ability to
breathe life into the words of a song rivaled Billie Holiday and Frank Sinatra. He also had
one of the most highly developed senses of rhythm in all of music. In addition he had a
26

beautiful and quite unique voice (he was pegged the “velvet fog” early in his career) and
a flawless sense of pitch (similar to Ella Fitzgerald and Sarah Vaughan). Finally, as an
improviser he was matched again only by Ella and Sarah. These three singers were able
to create an art form in which interpretation, improvisation and composition became
completely unified.
Sinatra and His Protégés:
Frank Sinatra, Buddy Greco, Sammy Davis, Steve Lawrence, Bobby Darin, Vic
Damone, Dean Martin, Tony Bennett, Jack Jones
Peggy Lee, Keeley Smith
Frank Sinatra has become a genuinely mythic figure. He was perhaps the biggest star in
a century of celebrity. He is almost universally regarded as the greatest of all of the male
singers of classic pop. Like Crosby before him (and Presley after him) he changed the
course of popular music through the innovations that he popularized. Crosby’s approach
to singing was influenced by the bouncy phrasing in the jazz of Louis Armstrong.
Sinatra’s was equally influenced by the smooth ballroom dance band style of Tommy
Dorsey and his Band. Just as Dorsey would take long, lyrical solos without pausing for
breath, so Sinatra developed a manner of singing in a long, continuous line, linking
phrases without pausing to breathe. He accomplished this feat through rigorous breath
training. Like a trombone, he also augmented his elegant legato phrasing with a subtle
use of portamento. Most significantly of all, Sinatra took full advantage of the
microphone to bring a deep intensity and intimacy to his singing. Because he always
27

maintained a natural, conversational tone of voice, never belting, Sinatra’s singing has
always seemed startlingly intimate.
Singing Horn Players:
Jack Teagarden, Louis Prima, Chet Baker
Singing Pianists/Composers:
Fats Waller, Hoagy Carmichael, Johnny Mercer, Dave Frishberg
Blossom Dearie, Shirley Horn, Nina Simone
“Daughters” of Billie, Ella and Sarah (the “Second Generation”):
Abbey Lincoln, Carmen McRae, Maxine Sullivan, Betty Carter, Shelia Jordan,
Rosemary Clooney, Susannah McCorkle, Joanie Sommers
Contemporary Female Singers:
Carol Sloane, Ann Hampton Calloway, Tierney Sutton, Holly Cole, Patti Austin,
Karin Allyson, Kitty Margolis, Cassandra Wilson, Nancy King, Patricia Barber,
Diana Krall, Jane Monheit, Stacey Kent, Neena Freelon
Contemporary Male Singers:
Andy Bey, Kevin Mahogany, Kurt Elling, Mark Murphy, Bobby McFerrin, Harry
Connick, Jamie Cullum

8. A very basic discography of the works of the four chosen composers
There have been regular revivals of many of the Broadway shows in which most of
the songs examined in this paper originated and , of course, the films which featured the
songs of Kern, Berlin, Gershwin and Porter remain largely available on either video tape
28

or DVD. However, it is in the form of audio recordings that the legacy of these
composers work is primarily preserved (78 R.P.M. recordings, LPs or CDs). Below is a
very basic discography divided into four parts: 1) collections of the composers’ works in
anthologies by a multiplicity of performers; 2) songbooks by individual singers devoted
to a particular composer; 3) general recordings by female singers in which the songs of
Kern, Berlin, Gershwin and Porter are featured; and 4) similarly, the general recordings
by male singers featuring the songs of the four composers.
Anthologies
Jerome Kern: Smithsonian Collection – American Songbook Series (Smithsonian)
Till the Clouds Roll By (Living Era)
Complete Jerome Kern Songbooks {3 CDs} (Verve)
Irving Berlin: Smithsonian Collection – American Songbook Series (Smithsonian)
A Hundred Years (Columbia)
Puttin’ on the Ritz (Capitol)
The Gold Collection (Fine Tune)
George Gershwin: Smithsonian Collection – American Songbook Series (Smithsonian)
Fascinatin’ Rhythm (Capitol)
The Essential George Gershwin (Columbia)
The Complete George Gershwin Songbooks {3CDs} (Verve)
Cole Porter: Smithsonian Collection – American Songbook Series (Smithsonian)
Night and Day (Verve)
Songbook (United Audio)
29

A Centennial Celebration (BMG)
It’s De-Lovely (Bluebird)
A Great American Songwriter (Varese Sarabande)
Songbooks by Individual Performers
Lee Wiley: Sings Irving Berlin (Collector’s Choice)
Sings Gershwin and Cole Porter (Audiophile)
Ella Fitzgerald: The Complete Songbooks {13 CDs} (Verve) Includes
Jerome Kern
Irving Berlin {2 CDs}
George Gershwin {3 CDs}
Coke Porter
Harold Arlen
Rodgers and Hart
Johnny Mercer
Duke Ellington {3 CDs}
Rosemary Clooney: The Songbook Collection {6 CDs} (Concord) Includes
Ira Gershwin
Cole Porter
Harold Arlen
Irving Berlin
Johnny Mercer
Rodgers and Hart
30

Chris Connor: Sings the George Gershwin Almanac of Song {2 CDs} (Atlantic)
Susannah McCorkle: Easy to Love [Cole Porter] (Concord)
Let’s Face the Music and Dance [Irving Berlin] (Concord)
Someone to Watch over Me [Gershwin] (Concord)
Sarah Vaughan: The George Gershwin Songbook {2 CDs} (Emarcy)
Bobby Short: Loves Cole Porter (Atlantic)
David Allyn: A Sure Thing [Jerome Kern] (World Pacific)
Sylvia McNair: Sure Thing [Jerome Kern] (Phillips)
Patti Austin: Avant Gershwin (Rendezvous)
General Recordings (Female Singers)
Connie Boswell: Heart and Soul (Living Era)
Mildred Bailey: Mrs. Swing {4 CDs} (Proper)
Helen Forrest: I Had the Craziest Dream {4 CDs} (Jasmine)
Jo Stafford: Yes Indeed {4 CDs} (Proper)
Maxine Sullivan: Moments Like This {2 CDs} (Proper)
Dinah Washington: Definitive (Verve)
Margaret Whiting: Moonlight in Vermont (Living Era)
Jeri Southern: Decca Years (Decca)
Teddi King: In the Beginning (Baldwin Street)
Marilyn Moore: Moody Marilyn Moore (Bethlehem)
Sylvia Syms: Lovingly (Atlantic)
Peggy Lee: Great Ladies of Song (Capitol)
31

Sarah Vaughn: Diva (Verve)
Carmen McRae: Diva (Verve)
June Christy: The Best (Capitol)
Blossom Dearie: May I Come In? (Capitol)
Nina Simone: Bittersweet (BMG)
Etta James: Time after Time (Private Music)
Kitty Margolis: Live at the Jazz Workshop (Mad Kat)
Dee Dee Bridgewater: Live at Yoshi’s (Verve)
Karrin Allyson: In Blue (Concord)
Ann Hampton Callaway: Easy Living (After9)
Tierney Sutton: I’m with the Band (Telrac)
Billie Holiday: Lady Day – The Complete Recordings 1933-44 {10 CDs} (Columbia)
Anita O’Day: Complete Recordings on Verve {9 CDs} (Mosaic)
Diana Krall: Live in Paris (Verve)
Ethel Merman: An Earful of Music (Living Era)
Judy Garland: Very Best (TCM)
Barbara Cook: From the Heart (drg)
Audra McDonald: How Glory Goes (Nonesuch)
General Recordings (Male Singers)
Bing Crosby: It’s Easy to Remember {4 CDs} (Proper)
Nat Cole: Cool Cole {4 CDs} (Proper)
Frank Sinatra: Greatest Hits (Columbia)
32

Sinatra recorded 13 albums for Capitol and all of them are essential in establishing the
American standard songbook. I have chosen the seven most significant.
Songs for Young Lovers (Capitol)
Swing Easy (Capitol)
In the Wee Small Hours (Capitol)
Songs for Swingin’ Lovers (Capitol)
A Swingin’ Affair
Come Fly with Me (Capitol)
Only the Lonely (Capitol)
Ring-a-ding ding (Reprise)
Mel Tormé: Jazz and Velvet {4 CDs} (Proper)
Lulu’s Back in Town (Bethlehem)
Sings Fred Astaire (Bethlehem)
Dick Haymes: Little White Lies (Living Era)
Fred Astaire: Essential Collection (West End)
Chet Baker: Sings (Riverside)
Tony Bennett: Sings Berlin (Columbia)
Joe Williams: Definitive (Verve)
Johnny Hartman: Unforgettable (Impulse)
Andy Bey: Ballads, Blues and Bey (Evidence)
Mark Murphy: Once to Every Heart (Verve)
Kevin Mahogany: My Romance (Warner)
33

Jeffery Smith: A Little Sweeter (Verve)
Kurt Elling: Live in Chicago (Blue Note)
Brian Stokes Mitchell: Brian Stokes Mitchell (Playbill)
At the conclusion of the analytic study of each song in this paper, there is
included an “A Partial History in Recordings” of each song. This is not intended to be
exhaustive but it does include most if not all of the most significant vocal recordings of
each song. The recording history lists the artist and the year of the recording only. The
reason for this is that record companies are constantly releasing CDs in new packages and
some of the older recordings are in the public domain because the original labels have
gone out of business. As a result any list of sources would become almost immediately
dated. By indicating the year of recording and the artist it is possible to consult any of the
historical discographies (for jazz performers and singers The Jazz Discography by Tom
Lord is the primary source) and the internet (Amazon.com) to find a currently available
recording that would contain a particular performance. However, the partial discography
from above contains many of the performances mentioned at the end of the discussion of
a particular song.

34

Chapter Two Endnotes

1
The content of the current chapter is modeled after Allen Forte’s The American
Popular Ballad of the Golden Era 1924-1950 (Princeton: Princeton University Press,
1995), 6-51.

2
For more extensive information about the Schenkerian procedure, please refer to An
Introduction to Schenkerian Analysis by Allen Forte and Steven Gilbert.

35

CHAPTER 3
Jerome Kern (1885-1945)
Born as the sixth son in the upper middle class home of Henry and Fannie Kern in
New York City, Jerome David Kern had a comfortable childhood. Henry Kern was a
German immigrant and Fannie Kakeles was born in New York into a Bohemian
immigrant family. Among the seven sons that the Kerns brought into the world, only
three survived infancy or early childhood. Kern’s mother provided a culturally rich
environment and his father created a financially sound home. Jerome revealed musical
talent early to his mother’s delight. Being an amateur pianist herself, his mother provided
him piano lessons and wished that he might become a classical musician. However, after
attending his first Broadway musical as a birthday gift at the age of 10, Kern’s love for
popular music and theatre music emerged. Kern proudly revealed his talent in music
during high school, where he not only played piano and organ but was also involved in a
school production of the musical The Melodious Menu in 1901.
After leaving high school, he briefly visited Europe where he took private music
lessons in Germany. When he returned to the United States, he made a decision to
become seriously involved with the world of musical theatre. He got jobs as a staff
person at the Lyceum Publishing Company, then at the Shapiro-Remick Company and
eventually at Harms as a song plugger. He also began taking piano, orchestration and
theory lessons at the New York College of Music. Kern’s first sheet music composition
36

“At the Casino,” a piano piece, was published in 1902 by Lyceum, followed by “In a
Shady Bungalow” in the next year. In 1903, Kern wrote a song “How’d You Like to
Spoon With Me?” with Edward Laska which was interpolated into the British import
musical The Earl and the Girl and it became his first American “hit” song.
The following eight years turned out essentially to be Kern’s apprenticeship
period: he wrote approximately one hundred theatre songs and almost all of them were
eventually interpolated into other composer’s scores. In this process he not only
sharpened his musical craft in song writing, but also learned a great deal about staging
and other production techniques. This period also provided him an opportunity to begin
to envision the musical as more of an incorporated production; unlike the norm for
musical productions of that time, which featured potential “hit” songs surrounded by
variety acts (dance, comedy, skits, etc), all of which had little connection to the processes
involved in creating an integrated plot for the show.
Kern lost both of his parents rather early in his life, his mother died from cancer
in 1907 and his father from pernicious anemia the following year. In 1910, Kern married
Eva Leale who was the daughter of a hotel landlord in England. They remained married
for the remaining thirty five years of Kern’s life.
It was after his marriage that his career in the music business blossomed. The Red
Petticoat (1912) was Kern’s first complete Broadway stage score. Although Kern’s music
received rave reviews, the show was a failure. Kern’s professional status as a song writer
was endorsed by his colleagues and he became a charter member of ASCAP in 1914.
37

That same year, he produced a very popular song “They Didn’t Believe Me” for the
Broadway show The Girl from Utah. It remains a standard of the repertory to this day.
Elizabeth Marbury, an agent, producer and co-manager for the Princess Theatre in
New York, was in a rather desperate situation and needed to contrive a new format for
this financially troubled small theatre. She and others designed a formula that was to
become a significant innovation in the history of the American musical theatre. During
this time the American musical theatre was still under the heavy influence of the
European model for operetta which utilized spectacular sets and stage effects as the
central element for musical productions at the expense of clear plotting, musical
creativity or interesting choreography. But, the “Princess Shows” were to change this and
to provide, in short, a new stage aesthetic. In addition the smaller size of the theatre (less
than 300 seats) meant that there would be less admission income, and this resulted in
having to produce smaller, less extravagant shows. What resulted were shows without
huge stars that also had more simple sets, a reduced size of the orchestra and chorus, and
a smaller number of characters. These new shows contained much more intimate
dialogue, interesting twists in the plots, and most importantly, a much greater integration
of music with dance and humor. Essentially the finished products were integrated works
of a much heightened sophistication. Over a four year period, Kern wrote four musical
comedy shows for the Princess Theatre: Nobody Home (1915), Very Good, Eddie (1915),
Oh Boy! (1917) and Oh, Lady, Lady (1918), and they were all very successful. It is also
important to mention that in 1915, Kern formed a creative partnership with P. G.
Wodehouse as a lyricist, and with Guy Bolton as the writer of the “books” (story). It
38

turned out that two shows on which they collaborated for the Princess theatre Oh, Boy!
and Oh, Lady, Lady were especially successful due to the interactive effort of the
partnership. Kern also worked with these two partners either separately or together for
several later productions.
Eight years into their marriage, Kern and Eva finally had a daughter, Betty, in
1918. Kern adored and spoiled his daughter and maintained an intensely close
relationship with her for the rest of his life. Kern’s creative energy was truly amazing
during the years from 1920 through 1926. He wrote eleven musicals and several other
songs that were interpolated into three other shows in which he was not the principal
composer. During this time frame his large and most admired shows were Sally in 1920
and Sunny in 1925. The largest presence on the musical stage of that time, Marilyn Miller,
was the heroine in both shows. The songs “Look for the Silver Lining,” “Sunny” and
“Who” were contained in these two productions and are among Kern’s supreme
achievements. Oscar Hammerstein II worked with him for the first time during the
production of Sunny as his lyricist.
Kern was always a voracious reader and during these years he encountered the
bestselling novel “Show Boat” by Edna Ferber. He immediately became mesmerized
with the story and quickly acquired the musical-comedy rights to the story in 1926. He
again chose Oscar Hammerstein II as his lyricist and the two of them proceeded to write a
show based on the very popular novel. They made a pivotal decision to emphasize the
integrity of the story and its characterizations and to integrate the music, dance and set
decorations in an attempt at a completely new sort of “musical play.” As a result it
39

became one of the two or three most profoundly influential productions in the history of
the American musical with a beautifully constructed plot and with the songs carefully
integrated in a process of multi-dimensional story telling. This show, in short, changed
the American musical in every aspect.
The musical play Show Boat opened at the Ziegfeld Theatre on December 27,
1927 and became an instant critical success. It ran in New York for two years and began
a national tour which eventually took it to European cities such as London and Paris.
Show Boat was also Kern’s great early triumph as a songwriter. Many songs from the
show, “Ol’ Man River,” “Only Make Believe,” “Bill,” “Why Do I Love You,” and
“Can’t Help Lovin’ Dat Man” became historic landmarks in the evolution of the art of
song writing in American musical history. The show became such an important model for
the American musical that it has been revived many times. It was also translated into a
motion picture format on three separate occasions; in a partially silent version in 1929,
and in full sound versions in 1935 and 1951. Eventually it received the highest tribute
that can be given to a Broadway musical by becoming part of the regular opera repertory
of the New York City Opera in 1954.
Kern tried other integrated theatrical adventures in the following years: 1) The Cat
and the Fiddle in 1931 without chorus girls and comedy routines and 2) Music in the Air
in the following year with music again being inseparable from character development and
plot lines. The latter show also contained one of Kern’s greatest ballads “The Song Is
You.” In the show Roberta (1933), Kern decided to go back to a more conventional style
of writing. He composed his last Broadway musical Very Warm for May in 1939.
40

Although it produced the precious ballad “All the Things You Are”, certainly among the
handful of greatest songs in American musical history, the production itself was a major
flop in critical terms. During the thirty-five years of his involvement with Broadway
productions, he composed music for thirty-eight musicals (either whole or partial) and in
addition supplied interpolated songs for over fifty other musicals.
The economic depression that began with the stock market crash in 1929
impacted every aspect of economic activities in America; Broadway production was not
an exception. Kern, like other song writers at that time, had begun to be involved with
Hollywood in the late 1920s and he mainly worked in the movie industry for the
remainder of his life. With the advent of sound movies, Depression-era-audiences
preferred the movie house with its lower admission prices to the theatrical stage
productions for their entertainment and, consequently, the demand for movie musicals
thereby increased. Producers in Hollywood busily purchased the rights to adapt popular
Broadway productions as movie musicals. Several of Kern’s successful Broadway
musicals were transformed onto the silver screen: Show Boat (1929), Sally (1929), Sunny
(1930), The Cat and the Fiddle (1933), Music in the Air (1934), Roberta (1935), Sweet
Adeline (1935), Show Boat (1936), Sunny (1941), Show Boat (1951) and Lovely to Look
At (a 1952 remake of Roberta). He also wrote songs for original movie musicals such as
I Dream Too Much (1935), Reckless (1935), Swing Time (1936), When You’re In Love
(1937), High, Wide and Handsome (1937) and Joy of Living (1938). Swing Time (1936),
in particular, was a wonderful success and frequently turns up on historical top ten movie
musicals lists. It produced many hit songs: “A Fine Romance,” “Waltz in Swing Time,”
41

“Pick Yourself Up,” “The Way You Look Tonight” and Kern won his first Academy
award with “The Way You Look Tonight.”
1937 was not a kind year for American popular music in general. Kern suffered a
major stroke and George Gershwin died from a brain tumor at the tender age of 38. As
Kern recovered slowly from the ordeal of the stroke, he began to write more music for
the movies. You Were Never Lovelier (1942) and Cover Girl (1944) both were quite
successful films and contained at least two superb songs, “Dearly Beloved” and “I’m Old
Fashioned”.
It is in retrospect rather ironic that Kern garnered his second Academy award in
1941 with the song “The Last Time I Saw Paris.” When Oscar Hammerstein had learned
about the fall of France to the Nazis during World War II, he wrote a lyric and he then,
asked Kern to compose a song to fit the lyric. Kern broke his sacred rule of songwriting
for the first time in his career when he accepted this request. He believed that the “music
always comes first and the words follow.” Nevertheless, when this song was first
performed by Kate Smith on the radio, the reception by the audience was electric. The
song captured the sensitive emotions of the nation and it instantly became hugely popular.
In the following year, the song was interpolated into the movie Lady Be Good which was
a film version of Gershwin’s successful Broadway show of 1924. This song remained the
only song that Kern did not write for a specific Broadway production or a movie.
Another incident occurred in 1941 which was perhaps one of the most memorable
events in the life of the now rich and famous song writer. His symphonic poem “Scenario
for Orchestra on Themes from Show Boat” was commissioned by Artur Rodzinski,
42

conductor of Cleveland Orchestra and the composition was played at Carnegie Hall with
the New York Philharmonic Orchestra! Other featured pieces were works by Beethoven,
Hindemith and Mendelssohn. His mother always wanted him to become a composer of
concert music and she finally had her belated wish. That concert triggered yet another
commission from Andre Kostelanetz, to celebrate the spirit of the American people. Kern
chose Mark Twain as his subject. His composition “Mark Twin: A Portrait for Orchestra”
was also performed among other works by reputable classical composers.
The “biographical movie” of Kern’s life Till the Clouds Roll By was made in 1944.
Though quite distant from the reality of his life, the movie contained 22 of his best songs
performed by several quite talented singers which almost guaranteed its commercial
success. It was not actually released until a year after his death.
During a business trip to New York to discuss the revival of his glorious Show
Boat and also a possible new Broadway show based on the life of Annie Oakley, Kern
collapsed with a fatal cerebral attack and after six days in a coma he finally died. He was
sixty years old. The unfulfilled project passed on to his competitor Irving Berlin and
Annie Get Your Gun became another landmark in the history of American musicals. The
revival of Show Boat was very successful in the next year and it ran for over 400
performances. Show Boat has been revived many more times. The most recent successful
revival directed by Harold Prince began in Toronto (1993) and was transferred to
Broadway and, eventually, to London and Australia, proving the lasting power of the
“first integrated musical play” in American musical history.

43

They Didn’t Believe Me 1914

Example 3-1.1. Jerome Kern, They Didn’t Believe Me, Lead sheet

44

Kern wrote this song for the 1914 Broadway musical comedy The Girl from Utah.
The show was originally imported from England with a score by the English theatre
composer Paul Rubens. In the process of transferring it to Broadway, eight songs with
music by Kern including this one were added. The process of interpolating songs was a
customary practice when adapting a musical production from Europe on its arrival in
America. This song brought Kern his major first success on the New York stage and it
became one of the year’s biggest song hits. It came close to matching the international
popularity of Irving Berlin’s “Alexander’s Ragtime Band.” Over two million copies of
the sheet music were sold. This song also marks the end of his function a composer of
interpolated songs and initiated his career as a songwriter for his own independently
produced shows.
Gerald Bordman, in his article “Jerome David Kern: Innovator / Traditionalist”
has used this song as a primary example of the innovative side of Kern. Before this song
appeared and became popular, the preceding hit songs from Broadway musicals and
revues were mainly waltzes or variant forms of the waltz, e.g. “The Bowery” and “After
the Ball.”
1
Bordman added that, “this song seemed totally free of Europeanisms and its
4/4 rhythm responded to the new American dancing craze and, especially, to the most
popular of the new American dances, the fox trot. This song is generally regarded as the
first 4/4 love ballad to become the principal song in a Broadway musical.”
2
In fact its
syncopated, yet relaxed manner is the true beginning of the authentically “jazzy”
American song and it certainly confirmed the wisdom of Kern’s initially hesitant shift
from the nineteenth century European and American formulas to that of the thirty-two bar
45

standard form of “Tin Pan Alley.” It was distinguished theater music that actually
incorporated the emerging “swing” qualities that were in their incipient form in 1914. As
perhaps the first stage ballad that was modeled on the “Tin Pan Alley” formula, it was
also “detachable” from its theatre context and could function as an independent song - but
a popular song of a decidedly higher class. For composers such as Gershwin, Porter and
Rodgers this song was like an answer to their youthful prayers. Although after firing this
pistol for a new kind of song in America, Kern declined temporarily to lead the way on
this new path (Gershwin became the titular leader), however, it was a major step for him
in developing a more streamlined and nonchalant American musical series of productions
at the Princess theater between 1915-18.
THEY DIDN’T BELIEVE ME
And when I told them
How beautiful you are
They didn’t believe me
They didn’t believe me!
Your lips, your eyes, your cheeks, your hair are in a class beyond compare,
You’re the loveliest girl that one could see!
And when I tell them, And I cert’nly am goin’ to tell them,
That I’m the man whose wife one day you’ll be
They’ll never believe me
They’ll never believe me
That from this great big world you’ve chosen me!
46

The text of this song was written by Michael E. Roverke using the pen name of
Herbert Reynolds. It uses urbane words which sound much like spontaneous conversation,
i.e. perfectly natural. Only at two places does he veer from the colloquial: 1) “are in a
class beyond compare” and 2) “you’re the loveliest girl that one could see.” Otherwise,
Kern’s casually sophisticated melody is a perfect match for Roverke’s words. Kern did
make one serious mistake by using a single triplet for the words “cert’nly am” in the third
strain. Singers have always changed this to “I’m cer-tain-ly going…”
3

The form of the refrain is rather odd for this time period. It is A
1
BA
2
A
3
and the
last A section is a concatenation of the latter half of A
1
with first part of the B
1
section.
The B
1
section features a tonal movement to the mediant minor (c minor) which was also
somewhat unusual during this time period.
Example 3-1.2. Jerome Kern, They Didn’t Believe Me, measures 1-8

This slow love ballad begins with a long and stepwise rising melodic line. The
first four measures are basically the dominant note e
♭1
moving up as an anstieg (initial
ascent) e
♭1
- f
H 1
- a
♭1
- b
♭1
- c
H 2
. The anstieg, proper, is indicated with stems, . The
c
H 2
is the headtone of the song. The dominant tone e
♭1
has multiple functions in the
song: 1) it is the dominant reference (a covering tone to the headtone, i.e. the e
b2
above
the headtone c
H 2
), 2) it is the nadir note, and 3) it is also the octave image of the apex
47

note. Also notice how Kern utilizes the three-note ascent a
♭1
- b
♭1
- c
H 2
repetitively and
slowly (almost statically) before finally reaching the goal tone of c
H 2
which then lasts for
one and a half measures.
In measures 5-6, the title phrase reaches e
♭2
, the apex note of the song, which
then immediately leaps down a perfect fourth to b
♭1
. The following repetition of the title
phrase also reiterates the same melodic contour but introduces the even bigger melodic
gap of the minor 7
th
interval which ends on an e
♭1
, the dominant note of the song. Both
the perfect 4
th
and minor 7
th
leaps correspond with the lyric “be-lieve,” the most
important word in the title. A d
♭2
(marked with a flag) in measure 7 functions as an
important middleground level passing tone between the headtone c
H 2
(m. 4) and e
♭1
(m.
8). This e
♭1
, however, is an octave displaced cover tone by the technique of register
transfer. Concluding the first phrase of the song by using the melodic interval of a
descending minor 7
th
was quite an unusual feature of song composition at this time in the
history of theatrical songs. The essential supporting harmonies for the A section are the
tonic and dominant of A
♭
major.
Example 3-1.3. Jerome Kern, They Didn’t Believe Me, measures 9-16

The first half of the B section consists of a string of quarter notes, simple yet
elegantly paired with the lyric “your lips, your eyes, your cheeks, your hair are in a class
beyond compare.” The d
♭2
in measure 9, once again functions as a passing tone to the
48

e
♭2
in measure 11 (now in the expected register) by the process of a modified, contour
sequence. The e
♭2
stays as a main melodic tone while the harmony modulates briefly to
c minor by introducing a temporary leading tone, b
H 1
. The e
♭2
is reestablished as an
apex note, emphasized by the lyric “(you’re) the loveliest girl” and then descends
stepwise back down to the headtone c
H 2
in measure 16.
Example 3-1.4. Jerome Kern, They Didn’t Believe Me, measures 17-32

The last 16 measures are essentially an augmented version of first A section:
measures 18-20 are identical to measures 2-4, measures 25-28 are the same as measures
5-8. Measures 21-24 simply prolong the headtone c
2
with an upper neighboring tone d
♭2

and finally measures 26-32 contain the concluding stepwise descent to the tonic a
♭1
.
The striking impression on one when listening to this song is the rather static quality of
its melodic construction. In fact the whole song is encased within a one octave span (e
♭1
-
e
♭2
). However, the major part of the song utilizes the upper register notes of that octave
(a
♭1
, b
♭1
, c
H 2
, d
♭2
, e
♭2
) resulting in an implied structural scale that is almost like a
pentatonic scale. The lower register notes (e
♭1
, f
H 1
, g
H 1
) are mainly used as pickups for
49

the phrase, that follows the dominant (octave) image of the apex note. The
aforementioned overlapping motivic material derived from section A
1
which is utilized
throughout the whole song, adds another dimension to its highly stationary condition.

“They Didn’t Believe Me”: A Partial Recording History
1) Artie Shaw Orchestra (1945)
2) Dinah Shore (1946)
3) Mel Tormé with Paige Cavanaugh (1947)
4) Dinah Washington with Quincy Jones Orchestra (1956)
5) Sylvie McNair and Andre Previn (1994)
Of all the Kern songs discussed in this paper “They Didn’t Believe Me” has probably
received the fewest recorded performances. It became a part of the repertory in the
1940’s after the death of Kern. Dinah Shore sang it in the movie Till the Clouds Roll By
and it was covered by Mel Tormé the next year in what is probably the definitive modern
performance.

50

“They Didn’t Believe Me”: Form A
1
BA
2
A
3

A
1

B

A
2

A
3

51

Look For The Silver Lining 1920

Example 3-2.1. Jerome Kern, Look for the Silver Lining, Lead sheet

52

This song was written for a Princess Theatre musical show named Sally in 1920.
It was produced by Ziegfeld and, the then current, biggest star in New York, Marilyn
Miller played the heroine Sally. This show also marks the end of a period in Kern’s
career during which he wrote rather “light,” dance-based shows of a smaller size. This
was, conversely, a rather extravagantly produced show by the Princess Theatre standards
and it lasted for 570 performances in New York. It was the largest grossing Broadway hit
up to that time and “Look for the Silver Lining” became a hugely popular song.
The show was made into film versions twice: 1) a silent version in 1925 and 2) a
sound version in 1929 by Warner Brothers/First National. In the sound film, the original
star from the Broadway production, Marilyn Miller, recreated the main role. However,
the movie brought a disappointing reaction from audiences despite its lavish production
numbers. Roy Hemming in his book The Melody Lingers On states that the probable
cause of its commercial failure at the box office was Miller’s rather small and largely
untrained voice (she always had major problems with intonation) and her much weaker
appeal as a screen actress compared to her utterly charismatic presence on the small stage
of the Princess Theatre.
4

Kern originally had written this tune for an abortive 1916 show, Zip Goes a
Million. The final lyric for the song in the current version was written by Buddy DeSylva,
a longtime “Tin Pan Alley” trained master. The rather didactic “philosophical” lyric is
saved by Kern’s almost folk-like tune which is so pure that it almost transcends the need
for harmony. DeSylva is famous for writing the lyrics for George Gershwin’s first
extended work, a “jazz opera” named Blue Monday (a 25 minute work) that was part of
53

George White’s Scandals of 1922. DeSylva later formed a triumvirate partnership with
lyricist Lew Brown and composer Ray Henderson, beginning in 1925 with the songs they
wrote for George White’s Scandals. This trio worked intimately and produced many
popular musicals (i.e. Good News!, Follow Thru) and songs (i.e. “You’re the Cream in
My Coffee,” “Button Up Your Overcoat,” “(Keep Your) Sunny Side Up,” “Life Is Just a
Bowl of Cherries”). The style of their songs also struck gold in Hollywood movies
particularly during the early years of the Depression and the team became emblematic of
the era. After the dissolution of their partnership in the early 1930s, DeSylva became a
producer for both films and Broadway shows.
Alec Wilder has proposed a theory of a growth process in Jerome Kern’s career as
a song composer which encompasses four time periods: 1) phase one (1902-15); 2) phase
two (1915-27); 3) phase three (1927-35); and phase four (1935-death).
5
As mentioned
above “They Didn’t Believe Me” was the climactic song which ended the first period in
Kern’s maturation. “Look for the Silver Lining” is probably his best (and certainly most
popular) song of the second phase. The third phase begins with the almost “shattering”
success of Show Boat and the last phase begins with Kern’s association with Fred Astaire
and Ginger Rogers and eventually Rita Hayworth and Gene Kelley in Hollywood. During
this continuous process of musical growth, Kern’s music became increasingly more
American, one might say in spite of Kern’s original intentions. It shows Kern’s ability to
adapt and points to his innate awareness of the emerging vitality in American music in
general. In this respect he left behind many of his colleagues and early heroes like Victor
Herbert, Rudolf Friml, and Sigmund Romberg.
54

LOOK FOR THE SILVER LINING
VERSE I
HE: Please don’t be offended if I preach to you a while,
Tears are out of place in eyes that were meant to smile.
There’s a way to make your very biggest troubles small,
Here’s the happy secret of it all:
REFRAIN
Look for the silver lining
Whene’er a cloud
Appears in the blue.
Remember, somewhere
The sun is shining
And so the right thing
To do
Is make it shine for you.
A heart, full of joy and gladness
Will always banish sadness
And strife,
So always look for
The silver lining
And try to find the sunny side of life.

55

VERSE II
SHE: As I wash my dishes, I’ll be following your plan,
Till I see the brightness in ev’ry pot and pan.
I am sure your point of view will ease the daily grind,
So I’ll keep repeating in my mind.
The form of the refrain is A
1
BA
2
C.
Example 3-2.2. Jerome Kern, Look for the Silver Lining, measures 1-16

The song begins with the titular phrase paired with a foreground descending
melodic line (g
H 1
- f
H 1
- e
♭1
) from the first note of the initial ascent, g
H 1
. This descending
melody contains two local upper neighboring tones, and is bracketed as motive x. This
figure articulates a superb text painting: the descending line (g
H 1
- f
H 1
- e
♭1
) represents
the gloomy reality while the upper neighboring motions (a
♭1
, g
♭1
) expresses the hope of
finding an escape. Motive x, throughout the song, is associated with either this titular
phrase or with optimistic lyrics such as “shining” or “joy and gladness.”
56

The melody then changes its direction and ascends in stepwise motion creating
the initial ascent (anstieg) g
H 1
- a
♭1
- b
♭1
to the headtone b
♭1
in measure 5. The
following leap of the perfect 4
th
upward to e
♭2
sounds quite refreshing because the
melody has been since the first five notes, made from essentially stepwise motion within
the E
b
major scale. Bordman, in his biography of Kern, said that if this song had been
composed by a less competent composer, the b
♭1
would have risen to a c
H 2
and would
then have been followed by a descending line as in measure 2.
6
However the leap to e
♭2

is immediately followed by stepwise descending motion which decorates the headtone
b
♭1
.

A pickup of e
♭1
- f
H 1
- g
H 1
for measure 9 recalls the ascending line first heard in
measure 4. However, this time a
♭1
is the arrival note supported by a subdominant
harmony (or supertonic). The a
♭1
triggers a pattern of ascending melodic gestures which
occupy measures 10-12, and eventually reach an e
♭2
in measure 13 which then descends
in measure 15 to a reiteration of the headtone b
♭1
.
It is interesting that Kern utilizes the identical melodic contour of measures 4-7 in
measures 8-15, doubled in duration and with the added anacruses.

57

Example 3-2.3. Jerome Kern, Look for the Silver Lining, melodic contours of measures 4-7 and
8-15

The anacrusis to b
♭1
in measure 11, c
H 1
- d
H 1
- f
H 1
, sounds like a rather odd
choice following the preceding anacrusis of e
♭1
- f
H 1
- g
H 1
to a
♭1
, perhaps, the more
obvious (but less interesting) note choices might have been f
H 1
- g
H 1
- a
♭1
. Also the leap
from the a
♭1
in measure 9 is the largest leap in the song, a minor 6
th
down to c
H 1
. Perhaps,
Kern is here predicting the appearance of the significant structural upper neighboring
tone c
H 2
an octave higher in measure 22 as well as the local upper neighboring tone
motions of measures 15-16. Measures 15-16 contain the only dotted rhythms in the entire
song with lyric “do is make it shine for you.” Alec Wilder mentions how magical these
two measures can be from his observations that people who are not able to follow the
song up to this point, seem quite capable of remembering and singing the rhythm and
melody (motive x) of these two measures.
7

58

Example 3-2.4. Jerome Kern, Look for the Silver Lining, measures 17-32

The melody in measures 17-24 is identical with measures 1-5 before arriving in
measure 23 at c
H 2
, which is a structural upper neighboring note to the headtone b
♭1
. This
time c
H 2
lingers over one whole measure. The following ascending leap to f
H 2
in measure
25 is noteworthy in two ways: 1) it is the apex note of the song now paired with the title
phrase, and 2) the c
H 2
- f
H 2
ascending leap reminds the listener of the aforementioned
rather surprising perfect 4
th
leap that occurred in measures 5-6. The f
H 2
, after a brief
downward leap to d
H 2
, is followed by a reiteration of motive x (descending now from d
H 2
- c
H 2
- b
♭1
with its appropriate upper neighboring tones) and this also recalls the
descending line in measure 6 (d
H 2
- c
H 2
- b
♭1
). The rest of the phrase embodies the final
descent of the fundamental melody (urlinie) from b
♭1
- a
♭1
- g
H 1
- f
H 1
- e
♭1
( ). The only two eighth notes in the entire song are used to set the lyric
“sunny.” Alec Wilder postulates that this is a concession by Kern, which, however,
resulted in a very natural and effective rhythmic event at the final cadence.

59

“Look For The Silver Lining”: A Partial Recording History
1) Marilyn Miller (1929)
2) Connee Boswell (1930)
3) Helen Forrest (1944)
4) Judy Garland (1946)
5) Chet Baker (1954)
6) Paul Desmond (1956)
7) Sylvia McNair (1994)
8) Susannah McCorkle (1998)
“Look for the Silver Lining” is a song that is musically perfect enough that it
doesn’t need a theatrical setting, or, for that matter, the lush orchestrations that are
usually applied to it in later adaptations. The early recording from the film starring
Marilyn Miller is problematic in fidelity and also intonation. Both Connee Boswell and
Helen Forrest did solid recordings of the song. The two most interesting are, however,
certainly the restaged scene from the original Broadway production by Vincent Minnelli
for his then wife Judy Garland within the film biography of Kern (1946) and the very
tender performance by Chet Baker in 1954, which is arguably his very best vocal
performance on records. Paul Desmond matches this tenderness and purity in the best
jazz instrumental version of this song in 1956.

60

“Look For The Silver Lining”: Form A
1
BA
2
C
A
1

B

A
2

C

61

Ol’ Man River 1927

Example 3-3.1. Jerome Kern, Ol’ Man River, Lead sheet

62

Kern and Oscar Hammerstein II wrote the highly valued and historically
significant Show Boat in 1927. Adapted from Edna Ferber’s bestselling novel, it is
considered the first successful, totally American “musical play.” With this production the
Kern and Hammerstein team created a musical which replaced the older style European
operetta idioms and the musical revue format by creating an integrated story with songs
and dances all grounded in American folklore and American musical idioms.
In the Princess Theatre shows Kern, Bolton and Wodehouse had begun to
undermine the two reigning styles of the American Musical: 1) Transylvanian operetta
and 2) the revue (a. k. a. Follies, Scandals, et. al, in short, vaudeville elevated to its
highest plateau). The basic idea was to integrate the songs with dialogue in order to
combine the best aspects of opera with the “street smarts,” “sass,” and contemporary
dance of the American theatre. The Princess show scores were not heavily syncopated or,
for that matter, emphatically American because Kern considered the emerging music and
dance, which would be named “jazz” within a few years, to be initially his “enemy.” At
the end of World War I, Kern had actually emerged as the musical establishment. At this
point in the 1920s he seems to have searched for the least “jazzy” collaborators that he
could find. This brought him to that reactionary revolutionary Oscar Hammerstein II.
From a twenty-first century perspective, Show Boat, now seems a lot more like an
operetta set in America, than like the revolutionary kind of musical that has been
advertised ever since its premiere. It certainly does contain incomparable songs, but they
are not particularly American, except in the sense that they are imbued with Kern’s
genius. And, in fact, after Show Boat Kern kept looking back at operetta for almost
63

another decade in a period of inconsequential romantic comedies with touches of his
European tendency toward pomposity. It would be in 1935 during his partnership with
Fred Astaire that he found his ultimate voice.
Kern’s music for Show Boat manifests in some manner the influence of black
music particularly in the song “Can’t Help Lovin’ Dat Man” and the other music given to
the character, Queenie. Bordman also points out that Show Boat still displays many
aspects of operetta in “its many arioso passages, its musical depth and seriousness, and its
romantic story set, in typical operetta fashion, in the long ago and far away.”
8
It is clear
that Jerome Kern always saw himself as having one foot in old traditions and the other in
the process of creating innovative changes. Nevertheless, Show Boat is not only Kern’s
best-known show but its enormous impact on later musicals positioned the show as one
of the most important musicals in American Musical history. The show produced many
hit songs including “Can’t Help Lovin’ Dat Man,” “Bill”, “Make Believe,” “Why Do I
Love You?” and, of course, “Ol’ Man River.”
This song was originally performed by Jules Bledsoe in the first New York
production. When the show was produced in London he was replaced by the baritone
Paul Robeson who created a sensation with his tour de force performance (Kern later said
the melody of the song was conceived immediately by him after hearing Paul Robeson’s
speaking voice in a play).
9
Ever since, Robeson has been considered “the ultimate singer”
of “Ol’ Man River.” There is an interesting and often quoted story that when Mrs. Oscar
Hammerstein overheard people praising the song as being “Kern’s great achievement,”
she hurriedly corrected them saying that “Mr. Kern only wrote “Dum-Di-Dah-Dah,” it
64

was my husband who actually wrote Ol’ Man River.”
10
In fact, one reason that most
singers almost never omit the verse when performing this song is proof that the
captivating and powerful lyric of Hammerstein is in perfect accord with Kern’s music.
OL’ MAN RIVER
VERSE I
Dere’s an ol’man called de Mississippi;
Dat’s de ol’man dat I’d like to be!
What does he care if de world’s got troubles?
What does he care if de land ain’t free?
REFRAIN
Ol’ Man River,
Dat Ol’ Man River,
He mus’ know sumpin’
But don’ say nuthin’,
He jes’ keeps rollin’,
He keeps on rollin’ along.
He don’ plant ’taters,
He don’ plant cotton,
An’ dem dat plants’em
Is soon forgotten.
But Ol’ Man River,
He jes’ keeps rollin’ along.
65

You an’ me, we sweat an’ strain,
Body all achin’ an’ racked wid pain-
Tote dat barge!
Lif’ dat bale!
Git a little drunk,
An’ you land in jail…
Ah gits weary
An’ sick of tryin’;
Ah’m tired of livin’
An’ skeered of dyin’,
But Ol’ Man River,
He jes’ keeps rollin’ along.
VERSE 2
Colored folks work on de Mississippi,
Colored folks work while de white folks play,
Pullin’dem boats from de dawn to sunset,
Gittin’ no rest till de Judgment Day-
Don’ look up
An’ don’ look down-
You don’ dast make
De white boss frown.
Bend your knees
66

An’ bow your head,
An’ pull dat rope
Until yo’ dead.
Let me go ’way from de Mississippi,
Let me go ’way from de white man boss;
Show me dat stream called de river Jordan,
Dat’s de ol’stream dat I long to cross.
Kern and Hammerstein turn a minor character, Joe (Jo in the novel) into a major
role because he sings “Ol’ Man River.” It became the unifying theme of the entire show
and “Ol’ Man River” is a genuine masterpiece of controlled rhyming. In order to give the
song a steady beat Hammerstein softens the rhymes except at the end of each completed
thought. He wrote, “If a listener is made rhyme conscious, his interest may be diverted
from the story of the song.” Hammerstein also confessed that he might, “On occasion
place a timid, encroaching foot on the territory of the masters of rhyme (W. S. Gilbert
and Lorenz Hart); but I never carry my invasion very far…I admire them and envy their
fluidity and humor, but I refuse to compete with them.”
11
Hammerstein’s lyrics require
the singer to assume a dramatic persona as implied by his words: “a rugged and untutored
philosopher who sings this song of resignation with protest implied.”
12
A particularly
effective device is Hammerstein’s manipulation of verbs to reflect the thematic tension in
the song between the singer’s physical power and his lack of social power. This, in turn,
is contrasted to the river’s ultimate power in repose. In the refrain the verbs that
characterize the river are calm (“must know,” “just keeps”) or even inactive (“don’t say,”
67

“don’t plant”). However, when the lyric shifts back to the human world, strong verbs and
rhymes return. In the final A
(3)
as the melody soars, Hammerstein employs a sequence of
gerunds that portray human situations while the river is characterized as simply “keeps on
rollin’ along.” In summation Hammerstein is able to perfectly integrate dramatic action,
setting and character into the structure of the lyric.
The form of the refrain is the standard 32 measure (after about 1925) structure of
the popular song, A
1
A
2
BA
3
. Alec Wilder points out that this conventional song form had
been established for only a few years when Kern wrote this song.
Example 3-3.2. Jerome Kern, Ol’ Man River, measures 1-8

The most striking feature from a first listening to this song might be the measure-
length syncopated rhythmic motive contained in the first measure, which in turn governs
all of the A sections: ¾ of the entire song. The melody, b
b
- b
b
- c
H 1
- e
b1
- c
H 1
in the first
measure, also, forecasts the melody for the rest of the song. It consists of a unison, a
major 2
nd
upward, a minor 3
rd
upward leap, and then a minor 3
rd
downward leap. In fact,
these three intervals, unison, 2
nd
(major or minor) and 3
rd
(major or minor), are the only
ones found in the entire song except for some incidental leaps to prepare for the
beginning of new phrases. Kern implies therefore many aspects - rhythm, intervals - of
the rest of the song in the very first measure.

68

Example 3-3.3. Jerome Kern, Ol’ Man River, measure 1

The deeper structure of the melodic line arpeggiates the tonic triad of E
♭
over the
first seven measures. The headtone of the song g
1
is established in measure 3. The g
H 1
,
then moves up to b
♭1
, which is the octave image of the nadir tone of the song. This b
♭1
is
briefly decorated by the upper neighbor note c
H 2
, before a melodic descent to e
♭1
begins.
The pentatonic scale (b
♭
- c
H - e
♭
- f
H - g
H ) is utilized in the opening eight
measures, which certainly reminds the listener of folk music. The pentatonic scale is one
of the primary building blocks in the emerging style of song writing in the 1920 - 1930
period. Two other obvious examples are George Gershwin’s “Someone to Watch Over
Me” and Duke Ellington’s “In a Sentimental Mood.” One of the black chorus members in
the original production of the 1927 show actually insisted, during the rehearsal, that she
had heard this tune from her childhood. To that, Kern reacted by flashing a winning smile
which revealed his satisfaction.
13

Example 3-3.4. Jerome Kern, Ol’ Man River, measures 9-16

Measures 9-16 are identical to the previous eight measures except, now, the
melodic line ascends even higher to e
♭2
. The melody is still basically pentatonic but
69

eventually introduces d
H 2
the leading tone in measure 12. This pitch d
H 2
will then begin
the melody of the bridge section as the dominant note of g minor. The d
H 2
is paired with
c
H 2
and e
♭2
as both upper and lower neighboring tones in measures 18 and 19
respectively. Remember that c
H 2
was the highest note in the first phrase and e
♭2
was also
the highest in the second phrase of the song.
Example 3-3.5. Jerome Kern, Ol’ Man River, measures 17-24

The interval of the 3
rd
is the main feature of the melody in the bridge. Moreover,
the tonal center of the bridge g minor is also a major 3
rd
above the original E
b
major tonic.
The melody of the bridge begins with a d
H 2
that leaps down a major 3
rd
, then moves
stepwise to c
H 2
which then leaps upward a minor 3
rd
to e
b2
. The process of a downward
leap of a 3
rd
being followed by another leap of a 3
rd
in ascending motion is the basic
formula for the construction of the melody in measures 17-24.
At a deeper structural level, the melody of the bridge consists of a stepwise
descending line from d
H 2
- c
H 2
- b
♭1
- a
H 1
- g
H 1
- f
H 1
supported by the local tonic and
dominant chords of g minor. The g
H 1
in measure 23 shares the function of being the
headtone of the song . It is followed by a stepwise descent to f
H 1
which creates a
powerful interruption in the original tonal center of E
♭
major.

70

Example 3-3.6. Jerome Kern, Ol’ Man River, measures 25-32

The last A section again begins identically to the other two A sections. However,
this time the e
b2
in measure 28 proceeds stepwise to a g
H 2
in measure 29. This g
H 2
is not
only the apex note of the song and an obvious climax tone, but is also the headtone of the
song in a register transfer. It then begins the final stepwise descent to e
b2
( ). Over
its entire course, the song contains a wide range (13
th
) with long continuous phrases but
does not contain difficult leaps.
There is one rather tragic aspect of this song in that it became Kern’s good luck
token. Every time he went on a trip, Kern played a few measures of the song on the piano
before his departure.
14
It became a superstition, however, the one time that he did not
play it was before his last trip to New York where he suffered a massive cerebral
hemorrhage and eventually died.

71

“Ol’ Man River”: A Partial Recording History
1) Paul Robeson (1929)
2) Frank Sinatra with Tommy Dorsey (1946)
3) Frank Sinatra (1963)
This song rarely is preformed as a stand-alone piece without the theatrical
backdrop, probably due in part to the wide range of the overall melodic line and perhaps,
also, because of its rather antiquated (possibly racist) lyrics. However, when it is sung,
the verse almost always precedes the refrain, providing the proper setting of the
background story. There are many great cast recordings of this song in the various
revivals of Show Boat. The best is, of course, the one by the magnificent Paul Robeson.
Only Frank Sinatra kept this song in his concert repertory into the contemporary era.

72

“Ol’ Man River”: Form A
1
A
2
BA
3

A
1

A
2

B

A
3

73

The Song Is You 1932

Example 3-4.1. Jerome Kern, The Song Is You, Lead sheet

74

This song was written for the show Music in the Air in 1932. The show with
Germany as its setting is basically an operetta dealing with slightly more modern issues;
instead of aristocrats’, the Cinderella like love story is more typical of Friml’s or
Romberg’s operettas. This particular one concerns the conflicts between the people of the
provinces and those in the metropolis, and amateurs versus professionals. It produced
several hit songs, “I’ve Told Every Little Star,” “One More Dance,” “I Am So Eager,”
“We Belong Together” and the standard, “The Song is You.”
This song was Kern’s personal favorite, although he always referred to it as “I
Hear Music.” It contains a truly magnificent lyrical melody, one that could be considered
as one of the most perfect of its type. Historically, it has been performed as a slow ballad
and conversely as an extremely fast “flag waver.” It works and maintains its integrity at
any tempo. The melody moves gracefully at any tempo and the bridge (release) is
masterfully constructed. The melody note that begins the bridge is e
H 1
which has been the
major third of the tonic triad of C major, but now suddenly functions as the tonic of the
chromatic mediant tonality, E major. There is an extremely complex chord progression (E
maj
7
- c
#
min
9
– f
#
min
7
- B
7(-9)
), (E maj
7
- a
#
min
7 (-5)
- D
#7(9)
- g
#
min
7
- C
#7(9)
- F
#7(9)
- B
7(-9)
) over the course of the bridge accompanying the various melodic leaps including
those of the major seventh, minor sixth, and chromatically inflected seconds. And most
amazing of all the melodic arrival tone of the bridge, b
H 1
functions as the root tone of a B
dominant seventh harmony in reference to the tonic harmony of E major but which
startlingly and gorgeously at the return of A
3
becomes the major seventh chord tone of
the original C major tonic. The skill displayed in this chromatic modulation is stunning.
75

Kern was to use a similar technique to create another seamless return to “A” material in
perhaps, the greatest of all his songs, “All the Things You Are.” In 1932 this clearly
stood as the most sophisticated melodic/harmonic bridge yet composed by an American
song composer.
There is throughout the three “A” strains an accompanimental set of figures which
are so strong that the accompaniment becomes an integral part of the compositional
process. It is actually in the accompaniment that the fundamental melody (urlinie) finds
its proper resolution . This is similar to techniques found in
some of the most wonderful songs of Brahms and Schubert. This is elegant company for
an American song composer, but this song is truly a marvel and is of this quality.
THE SONG IS YOU
REFRAIN
I hear music when I look at you,
A beautiful theme of ev’ry dream I ever knew,
Down deep in my heart,
I hear it play,
I feel it start,
Then melt away.
I hear music when I touch your hand,
A beautiful melody from some enchanted land,
Down deep in my heart,
I hear it say,
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Is this the day?
I alone
Have heard this lovely strain,
I alone
Have heard this glad refrain.
Must it be
Forever inside of me?
Why can’t I let it go?
Why can’t I let you know?
Why can’t I let you know
The song my heart would sing,
That beautiful rhapsody
Of love and youth and spring,
The music is sweet,
The words are true,
The song is you.
Oscar Hammerstein II saw his artistry not so much in creating visual imagery but
in what he called phonetics. This he considered to be the careful manipulation of vowel
and consonant sounds. Correct usage of phonetics, he insisted, made lyrics “eminently
singable.” He consistently pointed out that “singers are comfortable only with vowels of
an open sound.”
15
He wanted to find euphonious words that complemented Kern’s lush
77

melodies and harmonies. He was, perhaps, most successful in this pursuit in “The Song is
You” and “All the Things You Are.”
This verseless song has a wide range almost like an aria and long melodic phrases
with as mentioned above a harmonically unique bridge. When the show Music in the Air
was made into a movie in 1934 this song, unfortunately, was dropped. The form of the
refrain is A
1
A
2
BA
3
.
Example 3-4.2. Jerome Kern, The Song Is You, measures 1-8

Kern makes a rather unusual choice for the first note of the song in b
H 1
, which is
the leading tone in C major. This same pitch will later be beautifully utilized as a
modulating agent from the bridge to the return of the final A section. The b
H 1
immediately moves up to the tonic of the song c
H 2
, the headtone of the song. Then the
two notes b
H 1
and c
H 2
are repeated several times before a downward leap of a tritone to
f
H 1
. The b
H 1
to f
H 1
creates some melodic/harmonic tension but also provides gusto to the
melody. It would have sounded quite ordinary if Kern had written a g
H 1
instead of the
f
H 1
! The inherent tension in measure 2 is then resolved by a stepwise descent in the
78

fundamental melodic line from b
H 1
to a
H 1
. The piano figure (vii
0
of iii) which sets the
text “I look” in the first measure portends the E major tonal area that will arrive in the
bridge. This melodic contour (b
H 1
- c
H 2
- b
H 1
- f
H 1
) functions as a motive which recurs in
the A section: stepwise repeated motions that are followed by the downward leap of the
interval of the 4
th
. This motive repeats, a 3
rd
lower, in the following measures 3-4. The
interval of the 3
rd
is the controlling factor which underpins the entire song: in measures 5-
8, a descending melody highlighted locally by a rising third e
H 1
- g
H 1
, d
H 1
- f
H 1
, and c
H 1
-
e
H 1
.
The single most striking impression from the first 8-measures of the song is the
long stepwise descending melodic line in C major scale from c
H 2
down to e
H 1
(the
interval of the 6
th
is, of course, the interval inversion of the 3
rd
). The following 8
measures are identical to the first phrase but the melody ascends to c
H 2
in measures 14-16.
Example 3-4.3. Jerome Kern, The Song Is You, measures 17-24

The bridge abruptly begins in E major (the chromatic mediant of the original
tonality of the song, C major). The tonic note in the new tonal area e
H 1
promptly leaps up
79

to b
H 1
, its dominant note. This b
H 1
, coincidentally, also recalls the initial pitch of the song
in A section. It then descends stepwise to an a
1
which is eventually supported by V
7
of III
in the harmony. The next measure begins again with local tonic note e
H 1
, but this time it
leaps up a major 7
th
to d
#2
and then resolves downward to c
#2
. It is noteworthy that the
b
H 1
in measure 17 and d
#2
in measure 19 are both leading tones in C major and E major,
respectively. These two notes are then inverted and transferred creating the first two
pitches in measure 21, d
#1
- b
H 1
within a local tonicization of g
#
minor. Meanwhile in the
bass, a succession of a circle of fifth progressions is initiated in measure 20: A
#
- d
#
- G
#
-
C
#
- F
#
- B
H .
At a deeper structural level, the bridge of the song is a prolongation of the pitch
b
H 1
in the melody: it is the dominant pitch of the local tonality of E major, but it is also
the first note and the leading tone of the A material.
Example 3-4.4. Jerome Kern, The Song Is You, measures 25-32

The final melodic note from the bridge in measure 24, b
H 1
, is then held over to
initiate the final A section. The harmony shifts spectacularly and chromatically from V
7

80

in E major to I in C major. This moment is considered to be one of the most daring and
adventurous harmonic modulations in Kern’s entire composing career.
Moreover, the leading tone-tonic motive, the b
H 1
which has made a downward
leap of tritone to f
H 1
in the previous two A sections, now inverts that direction and
ascends a diminished 5
th
to f
H 2
! This is probably one of the most exquisite and
exhilarating moments in all of popular song if the performer has the range to execute it
(hear Ella Fitzgerald and the young Sinatra). The melody in the next two measures is
modeled on the same upward leaps as before except in measure 28 where the melody
moves up to c
H 2
rather than down to d
H 1
.
The rest of the melodic line has a final descent of c
H 2
- b
H 1
- a
H 1
- g
H 1
- f
H 1
- e
H 1
-
(d
H 1
- c
H 1
). It is worth mentioning that the last two descending melodic notes d
H 1
, c
H 1
are
rather subtly imbedded in the piano accompaniment instead of appearing on the melodic
surface of the voice part. This technique is found frequently in the art songs of Schubert
or Brahms. Kern, who always wrote his piano accompaniments very meticulously,
reveals his own mastery in combining the accompaniment in close integration with the
vocal melody.

81

“The Song Is You”: A Partial Recording History
1) Lawrence Tibbett (1932)
2) Frank Sinatra with Tommy Dorsey Band (1942)
3) Charlie Parker (1952)
4) Doris Day (1956)
5) Anita O’Day (1958)
6) Frank Sinatra (1960)
7) Keeley Smith (1972)
8) Tierney Sutton (1995)
This beautiful ballad is loved by many performers and available in numerous
recordings. Both of the Sinatra recordings are quite good of this song. The maturity of
phrasing and tone quality in the 1960 recording is matched by the incredible purity and
beauty of his young voice in 1942. Perhaps the most interesting (and surely the most fun)
version of this song is Anita O’Day’s 1958 rendition with its various tempos, from slow
ballad to a double time section.

82

“The Song Is You”: Form A
1
A
2
BA
3
A
1

A
2

B

A
3

83

Smoke Gets In Your Eyes 1933

Example 3-5.1. Jerome Kern, Smoke Gets in Your Eyes, Lead sheet

84

Kern wrote music for the Broadway show Roberta in 1933. A musical adaptation
of the novel Gowns by Roberta by Alice Duer Miller, it did not have a smooth opening
due to a feud with the producer and various problems with the plot. However, the song
“Smoke Gets in Your Eyes” became an instant hit and some critics have pointed to this
song as the sole, or at least primary, cause for the success of the show. It, indeed, is one
of Kern’s biggest hits and perhaps his most beloved song. One contributing cause for the
song’s popularity is its almost opera-like character. This song was sung in the original
production by the character Stephanie, an exiled Russian princess now an assistant to the
dressmaker Roberta in Paris.
The lyricist for this song Otto Harbach once said about it, “Kern’s music was so
simple in its construction and in its conversation-like rhythm that adapting words to it
proved an elementary chore. A lyric like ‘Smoke Gets In Your Eyes’ took me no time at
all, so easily did the melodic flow adapt itself to the words.”
16
He also recollected that
when the composer first conceived the melody it was as an instrumental throwaway for a
scene change in Show Boat. Moreover, it was in a quick tempo to allow for tap dancing.
Harbach suggested that it might make an attractive ballad at a slower tempo. The director
and producer wanted to drop the song in rehearsals but kept it when the lyricist pleaded
for an even slower and smoother tempo and pace. It was eventually placed at the climax
of Act II. This song can sound today a bit anachronistic. It is “on the edge” of operetta
and its rhythmic rigidity ( !) mitigates against a flowing melody. It also doesn’t
help in that it is usually orchestrated in a turgid and ornate manner. However, as talented
and creative singers like Kurt Elling clearly demonstrate, it does not have to be “square.”
85

The show was made into a motion picture twice; in 1935 under title Roberta and in 1952
as Lovely to Look At. Neither film was a critical or popular success.
SMOKE GETS IN YOUR EYES
REFRAIN
They asked me how I knew
My true love was true.
I of course replied,
Something here inside,
Cannot be denied.
They said someday you’ll find,
All who love are blind,
When your heart’s on fire,
You must realize
Smoke gets in your eyes.
So I chaffed them and I gaily laughed to think
They could doubt my love.
Yet today My love has flown away
I am without my love.
Now laughing friends deride
Tears I cannot hide,
So I smile and say,

86

“When a lovely flame dies,
Smoke gets in your eyes.”
The lyric begins in an almost casual manner and is for the most part an excellent
lyric. Alec Wilder and others have criticized a few of the choices for the text (most often
the word, “chaffed”).
17
Roberta marked the end of Otto Harbach’s twenty-five year
career as a writer of hit songs. The Depression marked the end of the era that had been
kind to a lyricist of Harbach’s nature and intentions. However, it was Harbach who
mentored Oscar Hammerstein II. In that process he preached the basic principles of a
strong story structure combined with a score that could be integrated with it.
Hammerstein would carry these ideas to fruition in Show Boat with Kern and in
Oklahoma! with Richard Rodgers.
The form of this verseless song is A
1
A
2
BA
3
, and Kern utilized an ingenious
modulation in the bridge of the song, which certainly stretched far beyond the tonal
dimensions of operetta.
Example 3-5.2. Jerome Kern, Smoke Gets in Your Eyes, measures 1-8

The melody in the first A section manifests an arch-like line, first ascending and
then descending which is a quality that many of Kern’s best songs share. The melodic
line has quite a sweeping quality at the beginning; rising within two measures from e
♭1

to e
♭2
and containing many changes of local contour. Against this backdrop of the rapid
87

movement of melody in space, the harmony in the bass line moves slowly with a stepwise
ascending motion from the tonic note to the dominant (E
♭
- F
H - G
H - A
♭
- B
♭
during the
first five measures). The leaps of the large intervals in the melody deserve closer
attention: c
H 1
- a
♭1
(minor 6
th
on “I knew”), f
H 1
- e
♭2
(minor 7
th
on “was true”), b
♭1
- c
H 1

(minor 7
th
on “(some)-thing here”) and b
♭1
- b
♭
(perfect 8
th
on “not be”). These intervals
will be presented in a different light in later parts of the song which together give a
unique flavor to the overall shape of the total melodic line. Alec Wilder criticizes the
rather simple and repetitive rhythmic patterns, five sets of a half note followed by four
eighth notes in the first six measures and in fifteen of the thirty-two bars of the song.
However, on closer examination the large number of the aforementioned large leaps in
the melody cries out to be paired with a relatively uncomplicated rhythmic underpinning.
In measure 4, the melody note e
♭2
moves up to the adjacent neighbor note f
H 2
,
and this initiates a sudden change in the direction of the melodic contour. An interesting
choice of the leap of a diminished 4
th
from e
♭2
to b
H 1
which is supported by a of iii
harmony creates an exquisite moment in the melody and in its harmonic support. The
second 8 measures are identical to the first eight except the melody ends on e
♭1
in
measure 15 (7
th
measure of this phrase unit) rather than the elided and overlapped e
♭1
at
measure 9. In turn this e
♭1
is transformed enharmonically into the same pitch of d
#1
in the
following bridge (B).

88

Example 3-5.3. Jerome Kern, Smoke Gets in Your Eyes, measures 17-25

There is an abrupt common tone, chromatic modulation here from E
♭
major to B
major to begin the bridge. Alec Wilder wistfully mentions the Un poco piu mosso tempo
which he feels implies a moving back to the period of the operetta,
18
and perhaps that’s
what is precisely what Kern had in mind when he wrote this song. Concerning this
chromatic modulation, Allen Forte in his study of American ballads suggests that the
tonality of the bridge, which is written in B major might more logically be considered as
the enharmonic equivalent to C
♭
major: that is, as the
♭
VI

of a modal shift of the original
tonic E
♭
major to e
♭
minor.
19

The note d
#1
hurriedly moves up an octave to d
#2
in measure 17, and only
occupies a dotted quarter note value. It is clearly reminiscent of the e
♭1
- e
♭2
melodic line
in section A
1
which, however, took place over two complete measures. This d
#2
then
initiates a descending line which occupies a major 6
th
interval span, arriving at f
#1
in
measure 19. In point of fact, this is an arpeggiation of the B major triad d
#2
- b
H 1
- f
#1
. It is
noteworthy the sudden leap from f
#1
down to g
#
and then back to f
#1
through b
H is again
the minor 7
th
interval, which we observed in a similar manner on the pitches f
H 1
- e
♭2
in
measures 2-3.
89

The d
#1
to d
#2
motivic gesture is reiterated in measure 21, but now the descending
line from d
#2
moves through c
#2
- b
H 1
- b
♭1
- a
♭1
- (g
H 1
- f
H 1
) which then converts the
lingering a
♭1
as a neighbor tone to the headtone g
H 1
( ). A modulation back to E
♭
major
happens during the last stage of this descent. Measures 24-25 is the confirmation of E
♭

major supported by a harmony of I-V
7
. It also shares an identical piano accompaniment
with measures 7-8.
The bridge of the song, as indicated in the above graph, is essentially emphasizing
and prolonging d
#2
which enharmonically is e
♭2
, the tonic of original key. A background
linear graph is included to indicate the deep structural melodic/harmonic ideas that
integrate this composition.
Example 3-5.4. Jerome Kern, Smoke Gets in Your Eyes, background graph with Schenkerian
Analysis

90

“Smoke Gets In Your Eyes”: A Partial Recording History
1) Tamara Drasin (1933)
2) Dinah Shore (1940)
3) Helen Forrest with Benny Goodman (1941)
4) Jo Stafford (1948)
5) Billy Eckstein (1952)
6) Ertha Kitt (1954)
7) Jeri Southern (1956)
8) Dinah Washington (1956)
9) David Allyn (1958)
10) Mel Tormé with George Shearing (1983)
11) Kurt Elling (1999)
The best traditional interpretations are by Jo Stafford with her magnificent ear and
without the expected vibrato and David Allyn on his long out of print homage to Kern,
the LP A Sure Thing (on the defunct World Pacific label). Allyn is one of the great
underrated singers in popular music history who messed up his life with serious drug
addiction problems. His interpretations of Kern are very wonderful. Other solid
performances are by Billy Eckstein and Jeri Southern. Kurt Elling’s recent recording is
stunning and brings a whole new dimension to the song - one that I find most exhilarating.

91

“Smoke Gets In Your Eyes”: Form A
1
A
2
BA
3
A
1

A
2

B

A
3

92

Yesterdays 1933

Example 3-6.1. Jerome Kern, Yesterdays, Lead sheet

93

This song was written for the 1933 Broadway show Roberta. The show also
contains other beautiful Kern’s love songs including “You’re Devastating,” “The Touch
of Your Hand” and, of course, “Smoke Gets in Your Eyes.” (please refer to the previous
entry) Ms. Fay Templeton, the actress who played the character Aunt Minnie in the show
performed this song. It turned out that it was the last role in her 50-year-career on
Broadway. David Ewen described the mature actress, who was then over two hundred
pounds and afflicted with arthritis, as performing this haunting song as a “poignant
valedictory to the stage: almost as if she herself were casting a nostalgic look backward
into her own rich career now coming to an end.”
20

The original copyright lists the title as “Yesterday,” and the notation is in 2/4.
This has caused some confusion through the years, as has its publication in d minor as
well as c minor. The lower key brings a darker color to performance and makes the song
more available to baritones and contraltos. It is a quite evocative song but is surprisingly
simple in construction. It is also featured in the two film versions of Roberta (both rather
undistinguished movies, the second of which was retitled as Lovely to Look At). The song
was largely preserved as a standard by jazz groups and jazz singers because the unusual
chord changes invite improvisational forays. Surprisingly, there are only three durations
in the melody of this song ( ) and there are no syncopations at all. Its
effectiveness and beauty arises from the grace of the melodic contour and its ingenious
use of harmony.

94

YESTERDAYS
Yesterdays,
Yesterdays,
Days I knew as happy sweet sequester’d days.
Olden days,
Golden days,
Days of mad romance and love,
Then gay youth was mine,
Truth was mine,
Joyous, free and flaming life forsooth was mine.
Sad am I,
Glad am I,
For today I’m dreaming of
Yesterdays.
The lyric of the song was written by Otto Harbach. He did both the book and lyric
for this show. He had collaborated with many songwriters for previous popular shows
such as No, No, Nanette and The Cat and the Fiddle, and he also was a mentor for Oscar
Hammerstein II who later became a truly significant contributor to the history of the
American musical. The shows on which Harbach and Hammerstein II collaborated are
Wildflower (1923), Rose-Marie (1924), Sunny (1925), The Song of the Flame (1925) and
The Desert Song (1926).
95

Harbach’s lyrics, in general, have been assessed as “educated but not stuffy,”
“romantic but not saccharine.” He revealed his talents by expressing honest feelings in a
straightforward fashion. However, he obviously belonged to the era of operettas and the
show Roberta was his final work to receive any positive attention on Broadway. The
words in the lyric of the song “sequester’d,” “forsooth” displays his tendency towards
these “olden days.” Alec Wilder is quite critical of Harbach’s lyrics in his book on
American song.
21

The song is verseless and the form is A
1
B
1
A
2
B
2
with an 8-meausre instrumental
Coda. It begins with a four measure introduction featuring a rhythmic motto which occurs
in twenty measures of the song.
Example 3-6.2. Jerome Kern, Yesterdays, measures 1-8

The opening phrase of “Yesterdays” (and indicated as motive x) is supported by
the harmonies of I – iv
add6
in c minor. Motive x, functions as a melodic, rhythmic pattern,
which governs 60% of the entire song.
Example 3-6.3. Jerome Kern, Yesterdays, motive x

96

The initiating note in the melody g
H 1
is also the headtone of the song, which then
immediately begins a long descending stepwise motion over the next 15 measures. The
opening material in the first two measures is repeated and then an altered c minor scale-
like ascending line, begins on the nadir note of the song, c
H 1
. This stepwise ascending
line moves from c
H 1
- b
♭1
in measures 5-6, however it does not progress to the expected
c
H 2
, but instead makes an ascending leap of the perfect 4
th
to e
♭2
, the apex note of the
song. In fact, this e
♭2
was already stated in measure 1 (and reiterated in measure 3) but in
the octave lower register.
Notice that f
#1
and a
H 1
in measure 6 are utilized as accented, chromatic passing
tones and create a somewhat mysterious atmosphere. The lyrics for these notes are “hap-
(py)” and “sweet,” (“flam-(ing),” “life” in measures 17-25) and reflect the longing for
memories by the protagonist. The fundamental melodic line, then begins to descend from
e
♭2
- d
H 2
utilizing another statement of motive x . Again the a
H 1
in measure 7 is paired
with the lyric of “(seques)-ter’d” (“was” in measure 17-25) projecting the protagonist’s
desperate loneliness and sadness.
Overall, the contour of the melodic line in the A
1
section is a stepwise descending
motion of g
H 1
-f
H 1
- e
♭2
- d
H 2
(with the indicated register transfers).

97

Example 3-6.4. Jerome Kern, Yesterdays, measures 9-16

The melodic descent e
♭2
- d
H 2
(with motive x) in measures 7-8 from A
1
is repeated
in measures 9-10. It measures 7-8 the supporting harmonies are ii
o7
-V
7
of the dominant
which initiates a complex chain of fifths. Then, motive x is sequenced in the melodic line
twice until it finally reaches its goal of g
H 1
in measure 15, the original headtone of the
song . Between measures 7 through 14, Kern utilizes a circle of 5
th
in the bass line A
H -
D
H - g
H
- c
H - f
H - B
♭
- e
♭
- A
♭
resulting in a quite complex harmonic progression of [V] -
[V
7(13)
] - [V
+(9)
] - [V
(13)
] - [V
+(9)
] - [V
7(13)
] - VI. The last harmony of the pattern, the VI in
measure 14 prepares for the return of c minor in the following A
2
section by progressing
to . The harmonic thirteenths are supplied by the vocal line in measures 9, 11,
and 13 and the raised fifth of the V
+
chord in measures 10 and 12 is in the
accompaniment. And, the chord ninth of the V
+ (9)
is in the vocal line of measures 10 and
12. The only other two song composers to use such complex chord tones as melodic
entities during this period were Billy Strayhorn and Duke Ellington.
The second half of the song (A
2
B
2
) is identical with the first 16 measures.
This song, essentially, is comprised with two 16-measure-length fundamental descending
lines in the melody, matched with the complex circle of fifth harmonic patterns. The
98

overall descent (an octave zug (linear progression)) in the melodic line is g
H 1
- f
H 1
- e
♭2
-
d
H 2
- c
H 2
- b
♭1
- a
♭1
- g
H 1
, with the aforementioned transfer register during the descent.
The beginning and the ending notes of the melody are in the same register g
H 1
. It is
noteworthy that after the second B section the final note g
H 1
is prolonged yet another 8
measures creating a coda, accompanied by an interesting harmonic progression in the
piano/orchestral accompaniment.
Example 3-6.5. Jerome Kern, Yesterdays, Coda

The note a
♭1
occurs only twice in the melody of the entire song (measures 14 and
30). Kern probably saved this tone to text paint the lyrics “Days of mad ro-mance and
love,” “today I’m dreaming.” Remember, in contrast to the a
H 1
which depicts dark and
isolated feelings in the A
1
section (measures 6-7), the a
♭1
portrays hope and motivates
the protagonist’s potential will and power to change in the future. The note a
♭1
also is a
half step away from the final note of the song, g
H 1
. Unlike most of his other songs, Kern
99

did not create a fundamental melodic descent to a final ending of the melody on the tonic
note, c
H 1
in this song; it does, of course, have a descending line in melody, but it
ultimately ends up prolonging the headtone g
H 1
. Perhaps, this contributes to the wistful
overall tone of the song. Also the long coda with the held g
H 1
(the dominant note in the
tonality of the song c minor) in the melody displays perhaps, the yearning by Kern,
however faint it might be, to not completely finalize his memories of the “gay youth” of
his own “yesterdays.”

“Yesterdays”: A Partial Recording History

1) Frank Luther with Leo Riesmann Orchestra (1933)
2) Billie Holiday (1939)
3) David Allyn (1958)
4) Anita O’Day (1960)
5) Ella Fitzgerald (1963)
6) Helen Merrill with Stan Getz (1989)
7) Patricia Barber (2000)
All of these performances are quite good. My favorite is Helen Merrill, who is
probably the least distinguished of all of these singers. But she is paired with Stan Getz
who “owned” this song for years as a jazz improviser. In this recording he plays
absolutely amazing “licks” of such beauty that they compliment Kern’s notes in ways
that simply must be heard.
100

“Yesterdays”: Form A
1
B
1
A
2
B
2

A
1

B
1

A
2

B
2

101

The Way You Look Tonight 1936
Example 3-7.1. Jerome Kern, The Way You Look Tonight, Lead sheet.

102

Copyright ©1936 T. B. Harms Company

103

Kern wrote the music for a distinguished movie, Swing Time in 1936. Many
people considered it to be his best score since Show Boat. It was the kind of movie in
which every aspect of the production worked to create a synergistic result: 1) even the
title of the movie was perfect for the “swing-music-crazed” era. Though the title was
changed several times during filming, the final choice proved to be just perfect; 2) the
music, among Kern’s best work for Hollywood musicals, produced many delightful and
popular songs including “A Fine Romance,” “Pick Yourself Up,” “Waltz in Swing
Time,” and “The Way you Look Tonight”; and 3) historically this movie is considered to
be one of the two best movies from the Fred Astaire and Ginger Rogers partnership
(along with Top Hat (Berlin)) among their many films. Astaire became during this
production Kern’s favorite singer. Kern was initially baffled by Astaire’s demands for
“swing numbers,” but he was able to adapt with the support of lyricist Dorothy Fields.
Moreover, he learned the important lesson that in the “dance musical” the music had to
be more finely tailored to the action. Astaire created the final step in liberating Kern from
his last attachments to the British operetta.
A particularly interesting and memorable feature in the movie is Astaire’s solo-
dance tribute to Bill Robinson, “Bojangles of Harlem.” It is a truly ingenious
combination of tap choreography and cinematography (he dances with his own triple
shadow), creating Astaire’s unique “pop ballet” (Gene Kelly was to learn much from this
number). It was the only time that Astaire put on blackface in his movies; however, he
combined it with gracious movement and avoided all aspects of the minstrel blackface
entertainers’ condescending attitude towards black people.
104

“The Way You Look Tonight” is a beautiful, warm love song that Astaire sings to
Rogers in a classic comedic situation in the film. It was the number one hit song on the
“Your Hit Parade” radio program for six weeks. Kern and Fields were awarded the
Academy Award, the third such award, for Best Song with “The Way You Look
Tonight.” It was the first of two Academy Awards for Kern – the second was in 1941 for
“The Last Time I Saw Paris” with Oscar Hammerstein II.
It is a long song (68 measures) and it is rhythmically conservative with
syncopations restricted to the bridge. It is, rather, the melodic contour and skillful use of
harmonic progressions which animate the song. This particular song has come to be
associated with the persona of Frank Sinatra in contemporary society, but the greatest
performances of the song remain those (1936 and 1952) of Fred Astaire.
THE WAY YOU LOOK TONIGHT
Someday when I’m awf’ly low,
When the world is cold,
I will feel a glow just thinking of you
And the way you look tonight.
Oh, but you’re lovely,
With your smile so warm,
And your cheek so soft,
There is nothing for me but to love you,
Just the way you look tonight.
With each word your tenderness grows,
105

Tearing my fear apart,
And that laugh that wrinkles your nose
Touches my foolish heart.
Lovely, never, never change,
Keep that breathless charm,
Won’t you please arrange it,
‘Cause I love you,
Just the way you look tonight.
The lyricist for the movie was Dorothy Fields, the daughter of a great vaudevillian
actor Lew Fields. She stands virtually alone as a significant female lyricist. Most of her
family members were involved in the entertainment business, particularly her brother
Herbert Fields, who also wrote both the lyrics and some “books” for musicals. Her
approach to lyrics is in the “colloquial, urbane style of Hart, Gershwin, and Porter” with
“a slightly sensuous twist.”
22
She wrote the lyrics for many popular songs during her long
professional career on both Broadway and in Hollywood, including “I Can’t Give You
Anything But Love,” “On the Sunny Side of the Street,” “I’m in the Mood for Love,”
“Big Spender,” and of course, the lyrics for this song. Fields’ reaction to her first hearing
of Kern’s music for “The Way You Look Tonight” is quite touching: “the first time Jerry
(Kern) played the melody for me, I went out and started to cry. The release absolutely
killed me. I couldn’t stop, it was just so beautiful.”
23

She was later involved with writing the “books” for several musicals; perhaps, the
most famous one in collaboration with her brother Herbert which resulted in the show,
106

Annie Get your Gun, using songs by Irving Berlin. The lyric of this song is in her typical
style, which is conversational, informal, nonchalantly passionate yet simple enough that it
perfectly matches Kern’s elegant and graceful melodies.
The form of the song is A
1
A
2
BA
3
, however, the length of each section is doubled
to 16 measures in comparison to the usual 8 measures. The final A section is then
prolonged to 22 bars by a repetition of the last 4 measures with a tag, to comply with the
demands of the scene from the movie. There is no verse for this song, but it does have a
four bar introduction in G
♭
which is the projected tonality of the bridge and hints at the
melody of the second half of the bridge. The motivic material of the introduction also
appears in the accompaniment in bars 13-15, 29-31 and is “hummed” by the singer in
measures 61-64.
Example 3-7.2. Jerome Kern, The Way You Look Tonight, measures 1-16

As in many of his other songs, Kern begins the song with a microcosmic
structural plan which will be developed in the larger macrocosmic unfolding of the song.
The b
♭1
- e
♭1
interval in the first two measures functions as a germ for the overall motion
of the initial 16 measure unit. In a nutshell, the b
♭1
in measure 1, as the headtone of the
song, initiates the main descending melodic line, as indicated with stems and beams, and
107

this line eventually reaches e
♭1
in measure 13 creating the aforementioned interval filled
in with stepwise motion and other embellished leaps.
The most interesting factor in this long 16-measure melodic exposition (the last
two measures are rests) is that the composer plays a provocative game with his listeners.
After the opening downward leap (b
♭1
- e
♭1
) in the first two measures, Kern utilizes a
melodic motive w starting with the f
H 1
in measure 3. Then a sequence of motive w begins
to ascend stepwise, first on g
H 1
in measure 5 and on the a
♭1
in measure 7, however the
last sequence breaks the pattern as it moves up to the apex pitch of the song, e
♭2
. A
sudden drop of the octave from e
♭2
to e
♭1
immediately ensues which puts the melody
back into the same register as the second measure. At a deeper structural level, the
headtone b
♭1
is restored in measure 11 and then descends in a 5-zug (linear progression,
) to close section A
1
. The movement to a
♭1
( ) is enhanced by a voice
exchange with the bass line in measure 11 (see the analytic graph). The descending
motion of g
H 1
- f
H 1
- e
♭1
( ) follows and ends on the tonic of E
♭
major.
An additional graph below helps to create a clearer picture of the ascending
melody. In short, at the surface of the melody Kern creates a stepwise ascending line
which spans an octave from e
♭1
- e
♭2
from measure 2 to 9 (indicated with a vertical
dotted line and a beam). However, the essential melodic tones in the deeper structure are
going down b
♭1
- a
♭1
- g
H 1
, then eventually reaching the e
♭1
in measure 13 (indicated
with numbers ).
108

Example 3-7.3. Jerome Kern, The Way You Look Tonight, measures 1-16

This is also a marvelous example of a text painting. The two worlds are clashing:
one is a real world of a cold, awful day feeling low (downward leaps of 5
th
, octave) vs.
glowing feelings inside of the protagonist from just a single thought about his loved one
(Note the sudden direct ascent from a
♭1
up to e
♭2
with the text, “glow, just thinking of
you.”). The word “just” is a good example of the effectiveness of Fields’ easy-going
lyrics which can have multiple interpretations, for instance “simply” or “completely.”
It is noteworthy that the tonic pitch e
b
occupies 5 measures of the 16 measure
phrase and both the nadir and apex notes of the song are on this pitch, an octave apart e
♭2

- e
♭1
.
Example 3-7.4. Jerome Kern, The Way You Look Tonight, measures 33-48

109

The melody of the bridge also begins with the note b
♭1
, the same note that began
the A sections, and please remember, is also the headtone of the song. However, the
harmony now shifts to a tonic in G
♭
major, the modally mixed mediant of the original
key E
♭
major. Kern achieves this tonal shift through a sudden but very skillfully
executed chromatic modulation. After several repetitions of the note b
♭1
, it moves
stepwise down to an a
♭1
in measure 35. It then descends through g
♭1
to an f
H 1
in
measures 37. As listeners we expect an e
♭1
to materialize but are surprised by a sudden
leap of the major 6
th
from g
♭1
to e
♭2
in measures 38-39 paired perfectly with the lyric
“(my fear) apart,” once again the apex note e
♭2
is associated with the protagonist’s hopes
and happiness. The unexpected upward leap creates a nice balance with the
aforementioned sudden downward octave leap in the measures 9-10 of the A
1
section.
The e
♭2
then continues with a stepwise downward motion (a 4 zug, e
♭2
- d
♭2
- c
♭2
- b
♭1
)
ultimately reaching b
♭1
in measure 47, effecting a modulation back to the original tonic
of E
♭
major.
It is noteworthy that the essential melodic line in the bridge, as indicated with the
numbers with parentheses, is an octave descent from b
♭1
with a register transfer of f
H 1
to
e
♭2
! This is a clear reference to the middleground ascending motion of the octave from
e
♭1
to e
♭2
in the A section. However, the descending line is disconnected by the registral
displacement between f
H 1
and e
♭2
in measures 37-39. The result sounds at the surface
like two four-note descending lines (zugs) of b
♭1
- a
♭1
- g
♭1
- f
H 1
and e
♭2
- d
H 2
- c
H 2
-
110

b
♭1
. The first four-note line (labeled y) is later reiterated in the bass line of the piano
accompaniment in measures 41-48 (y’). The bridge is thus, primarily, an extremely clever
prolongation of the headtone b
♭1
.
Example 3-7.5. Jerome Kern, The Way You Look Tonight, piano introduction

One indication of Jerome Kern’s great techniques of unification in his song
writing is the interrelationship between the piano accompaniment and the melodic line.
The piano introduction of the song portends several factors which are later revealed in the
song proper: 1) the piano introduction begins in G
♭
major which predicts the tonality in
the bridge, 2) the soprano line (d
♭2
- e
♭2
, c
♭2
- d
♭2
, b
♭1
- c
♭2
, and a
♭1
- b
♭1
) from the
introduction is later utilized in the several places in the song, particularly the “hummed”
portion in the Coda section.
Example 3-7.6. Jerome Kern, The Way You Look Tonight, measures 61-64

111

“The Way You Look Tonight”: A Partial Recording History
1) Fred Astaire (1936)
2) Bing Crosby (1936)
3) Billie Holiday (1936)
4) Peggy Lee with Benny Goodman (1936)
5) Peggy Lee (1942)
6) Sammy Davis (1946)
7) Erroll Garner (1951)
8) Fred Astaire with Oscar Peterson (1952)
9) Doris Day (1955)
10) Mel Tormé (1956)
11) Anita O’Day (1959)
12) Ella Fitzgerald (1963)
13) Frank Sinatra (1964)
This song belongs to Fred Astaire. He completely embodies it. The 1952 version has
better fidelity and it swings more because of the backing of the Oscar Peterson Trio,
probably the best executed performance, remaining true to Kern and Fields’ intentions.
Peggy Lee is able to mold the song to a female perspective in a very convincing manner
in her two recordings of it.

112

“The Way You Look Tonight”: Form A
1
A
2
BA
3
A
1

A
2

B

A
3

113

A Fine Romance 1936

Example 3-8.1. Jerome Kern, A Fine Romance, Lead sheet.

114

This song was also written for the very popular Hollywood light musical comedy
of 1936, Swing Time. This film was Kern’s first attempt at an original movie score as
opposed to an adaptation of one of his stage works. Many knowledgeable people consider
his work for this movie to be his best original score for the silver screen. Kern’s five
songs for the movie “Pick Yourself Up,” “The Way You Look Tonight,” “Bojangles in
Harlem,” “Never Gonna Dance” and “A Fine Romance” are all utilized as tools to
highlight various dance routines in the movie. Swing Time was the sixth movie musical of
the Fred Astaire and Ginger Rogers pairing for the RKO studio and they performed “A
Fine Romance” in a cold and snowy mountain area, which turned out to be a perfect
setting for this rather sarcastic love song. The song has a quality of continuous motion
and as a result the internal cadences sound rather transient. It does have several whole
notes in important locations (like measure one) but they appear in the midst of continual
melodic leaps in the A strain and the B strain is essentially conjunct with continual
motion, both diatonic and chromatic. Dorothy Fields’ lyric flawlessly matches Kern’s
playful and simple melody.
“A Fine Romance” was on “Your Hit parade” for seven weeks in spite of some
negative reviews from film critics. It is quite interesting to compare the performance of
this song by Astaire and Rogers with that of Billie Holiday (both in 1936). Holiday’s
recording reveals a depth of sarcasm and despair that reaches far beyond what Kern and
Fields’ could have imagined in their “kidding” dialogue between the wealthy characters
played by Astaire and Rogers. Remember, this was the depression era in America.

115

A FINE ROMANCE
SHE: A fine romance! With no kisses!
A fine romance, my friend, this is!
We should be like a couple of hot tomatoes,
But you’re as cold as yesterday’s mashed potatoes.
A fine romance! you won’t nestle,
A fine romance, you won’t wrestle!
I might as well play bridge with my old maid aunts!
I haven’t got a chance. This is a fine romance!
A fine romance! My good fellow!
You take romance, I’ll take Jello!
You’re calmer than the seals in the Arctic Ocean,
At least they flap their fins to express emotion;
A fine romance! with no quarrels,
With no insults, and all morals!
I’ve never mussed the crease in your blue serge pants,
I never get the chance. This is a fine romance!
HE: A fine romance! with no kisses!
A fine romance, my friend, this is!
We two should be like clams in a dish of chowder;
But we just “fizz” like parts of a Seidlitz powder.
A fine romance with no clinches,
116

A fine romance with no pinches,
You’re just as hard to land as the “Ile de France!”
I haven’t got a chance,
This is a fine romance!
A fine romance! my dear Duchess!
Two old fogies who need crutches!
True love should have the thrills that a healthy crime has!
We don’t have half the thrill that the “March of Time” has!
A fine romance, my good woman!
My strong “Aged in the wood” woman!
You never give the orchids I send a glance!
No! you like cactus plants,
This is a fine romance!
In this wonderful and witty list song ( i. e. an inventory of complaints), Dorothy
Fields presents a series of images portraying coldness mixed with enthusiasm expressed
between potential lovers: 1) she utilizes cold/hot food, “We should be like a couple of hot
tomatoes, But you’re as cold as yesterday’s mashed potatoes,” “I’ll take Jello!,” and “We
two should be like clams in a dish of chowder, But we just “fizz” like parts of a Seidlitz
powder”; 2) genuine emotional distance, “You’re calmer than the seals in the Arctic
Ocean, At least they flap their fins to express emotion,” “You’re just as hard to land as
the ‘Ile de France!’” and “True love should have the thrills that a healthy crime has! We
don’t have half the thrill that the ‘March of Time’ has!”
24

117

Even the title, “A Fine Romance,” when paired with Kern’s clever rhythmic
sequences, creates quite interesting and syncopated accents (this will be become clearer
in the musical examples cited below):
A fine ro-mance!
With no kiss-es!
A fine ro-mance!
My friend, this is!
The form of this verseless song is A
1
B
1
A
2
B
2
.
Example 3-8.2. Jerome Kern, A Fine Romance, measures 1-8

The first A section is governed by Motive x, which covers two measures and is
reiterated four times in the process of establishing the headtone g
H 1
( ). Rhythmically
Motive x is quite interesting: the first quarter note functions as an anacrusis followed by a
whole note which gives an unexpected, swinging patina to the melodic line. Melodically
the opening motive features many large intervallic leaps, first descending and then
ascending. These leaps are paired with a whole step descending motion. The ascending
leaps, reach an appoggiatura note which is then resolved to a harmonic note by this
stepwise descent.
The aforementioned accent change in the title phrase is combined with the
structure of motive x.
118

Example 3-8.3. Jerome Kern, A Fine Romance, motive x

The harmony during the first A section is simply an alternation of the tonic and
dominant of C major.
Example 3-8.4. Jerome Kern, A Fine Romance, measures 9-16

In comparison with the previous 8 measures which contains a brimful of leaping
motions, the main thrust of the B section is stepwise progressions. In fact, there is not a
single leap in the B
1
section. Beginning on the tonic note c
H 2
in measure 9, which follows
the pick up from g
H 1
in measure 8, the essential melodic line descends in a stepwise
motion of c
H 2
- b
H 1
- a
H 1
- g
H 1
(4-zug, indicated with the symbol y in the accompanying
graph) which, in effect, fills in the perfect 4
th
of the anacrusis. The g
H 1
in measure 11
reestablishes the headtone . The descending stepwise motion of the interval of the 4
th
is
then sequenced, beginning on a
H 1
in measure 13, and reaching an e
H 1
in measure 15.
Motive z which occurs in measures 10-11 and again in measures 14-15 also deserves
some observations: c
H 2
- b
H 1
- b
♭1
- a
H 1
- a
♭1
- g
H 1
and a
H 1
- a
♭1
- g
H 1
- f
#1
- f
H 1
- e
H 1
are
all minor 2
nd
chromatic progressions, and they are matched with triplet rhythms which
119

predict their later appearances in the B
2
section. There is a melodic/harmonic interruption
in measures 14-15. This involves the descent to , of the structural melody from g
H 1
( )
to d
H 1
( ) over the dominant harmony.
Example 3-8.5. Jerome Kern, A Fine Romance, measures 25-32

The second B section begins in an identical fashion to the first one, but this time
c
H 2
moves up to e
H 2
, the apex note of the song. Motive z’, is then reiterated twice
reaching a g
H 1
( ) in measure 29, to prepare for the final stepwise, structural melodic
descent. The fundamental melodic line then moves to the piano accompaniment, which
contains the descending line of (in the musical example below).
Example 3-8.6. Jerome Kern, A Fine Romance, measures 29-32 with piano
accompaniment

It is significant that Kern utilizes an identical accompaniment figure for two songs
in this movie; first it is the orchestral introduction and the Coda of the song “The Way
120

You Look Tonight” (example below) and he then incorporates this same gestural figure
as the accompaniment for the close of “A Fine Romance.”
Example 3-8.7. Jerome Kern, The Way You Look Tonight, piano introduction

Stephen Banfield has pointed out the powerful and intricate “thematic cross-
reference” that exists in this movie between the various songs and the dance numbers.
Not only is the aforementioned thematic reference in the accompaniment between “The
Way You Look Tonight” and “A Fine Romance,” obviously in addition the two songs
were performed simultaneously at the “embracing scene,” the latter sung by Astaire and
the former by Rogers, creating a “contrapuntal” effect.
25
At other moments in the movie,
“Pick Yourself Up” is heard against Astaire’s singing of “A Fine Romance” and “A Fine
Romance” is played while the “Waltz in Spring Time” is on. Banfield also indicated the
convoluted relationships among the actual dance steps and movements during the musical
sections in the film.

121

“A Fine Romance”: A Partial Recording History
1) Fred Astaire (1936)
2) Bing Crosby (1936)
3) Billie Holiday (1936)
4) Mel Tormé (1956)
5) Ella Fitzgerald/Louis Armstrong (1957)
6) Sylvia McNair (1994)
I urge everyone to compare the recordings by Astaire and Rogers to that of Billie
Holiday. It is a sociological lesson in sound - two cultures and attitudes reflecting polar
opposite views through the same lyrics (clean and proper vs. sarcastic and cynical). The
lyric soprano Sylvia McNair’s interpretation of the song in 1994 with Andre Previn’s
piano accompaniment is charming, delightful, and sweet.

122

“A Fine Romance”: Form A
1
B
1
A
2
B
2
A
1

B
1

A
2

B
2

123

All The Things You Are 1939

Example 3-9.1. Jerome Kern, All the Things You Are, Lead sheet

124

Copyright @ 1939 T. B. Harms Company

Kern wrote the music for his final Broadway show, Very Warm for May in 1939.
Unfortunately the show was a resounding flop, although Kern’s score was excellent and
received warm reviews. This song, in particular, became an instant hit (it was on “Your
Hit Parade” for eleven weeks) and it has become one of the most admired standards
among all American popular songs. It appears on Charles Hamm’s “Top Forty” and also
on Variety’s “Golden 100” list. For many, this is considered to be Kern’s greatest song.
The distinguished composer Arthur Schwartz called it “the perfect song.” The story goes
that, Kern almost dropped this song from the show because he feared that it might be too
sophisticated and complex to be comprehended by the general public.
26
Its enormous
success is either perplexing or was a glorious moment in the general public’s perspicacity.
Because of the song’s complexity, it has been frequently performed by singers trained in
the classical tradition and, indeed, one of the best recent recordings of the song is by the
lyric soprano, Sylvia McNair. The lyric was written by Oscar Hammerstein II. Unlike
125

most of the typical “Tin Pan Alley” 32-bar songs of the period, the verse in this song is
frequently performed together with the refrain.
ALL THE THINGS YOU ARE
VERSE
Time and again I’ve longed for adventure,
Something to make my heart beat the faster.
What did I long for? I never really knew.
Find your love I’ve found my adventure,
Touching your hand, my heart beats the faster,
All that I want in all of this world is you.
REFRAIN
You are the promised kiss of springtime
That makes the lonely winter seem long.
You are the breathless hush of evening
That trembles on the brink of a lovely song.
You are the angel glow that lights a star,
The dearest things I know are what you are.
Some day my happy arms will hold you,
And someday I’ll know that moment divine,
When all the things you are, are mine!
Oscar Hammerstein II collaborated with Kern on the several Broadway
productions such as Sunny (1925), Show Boat (1927), Sweet Adeline (1929), Music in the
126

Air (1932) and Very Warm for May (1939). The lyric for this song is a quintessential
example of his writing style: the rhymes are simple, the imagery is unobtrusive, and it
employs skillful manipulation of long vowel sounds. All of this results in an eminently
“singable” lyric. Moreover, it is matched perfectly with the lush melody of Kern.
Though Hammerstein II had written both the lyrics and the libretto for the
momentous work Show Boat (1927), by 1940 his style was considered by many observers
to be outdated and in the “inner circle” of show business he was at forty-six considered to
be a “has been.” But at this time, the failing health of the lyricist Lorenz Hart caused
Richard Rodgers to search for a new collaborator. It was a fortunate accident that brought
Rodgers and Hammerstein II together to write the score for Oklahoma! (1943). The
history of the team of “Rodgers and Hammerstein” created, of course, another brilliant,
and significant chapter in the history of the American musical.
The verse of “All the Things You Are” has no obvious motivic connection with
the musical material of the refrain. Its tonal center of G major, however, is the tonal focus
of the bridge of the refrain. Furthermore, the lowest pitch b
H in the verse is a pivotal note
in the refrain in measure 6 and it is also the nadir note in the refrain. In summation, the
verse is quite repetitive; the rhythmic pattern ( ) of
measures 1-2 is repeated five times. This is repetition to, perhaps, the point of monotony.
One might also question the elegance of the closing word, “you” as it connects to the
refrain.
The form of the refrain is the most typical A
1
A
2
BA
3
, however, the way Kern
shapes the first two A sections and the bridge reveals a true touch of genius.
127

Example 3-9.2. Jerome Kern, All the Things You Are, measures1-16

After the verse in G major, the refrain abruptly starts in A
♭
major (tonally quite
removed). The initiating melodic note a
♭1
is supported by the harmony vi
7
creating an
initial sense of the tonality of f minor which is the relative minor of A
♭
major. This is
clearly the most elaborate VI – II – V - I song in musical history! It stands as an
apotheosis of the circle of fifths chord progression.
Two particularly striking features of the first 16 measures of the song are: 1) a
long descending melodic line from a
♭1
to b
H , paired with a descending harmonic motion
from f minor to G major in the bass creating a repetitive pattern of contrapuntal intervals
between the melodic and harmonic lines (i.e. a linear intervallic pattern of 10-7, 10-7, 10-
7, 10.); 2) a recurring motive x (rising perfect 4
th
and falling perfect 4
th
) which is
sequenced in correspondence with the descending melodic line. The linear intervallic
pattern is illustrated more clearly in the graph below.

128

Example 3-9.3. Jerome Kern, All the Things You Are, linear intervallic pattern in measures 1-16

Motive x in the first two measures a
♭1
- d
♭2
- a
♭1
predicts the importance of the
interval of the 4
th
for the rest of the song. The following sequence of motive x on g
H 1

contains 7 attacks, 6 of which are the note g
H 1
. This recollects the monotonous aspect of
the melody from the Verse section of the song. The third time, motive x begins on f
H 1
but
contains the leap of the augmented 4
th
to a b
H 1
. This unexpected b
H 1
brings about a
significant harmonic reorientation, resulting in a shift to the local tonality of C major. The
sequencing of motive x stops when the descending melody reaches an e
H 1
. The structural
melody in this phrase has traversed a motion from a
♭1
- g
H 1
- f
H 1
- e
H 1
. This phrase
remains within the tonal orbit of A
♭
major/f minor. Motive x then begins another round of
sequences in the second phrase of A, e
♭1
and d
H 1
appear in measures 9 and 11,
respectively. In fact, the second phrase (A
2
) replicates A
1
in a transposition down a
perfect 4
th
. When the melodic line descends to c
H 1
, a stepwise motion prepares for the
final note of the long descent to reach the significant pitch b
H
(recalls measure 6). This
brings the 16 measure unit to a close on a G major triad. The appearance of the final note
b
H occurs in the bridge (indicated by the dotted line in Example 3-9.4) in the octave
register higher of b
H1
in measure 19.

129

Example 3-9.4. Jerome Kern, All the Things You Are, measures 17-24

The bridge begins in G major with an exuberant rising gesture to the pitch d
H 2
. G
major is at a considerable remove (tritone from f minor; leading tone of A
♭
!) from both
the beginning and end of the song. It is, however, the tonal center of the verse. And, as
the lyric tell us, we are “on the brink of a lovely song” in the upcoming bridge. The two
internal units of the bridge are related by a downward transposition of minor third (i.e. II
– V- I in G major is thereby transposed to II – V – I in E major). The aforementioned
b
H1
in measure 19, is preceded by a stepwise descending minor third d
H 2
- c
H 2
- b
H 1
in the
melodic line. The b
H 1
, which functions as in G major, then begins yet another
descending motion from b
H 1
- a
H 1
- g
#1
(this is indicated with - ). This second aspect
of the bridge perpetuates the 10-7 intervallic pattern from the A sections. The g
#1
in
measure 23 supported by an E major chord and it is held into the next measure where the
added note (c
H 1
) creates a c
H 1
-e
H 1
-g
#1
altered V
+
of f minor. On the resolution to f minor
the spectacular chromatic, enharmonic phrase modulation is completed and we find
ourselves at A
3
. This incredible tonal shift is affected effortlessly in a breathtaking
manner.
Here, Kern’s incredible craft in the overall structure of the song is revealed: the
b
H 1
- a
H 1
- g
#1
structural descent in the bridge is in fact a continuation of the descending
130

line from the previous A
1
and A
2
sections. The descending melodic line during the first16
measures of the song, then transfers the last note b
H by a registral transfer to b
H 1
in
measure 19 then it descends to an a
H 1
and a g
#1
in the bridge. The g
#1
is enharmonically
the same as a
♭1
, revealing over the entire 24 measure unit a descent from a
♭1
to g
#1

(=a
♭1
)! (a
♭1
- g
H 1
- f
H 1
- e
H 1
- e
♭1
- d
H 1
- c
H 1
- b
H
- a
H 1
- g
#1
(a
♭1
))
Example 3-9.5. Jerome Kern, All the Things You Are, measures 25-32

The elongated final A section (12 measures) begins from measures 25-29
identically with the first five measures of A
1
. At measure 30 the melody leaps to the
appoggiatura e
♭2
, which replaces the significant b
H 1
of measure six. In measure 34 with
another ascending arpeggiation recalling section B, the melodic apex f
H 2
is finally
reached. This is followed by a downward leap of the minor seventh to g
H 1
which then
resolves up to a
♭1
. In these closing measures the apparent melody actually transforms
into a compound melody: 1) a descending line, f
H 1
- e
♭1
- d
♭1
- c
H 1
, which is indicated
with a dotted horizontal line. The c
H 1
is in the accompaniment proving Kern’s intricate
131

design between sung melody and piano or orchestral accompaniment; 2) the other line,
f
H 1
remains in the same register after upper and lower neighboring tones (indicated with
flags) and with the register transfer, to f
H 1
which then descends to g
H 1
in measure 34,
and eventually rises by step to an a
♭1
, expressing the happy moment of “When all the
things you are, are mine!”

Performance/ reception
The reason Kern thought that this song in all likelihood would never become
popular is the paradoxical cause of its enormous fascination among musicians of all
categories. In the jazz instrumental versions of “All the Things You Are,” the verse is
never used but rather an eight measure introduction, which was used in a 1945 recording
by Dizzy Gillespie and Charlie Parker, is almost always employed. This eight measure
prelude contains the following chord progression D
♭
min
7
/ D
♭
min
7
/ C
7(+9)
/ C
7(+9)
/ D
♭

min
7
/ C
7(+9)
/ C
7(+9)
. These same eight measures are sometimes also used as a postlude.
The melody above this set of chord changes was recycled from the opening of
arrangement for “Good Jelly Blues,” which Dizzy Gillespie had written for the Billy
Eckstein big band. Ironically, it was a “hip” caricature of the opening of Rachmaninoff’s
Prelude in c
#
minor!
“All the Things You Are” is also utilized in instrumental versions as a contrafact.
The “melodic contrafact” is a term coined by jazz scholar James Patrick to represent the
melodic equivalent of contrafactum; in European history this was a vocal composition
132

with a new text replacing the original. What is maintained in these jazz pieces is the
chord progressions which are then given new melodies (chord progressions cannot be
copyrighted). Three well known contrafacts based on the chord structure of “All the
Things You Are” are 1) “Prime Albert” (Kenny Dorham) and Max Roach, 2) “Are You
All The Things” (Bill Evans) and 3) the humorously entitled “All the Things You Could
Be By Now If Sigmund Freud’s Wife Was Your Mother” (Charles Mingus).

133

“All The Things You Are”: A Partial Recording History
1) Tony Martin (1939)
2) Helen Forrest (1939)
3) Mildred Bailey (1940)
4) Frank Sinatra (1945)
5) Buddy Clark (1948)
6) Helen O’Connell (1952)
7) Sarah Vaughan (1956)
8) Carmen McRae (1957)
9) Chris Connor (1959)
10) Ella Fitzgerald (1963)
11) Betty Carter (1976)
12) Kitty Margolis (1989)
13) Ann Hampton Callaway (1992)
14) Sylvia McNair with Andre Previn (1994)
This is such a magnificent song that it has many great interpretations. All on the
above list are excellent. Since it is like Harold Arlen’s “Last night When We Were
Young” essentially an “art song,” I prefer the classical performance by the great soprano
Sylvia McNair accompanied by Andre Previn on piano.

134

“All The Things You Are”: Form A
1
A
2
BA
3

A
1

A
2

B

A
3

135

I’m Old Fashioned 1942

Example 3-10.1. Jerome Kern, I’m Old Fashioned, Lead sheet

136

This song was written in 1942 just three years before Kern’s death. The song was
danced wonderfully by Rita Hayworth (whom Fred Astaire identified as his favorite
partner – so much for Ginger!) and Astaire in the romantic comedy movie You Were
Never Lovelier. Hayworth’s singing voice was dubbed in the film by Nan Wynn. Both of
the stars received great critical attention and praise by reviewers. Time magazine assessed
the film as a “light and winsome fare.”
27
The film actually contains three great ballads by
Kern: “Dearly Beloved,” “You Were Never Lovelier” and “I’m Old Fashioned”. The
movie remains a delightful musical comedy for today’s audiences and is Kern’s best
score after Swing Time (1936). “I’m Old Fashioned” is a superb song with a lyric as
lovely as the song tune. It was clearly Astaire that got Kern to “swing.” And he achieves
this with comparatively few notes, and none here shorter than a quarter note. In particular
the second half of the C section is a masterpiece of the compositional imagination. And,
it accomplishes all of this in the range of a ninth.
The title of the song is viewed by some writers as a credo to Kern himself at this
point in his career, as a kind of final tribute to the “fete galante.” The lyric for this song
was written by Johnny Mercer.
I’M OLD FASHIONED
I’m old fashioned,
I love the moonlight,
I love the old fashioned things;
The sound of rain upon a window pane,
The starry song that April sings.
137

This year’s fancies are passing fancies,
But sighing sighs, holding hands,
These my heart understands.
I’m old fashioned,
But I don’t mind it,
That’s how I want to be,
As long as you agree to stay,
Old fashioned with me.
Johnny Mercer was an extremely fast worker and he was in awe of Kern’s place
in the Pantheon of song composers. Mercer always wanted to be a composer of hit songs
for the theatre but the economics and cultural stagnation of Broadway saw to it that
Mercer never realized this dream. The often difficult Kern was so delighted by Mercer’s
lyrics to “I’m Old Fashioned” that he summoned his wife to listen to it – a quite unusual
occurrence. Mercer was the master of vernacular prose, but clearly deferred to Kern’s
style and attempted to reach for poetic heights and he, obviously, succeeded quite
beautifully – i.e. “the starry song, that April sings!”
The form of the refrain is the untypical A
1
BCA
2
(or sometime read as A
1
BA
2
A
3
)
and, as noted above, the latter half of the C section shows Kern’s ingenuous invention.
Furthermore, the A sections are subdivided into an “a” (2 bars), “a” (2 bars), “b” (4 bars)
barform design.

138

Example 3-10.2. Jerome Kern, I’m Old Fashioned, measures 1-8

The opening phrase begins the song with a motive made by a downward leap of
f
H 1
- c
H 1
and this is indicated as motive x (“I’m old fashioned”). This descending leap
portends the dominating tendency towards local descending motions in the melodic line
for the remainder of the song (but sometimes in service of a larger scale ascension; see
section C). The bracketed motive x also functions as a rhythmic motive which prevails in
the rather simple A section. In the following two measures, the f
H 1
in measure 1 moves
up to an a
H 1
which then again utilizes the identical two-measure rhythm and downward
leaping pattern. Most listeners would, at this point, most likely expect to hear the a
H 1

move up to a c
H 2
and then down an octave to c
H 1
in the melody to complete a triadic
pattern within F major. However, the melody actually leaps to b
♭1
, the adjacent tone to
a
H 1
. Which then descends back to a
H 1
and eventually down stepwise to g
H 1
. An
incomplete neighboring tone 4-3 (more commonly called an appoggiatura) (b
♭1
- a
H 1
,
“love the”) occurs in the melodic line in measure 5 and is refreshingly shifted to an
internal 7-6 suspension in the tenor part (g
H - f
H , “old fashioned”) to create a
subdominant chord in first inversion.
Audibly a striking feature of this 8 measure phrase is the frequency of repetition
of the pitch c
H 1
. Out of the entirety of the sixteen attack points, c
H 1
occupies ten. Kern
139

denotes the lyric “old fashioned” with the repeated c
H 1
throughout the song and also
projects the octave image of the headtone c
H 2
which finally appears at the end of the B
section in measure 15-16. The harmonic motion for the first eight measures is tonic
moving to the secondary dominant seven chord of the supertonic. The essential melodic
motion is f
H 1
to a
H 1
with a descent to g
H 1
at measure eight. This descending motion will
continue to measure ten.
Example 3-10.3. Jerome Kern, I’m Old Fashioned, measures 9-16

The opening four notes of the B section (excluding a prefix decoration e
H 1
) g
H 1
-
f
H 1
- e
H 1
- d
H 1
in measures 9-10, with the lyric “sound of rain up-” (indicated as x’)
finishes the motion by skip from d
H 1
- g
H 1
and clearly recalls the descending 4
th
(motive
x){f
H 1
down to c
H 1
} from the previous section, however, this time it is stepwise over a
longer durational interval and is stated at a major third above. Then, motive x’ is repeated
with the added upper neighbor note a
H 1
(indicated as x’’). This motive x’’ is followed by
a reiterated sequence of it beginning on b
♭1
in measures 13 (b
♭1
f
H 1
). Notice that the
b
♭1
(“love”) in measure 5 from section A
1
and which appeared as an incomplete neighbor
tone of a
H 1
, now happens in measure 13 as a part of a large scale melodic ascent which
will soon reach all the way to a c
H 2
in measure 15 (f
H 1
in measure 1 - a
H 1
in measure 3 -
b
♭1
in measure 13 - c
H 2
in measure 15) This c
H 2
is the headtone for the entire song.
Locally both of these b
♭1
’s resolve to an a
H 1
.
140

What is revealed at a deeper level of construction is, therefore, an amalgamation
of local descents in service of a long range (deep structural) ascent from f
H 1
up to c
H 2
.
This is revealing of the great craftsmanship of Kern and is found in the art songs of
Schubert, Brahms, etc.
Example 3-10.4. Jerome Kern, I’m Old Fashioned, measures 17-24

The C section begins with d
H 2
, a structural upper neighboring tone of the
headtone c
H 2
from measure 15. The d
H 2
immediately drops a major 6
th
to f
H 1
and then
descends by step to e
H 1
creating a two measure construction with the identical rhythmic
patterns of measures 1-2 (the ‘a’ of the internal barform). This rhythmic pattern then is
repeated in measures 19-20.
The next four measures, the second part of section C, are the most interesting part
of the entire song. There is an elegant linear intervallic pattern of 10-10-10-10-10-10-10-
8 (worthy of Bach) between the melody and its harmonic support. Also, it is in contrast to
the rest of the song at the foreground level in which descending activity (either stepwise
or leap) has dominated. These four measures constitute a pure ascending motion with
chromatic harmonic support in the foreground with decorating downward leaps for
variety. Finally, the ascending melodic line which begins on c
#1
once again ends on c
H 2
,
the headtone . This pitch will now prepare for the final descent over the next 8
141

measures. The initial point of departure, c
#1
is, also, not a surprise considering that it is a
chromatic version of the c
H 1
which has pervaded the entire first A section and was
projected as an octave image to c
H 2
in section B.
The use of secondary dominants illustrates the superb harmonic taste of the
composer, especially the vii
o7

of the supertonic of F major in measure 23 (“heart”) which
enables a delicate and smooth transformation from A major back to F major.
Example 3-10.5. Jerome Kern, I’m Old Fashioned, measures 25-36

The beginning of the last section, A
2
is identical with the first phrase of A
1
.
This time, however, the aforementioned unfulfilled f
H 1
- a
H 1
(measures 1, 3 now in 25,
27) in the melody reaches directly to c
H 2
in measure 29 and completes the expected F
major ascending triadic pattern, and reestablishes for the last time c
H 2
as the headtone of
the song. The final descent follows thereafter in the piano accompaniment.
The c
H 2
in measure 29, activates motive x’’ from the B section which is now
utilized with a leap to f
H 1
. A d
H 2
is reintroduced as an upper neighboring note to the
headtone c
H 2
. Kern, then, reiterates the melody of measures 29-30 resulting in the last
section of the song being twelve measures instead of the expected eight. This is probably
motivated by several reasons: 1) the lyric: the protagonist says “(That’s) how I want to be
(old fashioned)” and needs to confirm more strongly with their partner’s consent “As
long as you agree.” How could Fred Astaire possibly say no to this cute and lovely
142

suggestion from Rita Hayworth! 2) more importantly, it provides a proper descent to
(b
♭1
) . Although it appears in the bass line, then the final descent can then occur in
the following measure (32). However, the significance of the melodic b
♭1
’s throughout
the song (measures 5, 13, 24) with appropriate harmonic support probably convinced
Kern that 4 (b
♭1
) being absent in the descent of the melodic line wouldn’t affect a
listener’s perception of the conclusiveness of the final cadence in the piece. The
unfulfilled direct statement of the c
H 2
- c
H 1
melodic motive from the beginning of the
song (measure 6) at last appears in measure 33 with the final occurrence of the text “old
(fashioned)” before the end of the song.

143

“I’m Old Fashioned”: A Partial Recording History
1) Barbara Lea (1955)
2) Judy Garland (1956)
3) John Coltrane (1957) [instrumental]
4) Chet Baker (1958)
5) Dinah Shore (1959)
6) Ella Fitzgerald (1963)
7) Blossom Dearie with Jack Sheldon (1964)
8) Anita O’Day (1973)
9) Joanie Sommers with Bob Florence (1980)
10) Cassandra Wilson (1988)
11) Kitty Margolis with Joe Henderson (1994)
Blossom Dearie’s subtlety, softness and wit win the day for my favorite
performance of this very great song. In addition Jack Sheldon contributes about twenty
notes but they are the “perfect notes”. John Coltrane’s instrumental performance is
exquisite in its unique way and Joanie Sommers and Kitty Margolis deliver wonderful
performances as well.

144

“I’m Old Fashioned”: Form A
1
BCA
2

A
1

B

C

A
2

145

Chapter Three Endnotes

1
Gerald Bordman, “Jerome Kern: Innovator/Traditionalist,” The Musical Quarterly 71: 4
(1985): 468-473.

2
Ibid., 469.

3
Alec Wilder, American Popular Song: The Great Innovators 1900-1950 (New York:
Oxford University Press, 1972), 36.

4
Roy Hemming, The Melody Lingers On (New York: Newmarket Press, 1986), 90.

5
Wilder, 33.

6
Gerald Bordman, Jerome Kern (New York: Oxford University Press, 1980), 209.

7
Wilder, 52.

8
Bordman, “Innovator/Traditionalist,” 470.

9
Michael Freedland, Jerome Kern (New York: Stein and Day, 1978), 93.

10
William Hyland, The Song Is Ended (New York: Oxford University Press, 1995), 128.

11
Oscar Hammerstein II, Lyrics (Milwaukee: Hal Leonard Books, 1985), 19-20.

12
Philip Furia, The Poets of Tin Pan Alley: A History of America’s Great Lyricists (New
York: Oxford University Press, 1990), 185.

13
Freedland, 90-91.

14
David Ewen, The World of Jerome Kern (New York: Holt, Rinehart and Winston, Inc.,
1960), 140.

15
Hammerstein II, Lyrics, 23.

16
Freedland, 118.

17
Wilder, 72.

18
Ibid.

19
Allen Forte, The American Popular Ballad of the Golden Era 1924-1950 (Princeton:
Princeton University Press, 1995), 65.
146

20
Ewen, Jerome Kern, 110.

21
Wilder, 71.

22
Furia, 215.

23
Max Wilk, They’re Playing Our Song (New York: Da Capo Press, Inc., 1997), 56.

24
Furia, 220.

25
Stephen Banfield, Jerome Kern (New Haven: Yale University, 2006), 273-274.

26
Wilder, 78.

27
Bordman, Jerome Kern, 393.

147

CHAPTER 4
Before proceeding to the actual study of Irving Berlin’s music there is one
significant issue that must be addressed.
It is a widely known fact that Berlin could neither read nor write musical notation
due to his total lack of any type of formal musical training. Although Berlin created both
the melodies and lyrics for his own songs, he always received various levels of assistance
from other people – musical secretaries, arrangers, and orchestrators - who in turn applied
their various skills to help him to find the appropriate harmonies, counterpoint, textures,
timbers, etc., for his melodies. Prominent among those that he employed over his long
career as a songwriter was Helmy Kresa, his most significant musical secretary.
Kresa was a German immigrant who studied music at the Milwaukee
Conservatory. He began his collaboration with Berlin with the publication of the 1927
edition of Ziegfeld’s Follies. For the next 60 years, the two men worked together very
closely. Kresa was not, however, a musical secretary for Berlin alone. He also served as
an arranger for many other songwriters including Johnny Mercer, Harold Arlen, Cole
Porter, Burton Lane, Harry Warren, Irving Caesar and Harry Ruby. He wrote songs
himself, one of which became quite popular, “That’s My Desire” (in a recorded
performance by Frankie Laine). Berlin cherished Kresa’s ability to work quickly and also
for his taste for simple and straightforward musical statements. One particular procedure
that Kresa employed was to conceptualize his work in the tonal area of C major and only
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later did he transpose the finished work to a key that might better fit the vocal register of
a particular performer. This coordinated well with Berlin’s method of utilizing his
notoriously famous transposing piano the “Buick,” which allowed Berlin to “perform” in
F
#
/G
♭
. Berlin’s musical ineptitude was self-taught but quite badly self-taught. The result
was that he was never truly able to trust himself until he had Kresa (or one of his other
assistants) play his creations to him to show him how it actually sounded outside of his
own head. Moreover, he always needed a trusted person to convince him that his work
was actually good.
In the early days of his career, Berlin constantly fought rumors that someone else
was actually writing the songs for him. Because the beat of much of his music was
“black,” a rumor went into circulation that Berlin “kept a little black boy” in his famous
trunk to help him write his songs with their lightly syncopated, semi-black and faintly
Jewish melodies. Another circulated rumor implied that he could only play the piano with
one finger. Although, he continued to produce hit songs ceaselessly, Berlin never became
free from a deep insecurity about his lack of musical skills and training during his entire
career. This caused many periods of mental depression during which the pace of his
production frequently languished.
There is no real argument against the fact that Irving Berlin is one of the greatest
American songwriters. However, a “song” as a finished product contains many other
aspects than just a tune; this includes a piano accompaniment, comprised of harmonic
choices and linear counterpoint. A hit song is a combination of all of these aspects.
Berlin’s working method was to create a melody, which he would sing or “play” for the
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musical secretary. The musical secretary would then supply various options for potential
harmonies and accompaniment patterns. Berlin would then from these options choose a
final version. The arrangers who worked with Berlin said that Berlin was clear in his
preferences concerning the harmony and accompaniment patterns that he wanted;
however, one cannot deny that the options themselves were provided by the arrangers
who could not help but supply the choices from their own personal penchants. On the
contrary, among his colleagues Jerome Kern is famous for writing detailed piano
accompaniments which intricately interact with the melodic lines in his songs in the
manner of the greatest European masters such as Schubert. George Gershwin wrote all of
the details, including the orchestration, for his extended works and the opera, Porgy and
Bess.
There can be no denial of Berlin’s natural genius, but he remains an anomaly in
American musical history. There are no other truly comparable figures. One thinks of
Erroll Garner, who never learned to read musical notation, but Garner was an amazingly
virtuosic performer. Berlin “performed” his pieces so badly that many observers found
the experience to be embarrassing and confusing. Finally, as a lyricist Berlin was clever
and certainly competent. But if he were only a lyricist, he would be remembered as a
second-level talent, in the company of such other immigrant figures as Gus Kahn, Al
Dubin, or Lew Brown.

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Irving Berlin (1888-1989)

During his long life (over a century) the immigrant Russian Jew Irving Berlin
worked extremely hard to assimilate himself into the main currents of American society.
He accomplished this dream at a level that he could hardly have imagined. He became,
perhaps the most recognized composer in the history of American popular song and the
Broadway musical. In addition he was presented with a Congressional Medal of Honor
from President Truman for making special contributions to the country during the Second
World War. He was a uniquely successful businessman in the music business and was,
also, the head of a beautiful family of three children. However, his early years in this
country were quite difficult and economically precarious.
Irving Berlin immigrated to the United States with his family in 1893 when they
fled from the massive pogroms occurring in their Russian hometown. Irving was five
years old. His family – the father, mother and five siblings – soon settled in the Lower
East side of New York. The family name was Baline and people called him Izzy, because
of his first name, Israel.
Similar to most immigrant families of that time period, Berlin’s family lived in
dire poverty. Eight members of family shared a three - bedroom apartment and everyone
worked to collect the necessary funds for food. Izzy was the youngest but he did his share
working as a newspaper boy while he was attending public school. His father, Moses,
who had been a cantor in Russia, continued to sing and to also teach Izzy the fundamental
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aspects of singing whenever an opportunity appeared. It seems that this is the only
practical explanation for Izzy Baline’s phenomenal natural talent in music, in spite of his
complete lack of any formal musical education. Moses Baline died of chronic bronchitis
at the age of fifty-three in 1901.
After his bar mitzvah, Izzy became frustrated with his inability to contribute in a
meaningful way to his family’s finances and finally decided that he should be on his own.
He left his home and for the next two years stayed in rather horrible lodging facilities. It
was not easy for him to find any kind of formal employment due to his age and his
limited education. With the one asset that he had inherited from his father, he became a
“busker,” an itinerant singer, moving from one saloon to another until he was finally
hired as a resident singing waiter at The Pelham Café in the heart of Chinatown. That
became the place where Izzy Baline developed his musical skills despite the long and
grueling working hours. To attract more notoriety, the proprietor Mike Salter suggested
that Izzy and his companion singer create an original song for the café and the result was,
“Marie from Sunny Italy.” Izzy was the lyricist and his partner wrote the music. It was
eventually bought by the music publisher Joseph W. Stern and appeared as a published
piece of sheet music. Izzy then chose his professional name “I. Berlin” and it appeared in
this form on the publication.
In 1908 Berlin found a new job at Kelly’s restaurant. It was during his tenure at
this establishment that Berlin began to perfect the craft of songwriting. He continued to
write lyrics but he also began to compose his own melodies, working with various
collaborators. Because of his severe limitations in the rudiments of music, Berlin realized
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that he needed a more sophisticated collaborator, not a mere transcriber for his melodies.
He was fortunate to meet Edgar Leslie and during this period together they wrote a song
“Wait, Wait, Wait” which was published and became a modest commercial success.
The construction of other songs (“Sadie Salome,” “Go Home”) with Leslie led
Berlin to sign a contract with the Waterson & Snyder Company as a staff lyricist. From
the very beginning of his life as a professional lyricist, Berlin showed remarkable
productivity and this would become the pattern for the rest of his entire career. His first
hit song at the new company was “My Wife’s Gone to the Country,” on which he
collaborated with new contributors Ted Snyder and George Whiting. Although this song
sold over 300,000 copies, Berlin learned an important lesson about the process of
royalties. He, of course, had to share his royalties with his collaborators. Undoubtedly
this incident led him to realize that the wise course of action for him was to create his
own publishing firm. As an instant remedy for his current predicament Berlin decided to
use music which existed in the public domain and to write new lyrics for those melodies.
Berlin also started to utilize a prepared or transposing piano when he wrote songs.
This kind of piano was popular during 1910s and its mechanical process allowed the
performer to change musical tonal centers by simply flipping a lever. Without proper
training in piano playing, Berlin was able to perform (and thereby compose) in any key
that he wished.
1911 was a vital year in Berlin’s life; he wrote the song “Alexander’s Ragtime
Band.” Initially, it was an instrumental piece that was interpolated into the revue Merry
Whirl. However, in this form it was not successful. Fortunately, the song began to catch
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on outside of New York and eventually the sheet music was to sell millions of copies. It
eventually became a sensation and gave Berlin the somewhat misleading reputation of
“The Ragtime King.” The song was so popular that not only could one hear the song
being played from coast to coast in the United States but it was fabulously popular across
the Atlantic in London, Paris, and other European cities.
This was also the year that he officially changed his name and forevermore
became known as Irving Berlin. His being welcomed as a new member of the prestigious
“Friar’s Club” was a barometer of Berlin’s new and emerging status as a songwriter.
Celebrated composers like George M. Cohan and Harry von Tilzer were the club’s
established associates. Later in this same year he became a partner in the music
publishing company “Waterson, Berlin & Snyder.”
While he was busy writing hit songs for the enterprise of publishers, composers,
performers that was becoming to be identified as “Tin Pan Alley,” he met a young
prospective singer named Dorothy Goetz. After a short courtship they were married in
1912. Berlin seemed to have found everything: a successful career, a new bride, and a
wonderful new apartment for their life as a married couple. However Dorothy contracted
thyroid fever during their honeymoon and, tragically, died only five months into their
marriage. Berlin was emotionally crushed for months after her sudden death. Eventually
he emerged from his depression and wrote a song about the tragedy “When I Lost You”
and it became a hugely popular song.
In the early 1910s, Vernon and Irene Castle had led a movement which was to
revolutionize the ballroom dance scene in America; they were responsible for taking
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ballroom dancing from a sensual, primitive orientation towards a much more elegant and
refined style. They danced to an orchestra founded and led by the composer James Reese
Europe, The Syncopated Society Orchestra. In 1914, an important Broadway producer
Charles Dillingham asked Berlin to write an entire musical score for the revue Watch
Your Step which starred Irene and Vernon Castle. This was a big leap for Berlin because
not only was his reputation as a composer involved but more importantly it was the first
time that a “Tin Pan Alley” song composer became a legitimate “player” in the theater
business. Happily the show was a big success. Now it was evident that Berlin had
become larger than just being identified as a songwriter. The popularity of the show
resulted in requests from the Italian Opera composer Puccini and also the celebrated
playwright Bernard Shaw for possible collaborations with Berlin after they attended
performances of the show.
Berlin’s popularity led to inevitable jealousies among his business partners at
Waterson, Berlin & Snyder. Berlin decided that the solution was to found his own music
publishing firm, Irving Berlin, Inc. He still used the old company to help promote his
individual vaudeville songs. But, his new company would handle the scores for the new
revues and new musicals that he was to compose and produce.
In 1916, he composed music for the show Stop! Look! Listen! which produced
one of his most significant songs, “I Love a Piano.” He also co-wrote music with Victor
Herbert for Ziegfeld’s revue The Century Girl. This revue was quite successful but
Berlin’s insecurity about his lack of musical training became an obvious emotional issue.
He knew that he had to reinvent himself as a composer, otherwise people would only
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remember him as yesterday’s “Ragtime King” (Ragtime ceased to be a significant
popular musical style after 1920).
When war was formally declared against Germany on April 1917, the “Tin Pan
Alley” songwriters including Berlin produced quite a number of wartime patriotic songs.
The next year (1918), Berlin finally finished a two year process which led to his
acquisition of American citizenship. He then found himself immediately drafted into the
United States army.
Berlin soon realized that his previous lifestyle as a songwriter who worked during
the night and slept until late in the morning was not appropriate for his new military life.
He particularly hated getting up at the crack of dawn for drills. It served as an impetus for
the creation of his song “Oh! How I Hate To Get Up In The Morning.” Berlin always
claimed that he wrote the song as a personal protest and that he never expected that it
would earn even a cent. Ironically, it eventually became Berlin’s first major war song. Its
simple, vernacular and straightforward patriotic tone made the song very popular. After
he was promoted to the rank of sergeant, his commanding officer at the camp suggested
to Berlin that he produce a show to generate funds for the proposed construction of a
“community house” to accommodate visitors to the camp. The result was the show Yip!
Yip! Yaphank.
After opening at the little Liberty Theatre at Camp Upton, Yip! Yip! Yaphank
moved to the New York City’s Century Theatre in August of 1918. It became a full
blown theatrical event on Broadway. Berlin himself performed “Oh! How I Hate to Get
Up in the Morning.” Another song for this show became, perhaps, his most loved song,
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“God Bless America.” The show was an enormous success and donations poured in. The
proposed “community house” was never actually constructed due to the end of the war.
Although Berlin did not earn a nickel for his labor, he attained much more than any
amount of money could have ever brought - Irving Berlin became a national hero.
Berlin dissolved the company that he had established in 1914 and then
incorporated into a new enterprise, Irving Berlin, Inc. The new company dealt with his
own songs and also published songs by many other composers. The famously extravagant
revue, The Ziegfeld Follies of 1919, contained seven Berlin songs and one of them
became not only the Follies main theme but one of Berlin’s personal favorites, “A Pretty
Girl Is Like A Melody.”
Becoming ever more prosperous in the publishing business and with supreme
confidence in his business acuity, Berlin made the acquaintance of producer Sam H.
Harris, who persuaded Berlin to buy a theatre. Harris purchased a site for the construction
of a new theatre in 1920. Berlin then found himself as an investor for the new theatre and
also as the composer who was preparing a new show for the opening of the new theatre.
Facing a shortage of cash for both the construction of the building and the production of
the new show, it became the biggest financial challenge that Berlin had encountered to
this point in his career. After reaching approximately one million dollars for its
construction cost, The Music Box Theater finally opened in September, 1921 with The
Music Box Revue of 1921, all of the music composed by Berlin. It was very successful.
He continued to produce Music Box Revues for the next four years.
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Berlin met Ellin Mackay, a society debutante, journalist and the daughter of a
telegraph magnate, Clarence Mackay, in 1922. She was already a fan of the songwriter
and he was, perhaps, the most famous celebrity bachelor in show business. However,
many obstacles were laid in the path of their relationship. Ellin was much younger than
Berlin, and came from the world of high society and finance, an arena in which Berlin
had never interacted. Recognizing that their relationship had become serious, Mr.
Mackay sent Ellin to Europe for almost a year of traveling in a desperate wish that she
might forget about the “Jewish songwriter.” After providing “titillating fodder” for the
gossip columns concerning their romantic relationship, Berlin finally eloped with Ellin
Mackay in January, 1926. Her father never forgave her or truly accepted Irving as a
family member until his death.
Berlin slowed down his creative activities quite a lot after his marriage. He did
create a few songs for other shows. It was also during this period that his competitor and
colleague Jerome Kern initiated a new chapter in the American Broadway show with his
1927 production of Show Boat. In addition, other newer competitors such as Cole Porter
and George Gershwin had produced new hit shows on Broadway. Even more problematic
for Berlin, these shows were more sophisticated, cultured and integrated than Berlin’s
Revues. George Gershwin actually won a Pulitzer Prize with Of Thee I Sing in 1931
which ironically was presented at Berlin’s Music Box. Quite suddenly, Berlin felt old
fashioned and thought that he might not be able to provide the Broadway musical patrons
with this “new” type of show. He therefore turned his attention to the less progressive and
more conservative Hollywood musical scene. Starting with his song “Blue Skies” which
158

was featured in The Jazz Singer (1927), he provided music for several movies including
Mammy and Puttin’ on the Ritz, but without much initial success.
The economic Depression following the stock market crash in 1929 profoundly
changed the scene on “Tin Pan Alley.” Many publishing houses were sold to Hollywood
studios. Berlin, himself lost a serious sum of money in the stock market, but thanks to his
earlier brilliant business strategy, he still owned all of the copyrights of his songs and
moreover, did not have to sell his Irving Berlin, Inc. to a Hollywood studio. Gaining
some self confidence from the success of two songs’ (“Say It Isn’t So,” “How Deep Is
The Ocean?”) on the radio, Berlin began to work on a musical that would reflect the
realities of the Depression era: Face the Music. Two hit songs emerged from that musical
“Let’s Have Another Cup of Coffee” and “Soft Lights and Sweet Music”. It again
became evident that Berlin still possessed the skill to write great American popular songs.
Berlin’s next project was a satiric revue, As Thousands Cheer, adapting a
newspaper format. It was not only the show in which Berlin made a huge comeback on
Broadway but it also became the biggest musical event of that Broadway season. It
produced many great songs; “Easter Parade,” “Heat Wave,” “Harlem On My Mind,” and
“Supper Time.”
In 1934, the forty-six year old Berlin made the cover of Time magazine and the
NBC radio network broadcast a multipart retrospective of Berlin’s songwriting career.
Forever illustrating the ability to adapt, Berlin redirected his attention to movie
productions. For the next eight years (1935-1942), Berlin essentially composed for film:
1935 Top Hat, 1936 Follow the Fleet, 1937 On the Avenue, 1938 Alexander’s Ragtime
159

Band, 1939 Second Fiddle, 1940 Louisiana Purchase, 1942 Holiday Inn. Some of these
were classics (Top Hat, Holiday Inn), others were quite successful and a few were not.
When President Roosevelt declared war on Japan in 1941, Berlin decided to do a
show about the army just as he had done 25 years before with Yip! Yip! Yaphank. This
time he made the brave suggestion that he wanted to integrate black performers into the
unit. The U. S. Army was still segregated at this time. The show was called This is the
Army and it opened on the Broadway on the Fourth of July in 1942. Berlin not only
donated his time in developing the show but also donated the royalties from all of the
songs to the Army Relief Fund. It was a great success and also a Hollywood movie
version was produced by Warner Brothers, and was once again a huge success. The stage
show became such a sensation that the company traveled all over the world for over two
years to entertain the tired and homesick soldiers. Again functioning as one of the
principal performers in the show, when Berlin finally returned home after the long tour,
he received a Congressional Medal of Honor from President Truman.
Berlin “stumbled” into a wonderful project caused by the misfortune of Jerome
Kern’s sudden death in 1945. It was the show Annie Get Your Gun which was about the
sharpshooter Annie Oakley. Here the now fifty-eight year old veteran of the Broadway
musical proved that he was still in top form. This show produced the astonishing number
of nine hits including “Anything You Can Do,” “Doin’ What Comes Natur’lly,” “They
Say It’s Wonderful,” and “There’s No Business Like Show Business.” Following this
enormously successful stage production Berlin had one huge flop, Miss Liberty (1949)
and a moderate success with Call Me Madam (1950). After a not so successful movie
160

There’s No Business like Show Business (1954) and a tepid response to the Broadway
show Mr. President (1962), the 1966 revival of Annie Get Your Gun became the last
successful production of Berlin’s life. Thereafter he became notoriously reclusive for the
rest of his life. In May of 1989, Berlin died at his home and was buried next to his wife
who had passed away the year before.

161

Alexander’s Ragtime Band 1911

Example 4-1.1. Irving Berlin, Alexander’s Ragtime Band, Lead sheet

162

This is the song that gave Irving Berlin his early nickname “The Ragtime King.”
Berlin heard all of the “street” music of his youth. The sounds in the cities in the late 19
th

and early 20
th
centuries existed around a fortunate wave which had brought, in particular,
eastern European Jews to New York at the same time that it also brought enough
Southern blacks to mount an eventual Harlem renaissance. Hence, the two primary
ingredients of an indigenous American music had arrived in a fortunate teaming. By the
time Berlin was maturing into a young man, the blues and other forms of indigenous
“black” music were beginning to lose their specific “folk” orientation and were prepared
to meet and interact with the white population. The American standard songbook is, in
fact, largely the Jewish response to black music. This “living street” music appeared
primarily in vaudeville houses, taverns, barrel organs, vendors’ trucks, etc. One variety of
it, ragtime, had surfaced in the mid-1890s in St. Louis and had spread quickly to the other
major cities.
Berlin was, of course, familiar with ragtime and wanted to utilize some of the
characteristics of the genre in his songwriting, as did many other songwriters of the
period. He began to use “rag” or “ragtime” in the titles of several of his songs beginning
in 1909. These included “Stop The Rag,” “Sweet Marie, Make-a Rag-a Time Dance Wid
Me” and “Draggy Rag” before the sudden popularity of “Alexander’s Ragtime Band.”
Even after the success of this song, he continued to utilize ragtime in later songs such as,
“That Mysterious Rag,” “Ragtime Violin!” and “The International Rag.” However none
of his other “Rag” songs attracted nearly the attention of “Alexander’s Ragtime Band.”
163

There are several versions of stories related to the origins of the success of this song,
however, when the song began to gain popularity it became a sensation and Berlin
instantaneously became America’s best known song composer.
There are also controversies around this song regarding its title. Over the years,
most critics and writers have declared that this song has no genuine association with
actual authentic ragtime music; the song is, rather, closer to a march with a hint of
syncopation in the verse. However, one scholar who has published many interesting
documents on Berlin, Charles Hamm, points out several factors about the song that do,
indeed, give it some status as a ragtime piece: 1) The refrain is in the subdominant which
is common in instrumental ragtime pieces of the time (the verse is in C major and the
refrain is in F major of this song) {of course, this is also true of marches}; 2) there are
repeated references to the rhythmic pattern ( ), which although it is simple, is
one that is clearly associated with ragtime, and 3) it was a piece which was effectively
performed by “ragtime” performers and “coon shouters” in the 1910s regardless of how it
might look on a piece of sheet music.
1
Hamm also suggests that this song had such a
significant level of importance in Berlin’s career as a songwriter not because it was his
first internationally commercial success, but rather because the song became an icon in
the “ragtime revival era” and thereby established Berlin in this process as a revolutionary
American artist.
2

An interesting observation can be made about the title of the song: “Alexander”
was apparently a polite term for a Negro male in that era; and, in fact, a black band leader
is portrayed on the cover of the original sheet music. Berlin also used the term in other
164

songs such as “Alexander and His Clarinet” and “Alexander’s Bag Pipe Band.” The song
was introduced in a revue show “Friar’s Frolics” in 1911. It was basically ignored until
the performer Emma Carus sang it in a Chicago vaudeville house. It is frequently called
“the song Chicago made famous.”
A film named Alexander’s Ragtime Band was produced in 1938. The plot of the
movie concerns a relationship between a band leader and the band’s singer, and it starred
Tyrone Power and Alice Faye. It more or less functions as the background plot to a
parade of performances (23) of Berlin’s songs, three of which were written especially for
the movie. The movie was amazingly successful, and became one of the top grossing
movie musicals during the 1930s. One of newly written songs for the movie “Now It Can
Be Told” won the Academy Award for the best song of the year. Ethel Merman, who
played a supporting role in the movie, gave powerful performances of “Blue Skies,”
“Heat Wave,” and “Pack Up Your Sins and Go To The Devil.” Alice Faye sang the title
song quite effectively.
ALEXANDER’S RAGTIME BAND
VERSE I
Oh, ma honey,
Oh, ma honey,
Better hurry
And let’s meander,
Ain’t you goin’,
Ain’t you goin’
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To the leader man,
Ragged meter man?
Oh, ma honey,
Oh, ma honey,
Let me take you
To Alexander’s
Grandstand,
Brass band,
Ain’t you comin’ along?
REFRAIN
Come on and hear,
Come on and hear
Alexander’s Ragtime Band.
Come on and hear,
Come on and hear,
It’s the best band in the land.
They can play a bugle call
Like you never heard before,
So natural
That you want to go to war.
That’s just
The bestest band
166

What am,
Honey lamb.
Come on along,
Come on along,
Let me take you
By the hand
Up to the man,
Up to the man
Who’s the leader
Of the band,
And if you care to hear
The Swanee River
Played in ragtime,
Come on and hear,
Come on and hear
Alexander’s Ragtime band.
VERSE 2
Oh, ma honey,
Oh, ma honey,
There’s a fiddle
With notes that screeches,
Like a chicken,
167

Like a chicken,
And the clarinet
Is a colored pet.
Come and listen,
Come and listen
To a classical band
What’s peaches,
Come now,
Somehow,
Better hurry along.
Much of the popularity of this song is a result of its lyrics; which are very inviting,
and create an exultant mood through the utilization of such words as “Oh, ma honey,”
“Come on and hear,” and “Let me take you by hand”. In fact, this is a quintessential
example of how Berlin’s lyrics derive from the social events and the everyday materials
of his own life. He was quite skillful in turning these situations and attitudes into the texts
of the verses and refrains of his songs. He had started his career in music as a busker and
a singing waiter, the lyrics of this song portray in a quite revealing manner his lifestyle as
a street musician.
The song has a 16-measure verse in C major which is followed by a refrain of 32
measures in F major. The fact that the verse and chorus are in different tonalities was
quite unusual for 1911. The design of the refrain is A
1
BA
2
C, and each section consists of
8 measures.

168

Example 4-1.2. Irving Berlin, Alexander’s Ragtime Band, measures 1-8

The beginning of the song manifests two of the signature elements in Berlin’s
musical style: 1) the song begins with an anacrusis that extends into the downbeat of the
first measure which therefore creates a naturally eschewed rhythm; 2) the melody is
constructed with a memorable short motive which then contains a chromatic neighboring
motion and a syncopated rhythm and it is immediately reiterated or sequenced so that the
listener is able to remember the motive more easily.
The memorable short motive in this song (indicated as motive x) is stated and
repeated immediately as a “hook” for the listener and it also establishes the melodic
headtone of the piece a
H 1
.
Example 4-1.3. Irving Berlin, Alexander’s Ragtime Band, motive x

The first four-measure phrase is sequenced at the perfect 4
th
above in measures
5-8, paired with the lyrics “Come on and hear,” “come on and hear” setting up a mood of
invitation to everyone within shouting distance. This is a very social song as Alice Faye
always maintained through the hundreds of performances she delivered over several
decades. Berlin was also convinced that this direct exclamatory lyric was a major
169

contributor to the success of the song. The whole eight measures of the A section is
supported by a simple harmonic progress of I, IV, V in F Major.
Example 4-1.4. Irving Berlin, Alexander’s Ragtime Band, measures 9-16

In contrast to the dominating syncopated rhythm in the A section, the B section
contains only a single occurrence of a dotted rhythm as the pickup to begin the phrase. It
is a clever touch from Berlin that the first two-measure phrase (indicated as motive y) is
then sequenced in a free manner in the following two measures. This creates a perfect
text painting for “They can play a bugle call” which employs the perfect 5
th
below as if it
were an echo from a bugle call. It is interesting to note that the melodic contour of f
H 1
-
a
H 1
- c
H 1
- f
H 1
- a
H 1
- c
H 1
- f
H 1
- a
H 1
- c
H 1
- f
H 1
in measures 11-12 is identical to another of
Berlin’s popular songs “Oh, How I Hate To Get Up In The Morning,” written for the
show Yip, Yip, Yaphank in 1917. In the song of 1917, the particular melodic unit is paired
with the lyric “you got to get up” also mimicking a morning bugle call in the army.
Probably, for Berlin this motive was the stereotypical sound of reveille.
This response of motive y also reminds the listener of a sequence from the A
section; the first four measures were sequenced a perfect 4
th
up and now in the B section
the response of the bugle call occurs a perfect 5
th
lower – this produces a nice
symmetrical inversion. The rest of the B section slows the rhythmic patterns and prepares
170

for a return to the second A section which is identical to the first one. It is interesting that
Berlin wrote a sort of tag in measure 16 (“hon-ey lamb”) which in effect functions as a
melodic/harmonic interruption on in Schenkerian analytic terminology.
Example 4-1.5. Irving Berlin, Alexander’s Ragtime Band, measures 25-32

A quote (indicated as c) from “Swanee River” by Stephen Foster (Berlin much
admired this songwriter) appears in measure 25-28. The quote also contains the apex note
of the melody of the song, f
H 2
. The practice of borrowing parts from well-known songs in
the public domain was considered quite acceptable during this time period. The phrase
also is paired with a reference in the lyrics: “And if you care to hear the Swanee River
Played in ragtime,” creating a somewhat witty image of music about “other” music.
Berlin uses the nadir and apex notes to shape the contours of the song in an
effective way. This became another signature trait in his songwriting. Notice the process
by which Berlin utilizes the nadir and apex notes of the song to make the underlying
structure of the entire song clear: 1) both the nadir pitch (c
H 1
in measure 3) and apex
pitch (f
H 2
in measure 28) correspond to the syllable “time” from the word, “ragtime”; 2)
the midpoint between the nadir and the apex notes (c
H 1
and f
H 2
) are the two notes in
motive x: g
#1
-a
H 1
;

171

Example 4-1.6. Irving Berlin, Alexander’s Ragtime Band, nadir and apex notes

3) the nadir note c
H 1
first appears in measure 3, then an octave image of the nadir tone
c
H 2
begins both section B and section C in measures 9 and 25 respectively. And in
measure 28 the octave image of the nadir note c
H 2
begins the final structural melodic
descent utilizing the same rhythm from the A section; 4) an octave image of the apex note,
f
H 1
, first appears in measure 4, and it is also the same note as the bugle call response in
measure 11. When the apex note f
H 2
finally appears in measure 28 it begins the
concluding melodic descent through the octave down to f
H 1
as the last note of the song.
When f
H 2
appears as the apex note in measure 28, the supporting harmony is vii
o7
with
the bass note G
#
(again revealed as the midpoint between nadir and apex notes).

172

“Alexander’s Ragtime Band”: A Partial Recording History
1) Boswell Sisters (1934)
2) Alice Faye (1938)
3) Benny Goodman (1938)
4) Johnny Mercer with Pied Pipers (1945)
5) Max Morath (1948)
6) Ella Fitzgerald (1958)
The Boswell Sisters’ recording is full of “fun” and very creative. Alice Faye
completely “sells” the song in the movie version. But my favorite performance is by the
great lyricist and composer Johnny Mercer with the Pied Pipers. Mercer is a vastly
underrated singer. Listen to his performances of the title song (his creation) in the Robert
Altman film, The Long Goodbye.

173

“Alexander’s Ragtime Band”: Form A
1
BA
2
C

A
1

B

A
2

C

174

Blue Skies 1927

Example 4-2.1. Irving Berlin, Blue Skies, lead sheet

175

Berlin wrote this song on a request from Belle Baker, a vaudeville singing star,
who was the star in the early Rodgers/Hart show Betsy in 1926. In fact, it was one of
Berlin’s incomplete “trunk” songs that he hurriedly finished before the opening night of
the show. Baker feared the lack of a “signature song” in the show and she felt that it
desperately needed one. The Ziegfeld-produced Betsy as a show was a resounding flop
but this interpolated song, which appears near the end of the show, aroused the audience
and the singer on the opening evening had to perform twenty- three encores of the song.
The popularity of “Blue Skies” became a “sore point” for the chagrined Richard Rodgers
who as a consequence had bad feelings toward Berlin for many years. The great
vaudevillian star Al Jolson included a performance of this song in the very first “sound”
movie musical The Jazz Singer in 1927. The tremendous success of this movie revived
the vaudevillian star’s career in Hollywood. Probably the best and, perhaps, definitive
performance of the song is by Bing Crosby in the 1946 film also named Blue Skies,
which was based quite loosely on Berlin’s life. It also appears in the film On the Avenue
and Alexander’s Ragtime Band. “Blue Skies” is sixth on the list of the “Top Forty: The
Most Often Recorded Songs in America 1900-1950.”
BLUE SKIES
VERSE
I was blue,
Just as blue as I could be,
Ev’ry day
Was a cloudy day for me.
176

Then good luck
Came a-knocking at my door,
Skies were gray,
But they’re not gray anymore.
REFRAIN
Blue skies
Smiling at me,
Nothing but blue skies
Do I see.
Bluebirds
Singing a song,
Nothing but bluebirds
All day long.
Never saw the sun
Shining so bright,
Never saw things
Going so right,
Noticing the days
Hurrying by,
When you’re in love, my,
How they fly.
Blue days,
177

All of them gone,
Nothing but blue skies
From now on.
VERSE 2
I should care
If the wind blows east or west,
I should fret
If the worst looks like the best,
I should mind
If they say it can’t be true,
I should smile,
That’s exactly what I do.
REPEAT REFRAIN
Berlin, like his colleague and friend the songwriter Cole Porter, wrote both the
melodies and lyrics for his songs. This means that he had the advantage of maneuvering
the processes of text painting more intimately than those songwriters who had to
collaborate with a lyricist. This song is a good example of Berlin’s control of the intricate
relationship between the lyric and the melody. The word “blue” in the title contains a
plurality of meanings and Berlin utilizes them accordingly with shifts from the minor
mode to the major tonality. It sometimes denotes color as in “blue skies,” “bluebirds” but
also can mean sad as in “I was blue” or “blue days.” “Blue Skies” was essentially a
“happy song” for the happy days of 1927. Conversely, it later became an “anthem of
178

hope” during the depression years of the 1930s. The verse was clearly written after the
refrain. It is pedestrian at best and is almost never included in contemporary
performances. The form of the refrain is the typical A
1
A
2
BA
3
.
Example 4-2.2. Irving Berlin, Blue Skies, measures 1-8

The titular phrase “Blue skies” begins the song, paired with an ascending leap of a
perfect 5
th
from e
H 1
to b
H 1
. It is a superb choice for a text painting: the “sky” which one
has to look up to and, also this most important word in the lyric introduces the headtone
of the song b
H 1
. Motive x (indicated with a bracket), which utilizes lower neighboring
motions repeated once results in essentially sustaining the headtone b
H 1
in the melodic
line for five measures. The sudden drop from b
H 1
- d
H 1
in the melody in measure 5,
creates a nice balance with the upward leap (e
H 1
to b
H 1
) in the first measure. The two
leaps are noteworthy (e
H 1
- b
H 1
, b
H 1
- d
H 1
) not only because of their opposite contours but
because both leaps are paired with the same lyric “blue skies” and imply first the minor
mode (e minor) and then the major mode (G major). This represents the protagonist’s
mixed point of view, seeing the identical blue skies which will be contrasted by the
major/minor dichotomy throughout the remainder of the song. The e minor harmony
which governs the first two measures modulates into its relative major of G.
179

The melody of the A section, utilizes a pentatonic scale, and maintains a rather
static essence. However, Berlin (or, more accurately his musical secretary at that time)
constructed the matching harmony to the melody of the song with a chromatic descent in
the bass line progression; e
H - d
#
- d
H - c
#
- (e
♭
) - d
H . In addition to the aforementioned
change in tonality from e minor to G major, the bass line resolution

e
♭
- d
H ( ) in
measures 4-5 deserves a comment: it anticipates the e
♭2
apex pitch (an upper neighbor
tone to d
H ) in the melody of the bridge at measures 18 and 22.
Example 4-2.3. Irving Berlin, Blue Skies, measures 17-24

The melody of the bridge begins with a straightforward G major scale g
H 1
- a
H 1
-
b
H 1
- c
H 2
- d
H 2
, reminding the listener of a “filled” version of the ascending leap of the
perfect 5
th
in the first measure. Then, the melody reaches the quite surprising apex note,
e
♭2
(not the expected octave image of the e
H 1
in measure one, e
H 2
) in measure 18. Motive
x’, a variant version of motive x from the A section is utilized sequentially in the
following two measures to create a stepwise melodic descent from the apex note e
♭2
to
the tonic note g
H 1
and at a deeper structural level it creates an arpeggiation of d
H 2
- b
H 1
-
g
H 1
, the tonic triad. The rhythm of motive x’, , resting on the as the longest
note in the unit, emphasizes this d
H 2
- b
H 1
- g
H 1
motion.
180

The apex note e
♭2
was, in fact, already predicted in the accompaniment supported
by the harmony of ii
o
in measure 4 and returns as an octave image as the enharmonic
d
#1
in measure 24 in the piano accompaniment. This d
#1
resolves, of course, correctly
upwards to the initiating tone (e
H 1
) of the melody of A
3
. The pedal point of G in the
harmony of the bridge confirms the tonality of the song as G major. Note also the d
H - e
♭
- d
H - e
♭
etc. motion in the tenor voice of the accompaniment in the bridge section. It is
not a coincidence that the range of the melodic line in both the A section and the bridge
encompasses the interval of the 6
th
, a major 6
th
and a minor 6
th
, respectively. Also the
way the interval of the 6
th
is created is as an extension of the main interval of the perfect
5
th
(e
H 1
- b
H 1
in the A section, g
H 1
- d
H 2
in the bridge). And, in both cases this results in
the appearance of either the nadir or the apex note of the song. The overall result of these
processes are the pentatonic scale (g
H , a
H , b
H , d
H , e
H ) or the chord of the added 6
th
(g
H -
b
H - d
H - e
H ) both ubiquitous elements of the emerging styles of jazz and “Tin Pan
Alley.”

181

“Blue Skies”: A Partial Recording History
1) Maxine Sullivan (1938)
2) Ethel Merman (1939)
3) Betty Hutton (1944)
4) Bing Crosby (1946)
5) Dinah Washington (1954)
6) Ella Fitzgerald (1958)
7) Dinah Washington (1961)
8) Susannah McCorkle (1997)
9) Tierney Sutton (2005)
This is one of Berlin’s favorite songs for performance by jazz singers and
instrumentalists. All of the listed performances are good. Bing Crosby’s 1946 version for
the Berlin film of the same name is the definitive one.

182

“Blue Skies”: Form A
1
A
2
BA
3

A
1

A
2

B

A
3

183

Puttin’ On The Ritz 1930

Example 4-3.1. Irving Berlin, Puttin’ on the Ritz, Lead Sheet

184

Berlin wrote this song for a movie of the same title, Puttin’ on the Ritz, which was
made in 1929 and released in 1930. This song is considered as, perhaps, the most
rhythmically complex song that Berlin ever produced. The movie was not commercially
successful but this song became very popular. It was recorded by Fred Astaire in 1929
and he revived it for the more successful and remembered 1946 movie Blue Skies. It has
since then been associated with Astaire. However, a Ziegfeld singer, Harry Richmand,
dressed in formal black tie performed this song in the original film. William Hyland in
his study of American songwriters, points out that this was Berlin’s first top-hat-and-cane
song and that also, it was a precursor in the aspect of rhythmic displacement, to the latter
song “Top Hat, White Tie and Tails,” which was written specifically for Fred Astaire in
the film, Top Hat.
3
Throughout his career, Berlin remained closely tied to the individual
stage performer. In this respect he was quite different from his colleague Jerome Kern,
who tended to respond to the spirit of an entire production. Most people under forty know
this song from the Mel Brooks film Young Frankenstein in which Gene Wilder and Peter
Boyle perform a hilariously comedic version of it.
PUTTIN’ ON THE RITZ
VERSE
Have you seen the well-to-do
Up and down Park Avenue,
On that famous thoroughfare
With their noses in the air.
High hats and Arrow collars,
185

White spats and lots of dollars,
Spending ev’ry dime
For a wonderful time.
REFRAIN
If you’re blue and you
Don’t know where to go to,
Why don’t you go where fashion sits,
Puttin’ on the Ritz.
Diff’rent types who wear a day
Coat, pants with stripes and cutaway
Coat, perfect fits,
Puttin’ on the Ritz.
Strolling up the avenue so happy.
All dressed up just like an English chappie,
Very snappy.
Come let’s mix where Rockefellers
Walk with sticks or “um-ber-el-las”
In their mitts,
Puttin’ on the Ritz.
The lyric of the song is considered one of Berlin’s most clever and complex, and
it is paired with the aforementioned complex rhythmic displacements, that create
constantly recurring distortions in the verbal accents of the lyric. Philip Furia points out
186

that “the musical accents break down sentence, phrase, and word into tiny Cubistic
fragments fitted ‘mosaically’ to musical shards.”
4
This effective text painting is also
employed with rather simple and repetitive melodic lines against the syncopated rhythms.
Example 4-3.2. Irving Berlin, Puttin’ on the Ritz, measures 1-8

Perhaps the most striking impression from listening to this song is the unique
rhythmic patterns in the beginning of the melody. With a 4/4 (and usually performed in
2/2) time signature, the first three measures utilize only the three pitches of the tonic triad
f
H 1
, a
b1
, and c
H 2
. C
H 2
is utilized in two octaves, then a reiteration of the melodic contour
occurs with quite subtle rhythmic alterations.
Berlin employs two different rhythmic patterns (indicated below with x and x’)
which alternate to create a teetering effect between the melody and rhythm. The
confusion about the perceived downbeats and meter finally ends in measure 5 when the
structural melodic headtone c
H 2
moves down to b
b1
on the first beat of measure 5. The
opening four measures are notated in 4/4 but the listener actually perceives a pattern that
could be notated as 3/4, 3/4, 4/4, 2/4, 4/4.

187

Example 4-3.3. Irving Berlin, Puttin’ on the Ritz, rhythmic contour in measures 1-4

The b
♭1
is held for six beat units and then is followed by the titular phrase,
“Puttin’ on the Ritz,” in a quick stepwise descent in eighth notes of c
H 2
- b
b1
- a
b1
- g
H 1
to
the tonic f
H 1
on the downbeat of measure 7. The melodic line in A section therefore
departs from f
H 1
and returns to f
H 1
. It is not surprising that the thing that most people
remember about this song is the 5 note-descent with the titular lyric because it gives a
listener some relief from the earlier complex rhythmic and melodic patterns. The A
section is a wonderful example of lyric “ragging” taken to an extreme level. This song is
also a paradigm for the mixture of slang with refined diction creating unique allusions.
Example 4-3.4. Irving Berlin, Puttin’ on the Ritz, measures 17-24

The bridge section begins with a simple diatonic and stepwise pentachord (all in
even quarter note values) b
♭1
- c
H 2
- d
♭2
- e
♭2
- f
H 2
(motive y) in ascending and then
188

descending motion from and back to b
b1
, reminding the listener of c
H 2
to f
H 1
and the
rhythmic squareness and predictability of the titular descending line at the end of A
section. With a tonal shift to A
b
major, motive y is then sequenced on a
b1
, in measures 21-
23. Measure 24 restores a syncopated rhythm and on the last quarter note of measure 24
a
♭1
which descends to g
H 1
creates an interruption on in Schenkerian terms supported
by the V
7
in f minor. The ascending melodic scale step line in Motive y manifests an
excellent example of text painting on “strolling up the avenue,” “all dressed up just like
an English chappie.”
In contrast to the very complex rhythms in the A section, the B section consists of
regular downbeats except for the few syncopations in measures 19, 23, and particularly in
measure 24, which remains Berlin’s signature rhythm. Structurally the bridge reinforces
the quick descent of measure 6 (c
H 2
- b
♭1
- a
♭1
- g
H 1
). Here b
♭1
is prolonged for four
measures, a
♭1
for three measures and three beats and the g
H 1
for a single beat. The
bridge thereby supplies full harmonic support for the background urlinie (fundamental
melody) for the entire song.
It is interesting to hypothesize whether Berlin might have come up with this song
while he was tinkering with the f
#
minor tonic triad on his “Buick” (transposing piano).
The A section is essentially made of just the f minor tonic triad (f
H 1
- a
♭1
- c
H 2
) and both
the nadir and apex pitches in the song come from the octave images of the root and 5
th

tones of this triad. The bridge simply responds to the tonic triad by filling in the 5
th

interval with stepwise motion (b
♭1
- c
H 2
- d
♭2
- e
♭2
- f
H 2
), which is then sequenced.

189

Example 4-3.5. Irving Berlin, Puttin’ on the Ritz

“Puttin’ On The Ritz”: A Partial Recording History
1) Fred Astaire (1929)
2) Jan Garber (1930)
3) Judy Garland (1960)
This song clearly is a “specialty” item which is forever linked with theatrical
performances (Astaire and Garland). Even though Garland’s voice and intonation is
getting weak by 1960 she manages to capture the spirit and energy of the song in a clever
arrangement.

190

“Puttin’ On The Ritz”: Form A
1
A
2
BA
3
A
1

A
2

B

A
3

191

Say It Isn’t So 1932
Example 4-4.1. Irving Berlin, Say It Isn’t So, Lead Sheet

192

Berlin wrote this song at the end of a long stretch of seven years of personal and
professional struggles and which is frequently referred to as his “dry spell.” Ironically
this coincided with his marriage to Ellin Mackay. After completing this song in 1932,
Berlin’s low self confidence convinced him that it was mediocre and certainly would not
attract any attention from his perceived audience so he put the song away. Berlin felt that
the arc of his songwriting career had ended at that point. However, his business partner,
Max Winslow, heard him play through the song almost accidentally and he then showed
it to Rudy Vallee, a popular radio singer and bandleader, without Berlin’s knowledge or
approval. Vallee, who was at that time in the process of divorcing his wife, took the song
into his heart and performed it on his popular radio show sponsored by Fleishman’s Yeast.
The popularity of the song did help Vallee’s personal relationship in the short run but
eventually his marriage did dissolve.
5
More importantly from our perspective the song’s
great success was a major factor in restoring Berlin’s self esteem as a songwriter and
marked the endpoint in his long slump of searching for a “hit” song.
SAY IT ISN’T SO
VERSE
You can’t stop people from talking,
Ant they’re talking, my dear.
And the things they’re saying
Fill my heart with fear.
Now I could never believe them
When they say you’re untrue,
193

I know that they’re mistaken,
Still I want to hear it from you.
REFRAIN
Say it isn’t so,
Say it isn’t so,
Ev’ryone is saying you don’t love me,
Say it isn’t so.
Ev’rywhere I go,
Ev’ryone I know
Whispers that you’re growing tired of me,
Say it isn’t so.
People say that you
Found somebody new,
And it won’t be long before you leave me.
Say it isn’t true,
Say that ev’rything is still okay,
That’s all I want to know,
And what they’re saying,
Say it isn’t so.
Philip Furia has emphasized the impact of several movements in the arena of the
Fine Arts in New York from 1920-35 including Dadaism and Cubism on the literary and
artistic society of the city. Exhibitions featuring “found” objects facilitated changes
194

which eventually were revealed in the rhyming schemes used in the poems of the 1930s.
Tin Pan Alley’s lyricists were also not immune to the effects of these new tendencies in
New York society. Many popular songs in this period called the “golden age” of popular
song adapt techniques from colloquial speech idioms in their lyrics. This is reflected even
in the titles of such songs as “I Guess I’ll Have to Change My Plan,” “A Sure Thing,”
“How Long Has This Been Going On?,” “Just One of Those Things,” “You’re Driving
Me Crazy,” and “Say it Isn’t So.”
6
In this song, Berlin utilized obvious conversational
idioms in the lyric: “Ev’ryone is saying you don’t love me,” “Say that ev’rything is still
okay,” “That’s all I want to know,” and “And what they’re saying.” Berlin is also in this
song feeding the new, emerging “crooning style” of the microphone singers (Bing Crosby,
Ruth Etting, Helen Morgan, and in this particular instance Connee Boswell) with long
notes fitted to expansive vowels. Note the “a” and “o” sounds in such colloquial formulas
as “still okay” and “that’s all I want to know.”
The form of the refrain of “Say It Isn’t So” is A
1
BA
2
C or possibly A
1
BA
2
with a
Coda. The B section employs identical rhythmic patterns to the A section.

195

Example 4-4.2. Irving Berlin, Say It Isn’t So, measures 1-16

Berlin opens this love ballad in a quite striking way: 1) the melody begins on the
6
th
scale degree from the tonic center (e
H 1
in G major); 2) the opening titular phrase uses
only this one pitch e
H 1
which is repeated three times followed by a reiterated titular
phrase which is a half step lower (e
♭1
from the parallel minor mode), again with an
identical repetition. The e
♭1
then, descends to d
H 1
in measure 5, creating what is labeled
as motive x; and 3) the headtone of the song b
H 1
is established in measure 6 with an
upward motion outlining the tonic triad with the added sixth (d
H 1
- e
H 1
- g
H 1
- b
H 1
). At
that point the melodic contour suddenly plummets in the opposite direction dropping a
minor 7
th
down to c
#1
supported by a V
9
of V harmony. This leap of the minor 7
th
sounds
especially distinctive since the melodic line up to this point has been quite static and
contained within a limited interval span.
Section B
1
begins in a similar fashion to A
1
utilizing motive x, however, in an
inverted contour a
H 1
- a
#1
- b
H 1
, which then establishes the headtone b
H 1
. The melodic line
196

descends eventually to a b
H in measure 15, which is the nadir tone of the song and is also
the octave image of the headtone of the song. This low b
H is paired with the titular phrase
yet again, portraying the protagonist’s desperate emotional state. The aforementioned
abrupt minor 7
th
leap in measure 7 which created cognitive tension for the listener now
becomes much more clear when reflecting on the entire opening 16 measures of the song.
It is revealed that Berlin has constructed a beautiful compound melody which is shown in
the analytic sketch below.
Example 4-4.3. Irving Berlin, Say It Isn’t So, compound melodic line in measures 1-16

Motive x (e
H 1
- e
♭1
- d
H 1
) initiates the compound melody which then
chromatically descends to b
H in an inner voice of the song, joining the primary melody in
measures 15-16. It is interesting that motive x functions as the beginning of the compound
melody, while the inverted version motive x’ contributes to the adjacent motions which
sustain the headtone (b
H 1
) from measure 6 to 13.

197

Example 4-4.4. Irving Berlin, Say It Isn’t So, measures 25-32

The last phrase begins with c
H 2
, a structural upper neighboring tone to the
headtone of the song. The apex note d
H 2
appears in the following measure, paired with
the lyric “Say that everything is still okay” expressing the attempt at hope in resuscitating
an already suffering relationship. Motive x is utilized in the bass line in measures 28-29
and in the alto inner voice (d
H 1
- c
#1
- c
H 1
) and (e
H 1
- e
♭1
- d
H 1
) of measures 29-31, while
the melodic line is processing the final descent .

198

“Say It Isn’t So”: A Partial Recording History
1) Rudy Vallee (1932)
2) Connee Boswell (1932)
3) Perry Como (1946)
4) Dick Haymes (1947)
5) Stacey Kent (2003)
The story of the history of the Rudy Vallee performance is recounted in the main text
of this paper. Connee Boswell’s version is quite superior and was recorded the same year.
The song became associated with Perry Como in the 1940s. A new recording by Stacey
Kent with a good jazz arrangement is the one I would direct the contemporary listener to
audition.

199

“Say It Isn’t So”: Form A
1
BA
2
C
A
1

B

A
2

C

200

How Deep Is The Ocean 1932

Example 4-5.1. Irving Berlin, How Deep is the Ocean, lead sheet

201

This song was yet another “trunk” song published shortly after the song “Say It
Isn’t So,” and it became very popular in 1932. It was given to Bing Crosby for
performance and recording. And, as mentioned above, this was during a period when
Berlin feared that his time as a significant songwriter might have passed and he had lost
his confidence. He had witnessed Jerome Kern’s seminal success with Show Boat and
especially the young George Gershwin’s virtuosic talents in both composition and
performance had intimidated him greatly. The up and coming Cole Porter’s sophisticated
and suavely clever songs were an additional aggravating factor in Berlin’s already
troubled self confidence.
Berlin consulted one of his “trunk” songs called “To My Mammy” for the basic
lyric for “How Deep Is The Ocean.” He extracted the part which reflected on “how deep
the ocean might be,” and he then created a new lyric which consisted of rhetorical
questions, questions answered by more questions (from the famous Yiddish comedic
affinity?). The corresponding melody he developed is slow with long, sustaining phrases
paired with tonal transformations from minor to major combined with masterful and
beautiful text painting. The result revealed that he indeed still had a sharp ear for the
essential characteristics of the popular music of the 1930s. With the success of this song,
Berlin was able to truly break the “slump” in his songwriting and he began to write music
for a revue Face the Music, and this eventually led to his greatest success to this point on
Broadway, As Thousands Cheer in the following year. “How Deep is the Ocean”
appeared twice on “Your Hit Parade” although its highest rank was only eighth.

202

HOW DEEP IS THE OCEAN? (HOW HIGH IS THE SKY?)
VERSE
How can I tell you what is in my heart,
How can I measure each and ev’ry part,
How can I tell you how much I love you,
How can I measure just how much I do?
REFRAIN
How much do I love you?
I’ll tell you no lie.
How deep is the ocean,
How high is the sky?
How many times a day,
Do I think of you?
How many roses
Are sprinkled with dew?
How far would I travel
To be where you are?
How far is the journey
From here to a star?
And if I ever lost you,
How much would I cry?

203

How deep is the ocean,
How high is the sky?
This song is famous for its lyric of questions answered with, yet, other questions,
but it also expresses heartbreaking genuine emotions quite sincerely. It is certainly his
first genuinely felt love song indicating a fervent communication from one person to
another. It is, in other words, a mature song. “How deep is the ocean, how high is the
sky?” could have resulted in cliché, but instead Berlin fills the air with authentic feelings
in a widening embrace of artistic aspiration. This is, without doubt, an “A” list romantic
ballad and Berlin considered this song among his greatest achievements.
The form of this song is A
1
B
1
A
2
B
2
. The A and B sections are contrasted with the
A sections featuring rising repetitions of a two-measure motive (motive x) and the B
sections emphasizing a long line descending melodic motion.
Example 4-5.2. Irving Berlin, How Deep is the Ocean, measures 1-8

The melody in the first A section is quite simple; the two- measure melodic
motive (motive x) is stated, and then reiterated three times creating an ascending melodic
motion. Motive x, e
♭1
- d
H 1
- e
♭1
- g
H 1
, is repeated and then is sequenced at the perfect
5
th
up to b
♭1
in measure 5 which in a slightly modified form (motive x’) is repeated again
to conclude the phrase on c
H 2
. The rhythmic construction of motive x
204

( ), beginning with a one-beat rest followed by a two-beat
triplet is very effectively paired with the protagonist’s despondent emotional state.
Moreover, the harmony of this section is rather complex: it begins on a tonic in c
minor which initiates a chromatic descent in the bass line c
H - B
H - B
♭
- A
H - G
H , and
eventually to F
H in measure 8 (A clear example of Helmy Kresa’s wonderfully executed
craftsmanship!). In measure 5, there is a local tonicization of the satellite tonality of g
minor (ii
o7
- i). Then, the diatonic dominant seventh chord of E
♭
major appears in
measure 8, which reveals the tonality of the following B section and the ultimate tonic of
the song. The length of motive x is perfectly matched with the laconic question ridden
lyric and the ascending melodic line ends with yet another question “how high is the
sky?” It’s as high as the apex pitch and also the head tone of the song e
♭2
!
Example 4-5.3. Irving Berlin, How Deep is the Ocean, measures 9-16

The melody in the B section begins, therefore, with the apex note of the song, e
♭2
,
supported by a tonic harmony in E
♭
major. Thereafter, the melodic line outlines the e
♭

tonic triad with an entirely surprising “blue third (g
♭1
)” in measure 11. The B section is
constructed in contrast with the previous A section in several aspects: 1) the melodic line
in the A section keeps rising while that of the B section descends; 2) the length of
205

questions in the lyric now is 4 measures compared to the two-measure pattern in the A
section. The result is a beautifully sustained long line gesture. Of particular interest is the
text paintings on the word “think” with the blue third and the word “roses” with the nadir
note, both of which are excellent choices. The following A
2
is identical (a literal repeat)
to the first A
1
section.
Example 4-5.4. Irving Berlin, How Deep is the Ocean?, measures 25-32

The second B
2
section is an interesting modification from B
1
. In fact this section
is a hybrid version of both the A and B sections: the melody begins almost identically
with that of B
1
, however, this time it descends stepwise from the headtone e
♭2
to e
♭1

( ).
The fundamental line descending through the octave is a rather rare occurrence in
the art music of Europe in the common practice period (1650?-1900?). When it does
happen it is always in short pieces like songs. On the contrary it is found more frequently
in the tonal music of the past one hundred years. There are several reasons for this (i.e.
chord 7
ths
are treated as stable; the use of the added sixth as a structural element;
functional melody notes as 9
ths
, 11
ths
, 13
ths
; the influence of the pentatonic and the blues
scales; etc.) and one encounters this process even in quite large compositions. For
206

instance, Gershwin’s Rhapsody in Blue utilizes an structural melodic descent, albeit
the blues scale (b
♭
- a
♭
- g
♭
- f
♭
- e
♭
- d
♭
/d
H - c - b
♭
). And “How Deep is the Ocean?” is
an obvious descent. However, note the (d
♭2
) from the “blues” scale and please
recall the use of the “blue” third (g
♭1
) in B
1
.
In the process, motive x (rhythmically) is resumed in measure 27 recommencing
the two-measure units with the lyric of questions, and this eventually concludes the song
with the titular phrase. It is noteworthy that, though the song is finished with a question
“How deep is the ocean, how high is the sky?” the final appearance of the titular phrase is
paired without the “blue” third in E
♭
major, implying a brighter and positive future.

207

“How Deep Is The Ocean?”: A Partial Recording History
1) Bing Crosby (1932)
2) Ethel Merman (1932)
3) Peggy Lee with Benny Goodman (1941)
4) Frank Sinatra (1947)
5) Dinah Washington (1949)
6) Lee Wiley (1952)
7) Dick Haymes (1955)
8) Ella Fitzgerald (1958)
9) Susannah McCorkle (1997)
Bing Crosby had the original hit recording. Effective recordings by Peggy Lee and
Dick Haymes followed in the next two decades. The most beautiful rendition that I have
found is by the late and great torch singer Susannah McCorkle accompanied only by solo
guitar (1997).

208

“How Deep Is The Ocean”: Form A
1
B
1
A
2
B
2
A
1

B
1

A
2

B
2

209

Cheek To Cheek 1935

Example 4-6.1. Irving Berlin, Cheek to Cheek, Lead sheet

210

Copyright © 1935 by Irving Berlin

211

In a 1947 interview Berlin mentioned that he felt that he had only written five
structurally important songs and he essentially repeated new versions of these same songs
throughout his very long songwriting career. The five songs he chose were: “Alexander’s
Ragtime Band,” “Everybody Step,” “What’ll I Do?,” “A Pretty Girl is Like a Melody,”
and the present song “Cheek to Cheek.”
This song was written for the musical comedy film Top Hat in 1935, which
starred the popular dancing team of Fred Astaire and Ginger Rogers. Top Hat was the
fourth musical feature for the Astaire-Rogers dancing team. It is not only one of the most
commercially successful movie musicals made during the 1930s, but it is also considered
by many critics and fans to be the best of the dancing duo’s efforts. It is said that Berlin
was involved quite closely with the overall production of the film and, as a consequence
his songs are particularly well integrated into the plot of the movie. “Cheek to Cheek” is
regarded as perhaps the greatest dance song that Berlin wrote for Astaire, comparable to
but also probably superior to “Let’s Face the Music and Dance” (from Follow the Fleet in
1936) and “Change Partners” (from Carefree in 1938). One amusing anecdote concerning
this dance scene concerns Roger’s spectacular costume made from thousands of feathers.
It shed so many of the feathers during filming that it required many retakes and Astaire
later quipped that he had feathers in his hair, his eyes, his ears and his mouth.
7
The movie
also includes other significant songs including “Top Hat, White Tie and Tails” (which
became Astaire’s signature song), “Isn’t This a Lovely Day to Be Caught in the Rain?”
“No Strings,” and a finale grandioso production number, “Piccolino.”

212

CHEEK TO CHEEK
Heaven,
I’m in heaven,
And my heart beats so that I can hardly speak;
And I seem to find the happiness I seek
When we’re out together dancing
Cheek to cheek.
Heaven,
I’m in heaven,
And the cares that hung around me through the week
Seem to vanish like a gambler’s lucky streak
When we’re out together dancing
Cheek to cheek.
Oh! I love to climb a mountain
And to reach the highest peak,
But it doesn’t thrill me half as much
As dancing cheek to cheek.
Oh! I love to go out fishing
In a river or a creek,
But I don’t enjoy it half as much
As dancing cheek to cheek.
Dance with me,
213

I want my arm about you.
The charm about you
Will carry me through to
Heaven.
I’m in heaven,
An my heart beats so that I can hardly speak,
And I seem to find the happiness I seek
When we’re out together dancing
Cheek to cheek.
The lyric of this song is often criticized as being full of trite images and “tired”
rhymes which utilize banal ideas inside colloquial idioms such as “And the cares that
hung around me through the week,” “Seem to vanish like a gambler’s lucky streak” and
“my heart beats so that I can hardly speak.” However, the form and duration of the song
is quite unique in Berlin’s song catalogue. It is verseless and consists of A
1
A
2
BCA
3
(16,
16, 16, 8, and 16 measures, respectively). The most unusual part of the song is the added
section, C, which most likely Astaire requested because of his choreography. Berlin was
the ultimate pragmatist. If Astaire and Hal Boone (Astaire’s musical advisor) wanted an
extra section – he wrote it! As mentioned above concerning Kern, Astaire required, even
demanded, style, wit, flair, subtlety and sophistication in his extended dance numbers.

214

Example 4-6.2. Irving Berlin, Cheek to Cheek, measures 1-16

Almost everyone can recall the powerful opening phrase of this song, beginning
with the lyric “Heaven,” “I’m in Heaven” with the primary motif of the falling second.
The a
H 1
- g
H 1
melodic contour (motive x) which introduces the headtone of the song
(g
H 1
) proceeded by a quarter note appoggiatura (in Schenkerian terms an incomplete
upper neighbor tone), a
H 1
. This creates a syncopated rhythm ( ). It is quite
instructive how Berlin develops motive x in the measures that follow:
Example 4-6.3. Irving Berlin, Cheek to Cheek, motivic development in measures 1-8

As indicated in the above graph, motive x in measure 1 expands by adding e
H 1
and
f
H 1
as pickups to motive x and morphing into a new idea, motive y in measures 2-3. And
then motive y is reiterated. Then motive y is sequenced in a process which creates an
215

ascent through an octave (a
H 1
) g
H 1
- (b
H 1
) a
H 1
- (c
H 2
) b
H 1
- (d
H 2
) c
H 2
, eventually leading
to the apex note of the song, e
H 2
in measure 7. The supporting harmonies of measures 1-
4 are quite simple, as in most of Berlin’s other songs, I - V
7

- I in C major. The text
painting is beautifully executed here. The ascending melodic line with lyric “And my
heart beats so that I can hardly speak” not only creates the image of increasing
palpitations of the heart but also a literal rising motion to the aforementioned “heaven”
revealed in the apex note. The ascending line in measures 4-7 changes direction
immediately after reaching the apex note e
H 2
, and initiates a stepwise structural descent
which eventually settles on the tonic note c
H 1
in measure 15. The end of this descent is
paired in measures 14-15 with the titular lyric. During this melodic descent, Berlin puts a
little spin of internal variation on the already constructed ascending contour of measures
4-7: as indicated with the stems and numbers in the graphs below, he utilizes essentially
the same note patterns and intervals in the descent. However the descending line is less
symmetrical and therefore more unpredictable and syncopated in measures 8-11.
Example 4-6.4. Irving Berlin, Cheek to Cheek, melodic contours in measures 2-7 and 8-11

216

Example 4-6.5. Irving Berlin, Cheek to Cheek, measures 33-40 (measures 41-48 are identical)

The B section is also 16-measures long, and it consists of an 8-measure statement
followed by its literal repetition (the example above shows the first 8 measures). It begins
with two-measure motive (motive z) containing a prominent major 6
th
interval (motive w)
which is reiterated five more times and clearly risks being monotonous. The rising major
6
th
intervals are paired with appropriate proper lyrics such as “climb (a mountain),” and
“reach the highest (peak).” The titular phrase ending prepares the listener for the
unexpected C section. The repetition of the notes d
H 2
- c
H 2
reminds the listener of motive
x from the A section.
Example 4-6.6. Irving Berlin, Cheek to Cheek, measures 49-56

The C section, which at eight measures is the shortest phrase in the structure of
this song, begins in c minor, the parallel minor mode to the original tonic. The melody is
supported by a c minor tonic harmony with an added b
♭
(minor 7) is quite static until the
melody leaps to e
b2
. The striking sound of the e
b2
in measure 51 reminds the listener of
217

the apex pitch e
H 2
which appeared in measures 7 and 23, now, of course, it has the minor
color. It immediately jumps down a major 6
th
interval to g
b1
which is the headtone of the
song with the minor tinge ( ♭5 from the blues scale or the minor 7
th
of an A
♭7
chord).
This initiates a sequencing process in which the 6
th
interval is transposed to d
H 2
- f
H 1
and
c
H 2
- e
H 1
(indicated with w’). All of this results in a structural melodic descent of
. The e
H 1
in the melody then completes the descent stepwise to d
H 1
which is the
structural and creates an interruption in Schenkerian terminology. This 6
th
interval
sequence recalls, of course, motive w from the previous B section; the same interval with
the same number of repetitions but in opposite directions! The lyric in section C describes
the protagonist’s inner intense desires in contrast to the lyrics during the rest of the song
which portray the happiness and excitement he has while enjoying dancing cheek to
cheek with his loved one. This song has long phrases but it doesn’t wander or lag. Among
all of Berlin’s song, this is the one most admired by jazz musicians and singers. It
combines the sounds of Harlem with those of Hester Street in a very uniquely successful
mix.

218

“Cheek to Cheek”: A Partial Recording History
1) Fred Astaire (1935)
2) Dick Haymes (1947)
3) Doris Day (1953)
4) Ella Fitzgerald/ Louis Armstrong (1956)
5) Mel Tormé (1956)
6) Carmen McRae (1958)
7) Peggy Lee (1958)
8) Ella Fitzgerald (1958)
9) Frank Sinatra (1958)
10) Rosemary Clooney (1984)
11) Tony Bennett (1988)
12) Susannah McCorkle (1997)
13) Tierney Sutton (2005)
This is far and away the Berlin song most loved by contemporary popular and jazz
performers. Every single recording listed above is interesting and effective. But how can
one top Louis Armstrong (the foundation of jazz singing) and Ella Fitzgerald
(“Ladytime” herself) in this delightful and joyful performance. Listen to the differences
and also the similarities in the phrasing of these two masters – Fitzgerald loves being on
“top” of the beat and Armstrong is, as usual, “very deep” into the beat.

219

“Cheek To Cheek”: Form A
1
A
2
BCA
3
A
1

A
2

B

220

C

A
3

221

Let’s Face The Music And Dance 1935

Example 4-7.1. Irving Berlin, Let’s Face the Music and Dance, Lead sheet

222

Copyright © 1935, 1936 by Irving Berlin

Berlin wrote this song for the movie Follow the Fleet in 1935 (the movie was
released in 1936). After the sensational success of their previous movie Top Hat, Berlin
again teamed up with the Astaire-Rogers duo. The movie contains many great Berlin
songs including “I’m Putting All My Eggs In One Basket,” “Let Yourself Go,” “Get Thee
Behind Me, Satan,” “We Saw The Sea,” and “Let’s Face The Music And Dance.” This
particular song is often thought of as Berlin’s response to the songs of his close friend,
Cole Porter. Or, perhaps more explicitly this was his attempt to write a typical “Fred
Astaire tune” since Berlin was aware of the high regard that Astaire had for Porter (and
for Gershwin as well). Certainly the style of the song varies from the overall middle-brow
tone of the rest of the film. It is set in a gravely dramatic, almost pseudo-ballet framework
in the film. Some critics consider it to be among the very best “serious” dances of Astaire
and Rogers. Others regard it as pretentious and self-conscious. The song, however, is
223

very good and is one of the most performed of all Berlin songs by jazz and cabaret
performers and instrumentalists.
LET’S FACE THE MUSIC AND DANCE
There may be trouble ahead,
But while there’s moonlight and music
And love and romance,
Let’s face the music and dance.
Before the fiddlers have fled,
Before they ask us to pay the bill,
And while we still have the chance,
Let’s face the music and dance.
Soon we’ll be without the moon,
Humming a diff’rent tune,
And then
There may be teardrops to shed.
So while there’s moonlight and music
And love and romance,
Let’s face the music and dance.
The lyric of this song is quite suave, clean and very “civilized,” containing such
lyrics as “moon light,” “music,” “romance” and “dance,” quite unlike most of Berlin’s
other lyrics which are known for their simplicity and honesty. The lyric is, indeed, similar
to Cole Porter’s sophisticated, urbane and cultured style of writing. The melody for the
224

titular phrase of the song, in particular, “let’s face the music and dance,” consists of only
two notes d
H 1
and c
H 1
with much repetition: again, typical of many of Porter’s melodies.
The form of this verseless song is the typical A
1
A
2
BA
3
, however, the length of
each section is quite unconventional, 14, 16, 8 and 18 measures, respectively. Again one
finds this unusual extension of phrases quite often in the works of Cole Porter, but rarely
in Berlin’s oeuvre. However, when one understands that this song was created for the
long dance sequence by Astaire and Rogers in the movie, it becomes apparent that
Astaire probably played a major role in deciding the shape and duration of the song.
Example 4-7.2. Irving Berlin, Let’s Face the Music and Dance, measures 1-14

The initiating four measures of the A
1
section (as indicated in the graph above as
x) forecast the rhythmic and harmonic shape of the remainder of the song: 1) it forms a
syncopated rhythm in the second measure ( ) preceded with a three- note
anacrusis in the previous measure which creates a “swinging” and “dancing” mood, albeit
a rather dark and brooding one. The effectiveness of this approach requires that Berlin
begin the piece with a rest on the initial beat; 2) the overall tonality of the song is C major.
225

However, the parallel tonal center of c minor governs most of the A section; 3) the
headtone of the song g
H 1
( ) in measure 2 is preceded by an appoggiatura note a
♭1
. It
will later function as a structural upper neighbor tone in the bridge. The note a
♭1
also
predicts the foreign modulation to A
♭
major in the bridge.
The first four measures, establish the headtone of the song g
H 1
, which is then
reiterated in measures 6 and 7. However, at this point the fundamental melodic line
begins a stepwise descent to f
H 1
( ) and to e
H 1
( ) in measure 8 utilizing the rhythm of
motive y. The e
H 1
in measure 8 comes as quite a surprise considering that the modality of
the song has been focused on c minor since the opening measure. The supporting
harmony in measure 8, also, changes to the tonic modality of C major. The continuing
melodic descent of d
H 1
- c
H 1
is paired with the titular phrase “let’s face the music and
dance” and the repeated d
H 1
’s and c
H 1
’s conclude the first A section. This technique of
ending a phrase with the title lyric is a favorite technique of Berlin.
Example 4-7.3. Irving Berlin, Let’s Face the Music and Dance, measures 15-30

226

A
2
begins identically to A
1
, again utilizing motive x. Then a slightly modified
version of motive x is transferred up a perfect 5
th
, reaching the apex note of the song e
♭2

in measure 20. The A
♭
harmony in measure 20, which supports the e
♭2
apex tone, and
predicts the eventual modulation to A
♭
major in the following bridge section at measure
31. It seems that Berlin was experimenting with displaced rhythms in measures 19-23,
creating an increased intensity of syncopation. In fact, the first A section is thoroughly
dominated by the syncopated rhythm of and its derivations. A second
middleground descent of the melody from concludes the phrase with a reiteration of
the titular lyric.
Example 4-7.4. Irving Berlin, Let’s Face the Music and Dance, measures 31-38

The bridge begins on the pitch c
H 2
, which is the octave image of the nadir note of
the song, supported by the local tonic in A
♭
major. The melody then descends to b
♭1
and
to a
♭1
in measures 32-33 while, at the same time, arpeggiating at the foreground a local
tonic A
♭
triad: c
H 2
- a
♭1
- e
♭1
- c
H 1
- e
♭1
. The a
♭1
, functions at the background structural
level as an upper neighbor tone to the headtone of the song, and therefore properly
descends back to g
H 1
in measure 37. This g
H 1
prepares for the return of final A section.
The listener also observes that the pedal point of A
♭
in the bass during the bridge section
227

descends to G
H as expected in correspondence with the reestablishment of the headtone
g
H 1
in the melody. The overall structural melodic line in the bridge therefore is c
H 2
- b
♭1
-
a
♭1
- g
H 1
, which forms, of course, the upper tetra-chord of the C natural minor scale.

228

“Let’s Face the Music and Dance”: A Partial Recording History
1) Fred Astaire (1936)
2) Mel Tormé (1956)
3) Ella Fitzgerald (1958)
4) Tony Bennett (1958)
5) Nat Cole (1961)
6) Anita O’Day (1961)
7) Shelia Jordan (1962)
8) Rosemary Clooney (1984)
9) Tony Bennett (1988)
10) Cassandra Wilson (1995)
11) Natalie Cole (1996)
12) Susannah McCorkle (1997)
13) Tierney Sutton (2005)
This song caught on in the performance community in the 1950’s as can be observed
in the list above. My favorite arrangement (and this song calls for careful arrangements)
is Rosemary Clooney’s recording from her Berlin Songbook album. The jazz veterans on
the Concord Records staff (Gus Johnson, Scott Hamilton, and Warren Vache) deliver
solid solos and the writing (or head arrangement) is also tight.

229

“Let’s Face The Music And Dance”: Form A
1
A
2
BA
3
A
1

A
2

B

230

A
3

231

Let Yourself Go 1936

Example 4-8.1. Irving Berlin, Let Yourself Go, Lead Sheet

232

This song was also written for the movie Follow the Fleet in 1936. Although this
movie is frequently criticized for the lack of coherence between the events in the plot and
the accompanying songs, it does contain many good Berlin’s works including “Let’s Face
The Music And Dance,” “I’m Putting All My Eggs In One Basket,” “But Where You
Are,” “Get Thee Behind Me, Satan,” and this song “Let Yourself Go.”
“Let Yourself Go” is performed in the film by Ginger Rogers who plays a lead
role as a singer/dancer at a nightclub with a backup trio of singers one of whom is Betty
Grable in her pre-star years. The cast for this film is quite interesting. It includes Lucille
Ball, Harriet Hilliard, and Randolph Scott. Ball later became the “Lucy” of the “I Love
Lucy” television show; Harriet Hilliard married the leader of the band in which she was
the featured singer, Ozzie Nelson, and later became America’s most famous mom on the
radio and television versions of the “Ozzie and Harriet” show; Scott became along with
John Wayne the most famous star of A-list western movies during the 1940s and 1950s.
“Let Yourself Go” is also used later in the movie as the music to accompany an elaborate
dance fantasy executed by Rogers and Astaire in a dance competition, in which, of course,
they win the award. As in all of Berlin’s most interesting music, this joyous song is laden
with syncopations and clever lyrics.
LET YOURSELF GO
VERSE
As you listen to the band
Don’t you get a bubble?
As you listen to them play
233

Don’t you get a glow?
If you step out on the floor
You’ll forget your trouble.
If you go into your dance
You’ll forget your woe. So
REFRAIN
(a) Come, get together.
(a) Let the dance floor feel your leather.
(a) Step as lightly as a feather.
(b) Let yourself go.
(c) Come hit the timber.
(c) Loosen up and start to limber.
(c) Can’t you hear that hot marimba?
(b) Let yourself go.
(d) Let yourself go, relax,
(d) Let yourself go, relax,
(e) You’ve got yourself tied up in a knot.
(e) The night is cold, but the music’s hot.
(a) So come, cuddle closer.
(a) Don’t you dare to answer, “No Sir”
(a) Butcher, banker, clerk and grocer,
Let yourself go.
234

Berlin utilizes these lyrics with the same inviting, jubilant mood as those in
“Alexander’s Ragtime Band” from twenty-five years earlier with such exhortations as
“Come, get together,” “Loosen up and start to limber,” “So come, cuddle closer,” and
“Let yourself go, relax.” Since it is sung in a nightclub by the flirtatious Rogers in the
movie, the lyric is rather enticing and sexy for the 1930s. It also employs crafty rhyming
schemes throughout the song; the A section uses the process of aaabcccb, which could be
reduced to abcb: (a) together, -leather, -feather, (c) -timber, -limber, -marimba, and -
closer, No Sir, -grocer.
It is interesting that the phrase “Butcher, banker, clerk and grocer” was recycled
in the verse of his later song “There’s No Business Like Show Business” (1946) denoting
ordinary people who are “secretly unhappy people” because “they get paid for what they
do but receive no applause.” This is revealing of the kind of occupations that were
considered common during Berlin’s life-time. He probably would have chosen different
professions if he were writing such a song in the 21
st
century. The form of the song is the
typical 32-measure A
1
A
2
BA
3
.
Example 4-8.2. Irving Berlin, Let Yourself Go, measures 1-8

The melody of the song begins with d
H 2
, supported by the tonic harmony in g
minor and introduces the headtone of the piece . This d
H 2
initiates a melodic line
235

which essentially outlines the tonic triad in g minor with an adjacent chromatic neighbor
tone, which is also, of course, the ♭5 (or #4) of the blues! (d
H 2
- c
#2
- d
H 2
- b
♭1
- g
H 1
). It is
immediately repeated and then, is sequenced a perfect fourth lower on a
H 1
, which
produces a contour of the d minor chord in measures 5-6. In the sequence the melody
reaches the nadir note of d
H 1
. What follows next is quite startling: the downward
direction in melodic line from the beginning of the song suddenly changes and the
melody leaps up a major 6
th
to b
H 1
. This unexpected b
H 1
abruptly changes the modal
center from g minor to its parallel mode G major. Although the dominant harmony is
utilized in the process in measure 5, the b
H 1
with a G major harmony sounds quite jolting
on a first hearing. The b
H 1
, then descends stepwise to g
H 1
, matched with the titular phrase
“Let yourself go”. The b
H 1
- a
H 1
- g
H 1
(motive x) functions as an important melodic
contour in the upcoming bridge.
The most distinctive feature of the A section of the song is the polarity of modal
centers between parallel major and minor: it begins with tonic in g minor but ends in the
tonic in G major. A heavily syncopated rhythmic pattern ( ) and its variants
govern every measure of the A section other than the whole note in the initial measure.
This melody is set against a quite simple accompanying bass line which basically
traverses a I – V – I harmonic motion.
At this point, any listener who is familiar with other works by Berlin can make
some general observations about this song: 1) as mentioned above, there is a similarity in
the lyric to the inviting, cheering attitude in “Alexander’s Ragtime Band” (1911) and 2)
“Puttin’ on the Ritz” (1930), a song which begins its A section with highly stylized
236

rhythmic displacements ends the titular phrase with a descending stepwise melodic line
similar to “Let Yourself Go.” Although the uncertainty in these two songs (tonality vs.
legitimate downbeat) is created by different criteria and processes, there is no doubt that
Berlin is utilizing a similar technique of ending phrases with a titular phrase in tonic
coinciding with a congruence with the harmonic rhythm. This tidies up the sense of the
closure and prepares for the next phrase.
Example 4-8.3. Irving Berlin, Let Yourself Go, measures 17-24

The bridge begins with the titular phrase but a new melody of g
H 1
- a
H 1
- c
H 1
,
supported by a blues-induced harmony in g major (IV
♭7
). It is followed by another
statement of motive x, now utilizing the minor version b
♭1
- a
H 1
- g
H 1
, creating another
clash between parallel modalities and also recalling the titular phrase at the end of the A
section b
H 1
- a
H 1
- g
H 1
. It cleverly corresponds to the lyric “(re)-lax, and let,” “(re)-lax,
you’ve got” creating a melodic pattern that ends in the middle of a larger lyrical flow
almost like an elided cadence. In measure 22, the melody reaches the apex tone e
♭2
which is the upper neighbor tone for the headtone of the song, d
H 2
.
As indicated in the graph, c
H 2
is the most dominating pitch throughout the bridge
section. Its function is as a structural lower neighbor tone to the headtone. It also
237

compensates for the lack of a strong (c
H 2
) element in the proper register in the A
sections. Especially in measures 22-24, motive x is reiterated three times from the apex
note e
♭2
which is, of course, a structural upper neighbor tone to the headtone. Note also
that the final chord of the bridge is E
♭
minor a double modal mixture! This is motive x
sequenced a perfect fourth higher e
♭2
- d
H 2
- c
H 2
.
Another interesting comment about the contrasting modalities: the verse of the
song, though usually not played, (it is undistinguished and seems forced) is written in B
♭

major; the relative major to g minor. It might have been easier if Berlin had written the
refrain part in two flats as g minor since the only part that is clearly in G major is the
titular phrase combined with motive x. The ending two measures of the A section would
thereby utilize the “Picardy” third. During 1920s, several successful American
songwriters including Gershwin and Porter experimented with shifting tonal and modal
areas in their works also utilizing jazz or blues influenced harmonies and aspects of the
“blues” scale. Perhaps, Berlin who always listened closely to other composers’ efforts
was attempting to adapt the “hip” sounds of the 1930s by incorporating them into his
already established style. “Let Yourself Go” is certainly one of Berlin’s “hippest” and
most sophisticated songs.

238

“Let Yourself Go”: A Partial Recording History
1) Fred Astaire (1936)
2) Bunny Berrigan (1936)
3) Ella Fitzgerald (1958)
4) Susannah McCorkle (1997)
This is one of the ignored gems in the Berlin canon. Consequently, there are not many
recorded versions. It was sung in the film by Ginger Rogers and the best versions remain
those of talented female singers. The best are by Ella Fitzgerald and Susannah McCorkle.
This highly syncopated song is perfect territory for the magnificent rhythmic sense of
Ella Fitzgerald.

239

“Let Yourself Go”: Form A
1
A
2
BA
3
A
1

A
2

B

A
3

240

They Say It’s Wonderful 1946

Example 4-9.1. Irving Berlin, They Say It’s Wonderful, Lead sheet

241

When Jerome Kern died unexpectedly in 1945, he was preparing to discuss his
next Broadway project with the potential producers, Richard Rodgers and Oscar
Hammerstein II. The project was a musical treatment of a story about Annie Oakley, the
famous sharpshooter in American history and mythology. It was then ultimately taken
over by Berlin. It was titled Annie Get Your Gun, and Herbert and Dorothy Fields wrote
the libretto. Although Berlin feared that he would not know how to write songs about
“cowboys and cowgirls,” his chameleon-like ability surfaced as he once more proved that
he was a master songwriter for the Broadway stage. This production is often considered
to be Berlin’s best musical theatre score. It produced many hit songs and all of his songs
were thorougly integreated into the plot at the level that had been set by Oklahoma!, one
of the seminal musicals in the American musical history written and produced by
Rodgers and Hammerstein II in 1943. Berlin wrote all new songs according to “believed
history,” (in other words, he did not consult his “trunk” for the show) many of which
became very popular: “There’s No Business Like Show Business,” “You Can’t Get A
Man With A Gun,” “Doin’ What Comes Natur’lly,” “I Got Lost In His Arms,” “Anything
You Can Do (I Can Do Better)” and, of course, the “big ballad” of the show “They Say
It’s Wonderful.” In fact, Gerald Mast states that “the show contains more individual hit
songs than any musical ever, before or since.”
8
“They Say It’s Wonderful” was on “Your
Hit Parade” for 22 weeks holding first place for four weeks. Annie Oakley was played by
Ethel Merman, who was praised as being “in her best form since Anything Goes.” The
show chalked up over one thousand performances on Broadway and was Berlin’s biggest
242

success. Similarly, his friend Cole Porter’s major Broadway success Kiss Me, Kate came
two years later, also rather late in his career.
The movie studio MGM purchased the rights for the movie version of the show in
1948. There was great anticipation that it might be one of the most successful and
greatest musicals in the history of American film with Judy Garland signed to play the
role of Annie Oakley. A series of ominous events occurred during the filming, and
Garland for health reasons was forced to drop out of the production and was replaced by
Betty Huttton. The actor playing Buffalo Bill (Frank Morgan) died suddenly and even the
director of the movie was replaced several times. What might have been a great film was,
on its release, merely a good one. However, the film is quite faithful by Hollywood
standards to the Broadway production. Ironically, the Berlin estate kept the film out of
circulation for many decades until it was finally released on DVD in the year 2000.
THEY SAY IT’S WONDERFUL
VERSE I
SHE: Rumors fly and you can’t tell where they start,
‘Specially when it concerns a person’s heart.
I’ve heard tales that could set my heart aglow,
Wish I knew if the things I hear are so.
REFRAIN I
SHE: They say that falling in love is wonderful,
It’s wonderful, so they say.
And with a moon up above,
243

It’s wonderful,
It’s wonderful,
So they tell me.
I can’t recall who said it,
I know I never read it,
I only know they tell me that love is grand,
And
The thing that’s known as romance is wonderful,
Wonderful,
In ev’ry way, so they say.
VERSE 2
HE: Rumors fly and they often leave a doubt,
But you’ve come to the right place to find out.
Ev’rything that you’ve heard is really so,
I’ve been there once or twice should know.
REFRAIN 2
HE: You’ll find that falling in love is wonderful,
It’s wonderful.
SHE: So you say.
HE: And with a moon up above,
It’s wonderful,
It’s wonderful.
244

SHE: So you tell me.
HE: To leave your house some morning,
And without any warning,
You’re stopping people shouting that love is grand.
And
To hold a man in your arms is wonderful,
Wonderful
In ev’ry way.
SHE: So you say.
The lyrics, along with the melodies, of the songs Berlin wrote for the show reveal
his amazing skills in creating humor in colloquial dialogue. Particularly, his lyrics for
Annie’s songs demonstrate a superb facility in portraying her aggressiveness and at the
same time her innocence, perhaps the very qualities that Berlin himself shared with this
character. Philip Furia points out Berlin’s keen ability to listen to the speech patterns in
America and to decipher the wit and sophistication inherent in colloquial speech and
apply the results to the lyrics of his songs.
9
This is something that he shared with Ira
Gershwin, Cole Porter and Lorenz Hart. This song is introduced in the first act and
reappears for the final curtain closing the show with a nearly “perfect show business
ending.” The form of the refrain of this love song is the standard A
1
A
2
BA
3
.

245

Example 4-9.2. Irving Berlin, They Say It’s Wonderful, measures 1-8

The refrain begins with the titular phrase, “They say that falling in love is
wonderful,” supported by supertonic harmony and its modally mixed coloration in F
major. After the ascending melodic line d
H 1
- e
H 1
- f
H 1
in measure 1 the melody leaps up a
perfect 4
th
to b
♭1
in measure 2 and then begins a descent in retrograde motion of the
opening three notes b
♭1
- a
H 1
- g
H 1
, corresponding to the text of “falling in love is.” After
this descent the melodic line then makes another leap up a perfect 4
th
this time from g
H 1
to c
H 2
, which thereby introduces the headtone of the song c
H 2
in measure 3. Berlin then
utilizes the even bigger leap of minor 6
th
in the opposite direction from c
H 2
to e
H 1
, paired
with lyric “wonder-(ful).” The leap of a descending 6
th
is sequenced in measure 5, again
matched with the word “wonderful.” This entire process is the result of a linear
intervallic pattern of 6 – 6 – 6 – 10 – 6 - 10 in measures 2-5 and the supporting harmonies
are iio - I - vii
o
of V - II
o7
- V
♭9-8
with a bass line of d
♭
- c
H - B
♭
- A
H - A
♭
- G
H -
C
H . The following A
2
is identical with A
1
except at the ending of the phrase. The melody
in the first 16 measures of the song consists of a compound melody revealed by the
unfolding notation connected to the 6
th
leaps as shown in the graph below. This is very
complex writing for a Berlin song.

246

Example 4-9.3. Irving Berlin, They Say It’s Wonderful, analytic graph of measures 1-16

Example 4-9.4. Irving Berlin, They Say It’s Wonderful, measures 17-24

The melodic line in the bridge essentially outlines the F major tonic triad, f
H 1
-
a
H 1
supported by a IV - ii
o7(9)
chord progression and the eventual return to the headtone of
the song c
H 2
in measures 17, 18, 20 respectively. The c
H 2
then ascends stepwise to d
H 2
,
which not only functions as a structural upper neighbor note to c
H 2
but is also the apex
note of the song. In the process, the local tonality is turned into the minor, mediant tonal
area. After the apex note, the melody begins a descent supported by the harmonies V
7
- i
in a minor. The descent of c
H 2
- b
H 1
- g
#1
- f
H 1
- e
H 1
in the melody recalls the leap from
c
H 2
- e
H 1
in measure 3 and the ensuing chromatic passing tone e
♭1
in measure 24
increases the tendency of the melody to descend to d
H 1
for the last statement of A. Note
the rather unusual harmony of f
o
which resolves to a II
7
harmony in measure 25. This is
an unusual and “wonderful” moment in the song.
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Throughout the previous A sections, a chromatic descending line is utilized by
Berlin in various ways. Especially the one in the bass line A
H - A
♭
- G
H - (C
H ) - F
H is
prominently employed in measures 3-5 and 11-13. The bass line of the bridge also
deploys a long chromatic descending motion of B
♭
- A
H - G
#
(A
♭
) - G
H . The incomplete
portion of this descent to an arrival on the tonic harmony in F major is eventually fulfilled
in the final A section (G
♭
- F
H at measures 30-31). In short, the bridge of this song has a
verse-like quality in its melodic line by employing simpler rhythms. The bridge is also a
manifestation of the ideas expressed in its lyrics. It is also obviously a response to the
melodic contour of the A sections which is full of leaping motions in both directions.
Example 4-9.5. Irving Berlin, They Say It’s Wonderful, measures 25-32

In the concluding A section, the melody begins in an identical fashion to the other
A sections, however this time it ascends back to the apex note d
H 2
, first stated in the
bridge. This creates an octave image of the beginning pitch of this section and it is paired
with the important word “Wonderful.” The rest of the song expresses the final melodic
descent of again solidifying the melody and harmony of this quite
complex song. Note that the closing progression is .

248

“They Say It’s Wonderful”: A Partial Recording History
1) Ethel Merman (1946)
2) Judy Garland (1958)
3) Betty Hutton (1949)
4) Tony Bennett (1988)
This late song of Berlin from Annie Get your Gun is very complex by Berlin’s
standards. However, it has found sympathetic performances primarily in the repertory of
Broadway singers. Ethel Merman was the original Annie Oakley in the first version of
this show and she is the very best at delivering this kind of dramatic “show” ballad. Her
partner in this performance is Ray Middleton.

249

“They Say It’s Wonderful” Form A
1
A
2
BA
3
A
1

A
2

B

A
3

250

Chapter Four Endnotes

1
Charles Hamm, Irving Berlin (New York and Oxford: Oxford University Press, 1997),
104-106.

2
Ibid., 102.

3
William Hyland, The Song Is Ended (New York: Oxford University Press, 1995), 151.

4
Philip Furia, The Poets of Tin Pan Alley: A History of America’s Great Lyricists (New
York: Oxford University Press, 1990), 62.

5
Laurence Bergreen, As Thousands Cheer: The Life of Irving Berlin (New York: Viking,
1990), 305-306.

6
Furia, 11.

7
Roy Hemming, The Melody Lingers On (New York: Newmarket Press, 1986), 32.

8
Gerald Mast, Can’t Help Singin’ (New York: The Overlook Press, 1987), 41.

9
Furia, 69-70.
251

CHAPTER 5
George Gershwin (1898-1937)
There are several expressions which inevitably emerge when the name of
composer George Gershwin is mentioned: “America’s musical genius,” “tragic and
premature death,” “Ira Gershwin,” “double career: popular song writer and serious
composer,” “Rhapsody in Blue,” “Porgy and Bess,” “prolific,” “charismatic” and
“charming.”
George Gershwin was born on September 26, 1898 in Brooklyn, New York. Both
of his parents, Morris and Rose, were immigrants from Russia and of Jewish heritage.
They had four children: Israel (later Ira) in 1896, Jacob (later George) in 1898, Arthur in
1900 and Frances in 1906. The father Morris was involved in various kinds of businesses
and, as a consequence, the family moved quite often. In most of Gershwin’s biographies,
his mother Rose is usually described as a strong willed, practical and level-headed
formidable housewife, who actually was the primary force in steering the family. Morris
was a fine craftsman with a playful sense of humor, and he provided the creative spirit for
the family. It is quite evident, however, that his parents offered little support for George’s
obvious musical talents early in his life. The Gershwin family acquired an upright piano
that was intended for Ira’s musical training in 1910. However, George, then 11 years old,
immediately became attached to the instrument. After a trying pastiche of piano teachers,
George began to study the piano more seriously in 1912 with Charles Hambitzer, who
252

was a classically trained pianist and also a composer. Hambitzer taught Gershwin not
only to develop a superb piano technique; he also introduced Gershwin to the great
European classical music of Bach, Chopin, Liszt and Ravel. Gershwin later recalled that
Hambitzer was not only his first important musical influence but was ultimately the
greatest musical influence in his entire life.
1
Hambitzer’s unpublished scores, found after
his death in 1918, consisted of tone poems, art songs and a light opera which he had
intended for possible production on Broadway. It is very clear in retrospect that Gershwin
modeled himself after his teacher and, therefore, pursued a professional life as a
performer and composer in the two worlds of popular music and concert music.
Gershwin continued his musical education after Hambitzer’s demise. He took
theory lessons with Edward Kilenyi, a Hungarian born composer-violinist-theorist.
Gershwin also enrolled in two music courses at Columbia University during the summer
of 1921. Later he continued his composition study with Rubin Goldmark, a composer-
teacher, who had also taught Aaron Copland, the distinguished American composer.
While studying with these teachers, Gershwin eagerly attended concerts in the city,
becoming acquainted with various styles of music. Despite a widely believed myth that
most of the Tin Pan Alley songwriters had a serious lack of formal musical education or
training this was certainly not the case for George Gershwin.
Gershwin left high school early to pursue a professional career in music. He
became a “song plugger” at the music publishing firm, Remick & Co. at the age of 15. He
was at that time the youngest song plugger in New York – something of a prodigy.
Gershwin worked there from 1914-1917, improving his keyboard performing techniques
253

and widening his repertoire in popular music. He made his first piano roll for the player
piano in 1915, and he eventually made over 140 rolls for that instrument. Gershwin also
began collaboration with other colleagues and friends at Remick. Together they began to
compose instrumental works and also the songs that were typical of “Tin Pan Alley.”
Among these early works was a piano rag, “Rialto Ripple,” (1916) which is Gershwin’s
first surviving instrumental composition and also one of his earliest published songs
“When You Want’Em, You Can’t Get’Em, When You’ve Got’Em, You Don’t
Want’Em.”(1916) This song is said to have the longest song title in the historical
catalogue of Tin Pan Alley songs.
Gershwin left Remick and became the rehearsal pianist for a Broadway revue,
Miss 1917. The music for this show was composed by Jerome Kern and Victor Herbert.
Kern, who immediately recognized Gershwin’s phenomenal talent during a rehearsal,
offered advice to Gershwin and agreed to help Gershwin when he was ready to write his
first musical comedy score. Gershwin failed to take advantage of Kern’s generous offer
and this made the older composer quite resentful toward him for an extended period of
time. Gershwin’s career as a rehearsal pianist ended the next year with the Ziegfeld
Follies of 1918. He then moved to another publishing company Harms (later Chappell)
and became a staff composer. He maintained this position for the remainder of his life.
1919 was a pivotal year in Gershwin’s career: 1) he wrote the music for his first
Broadway book musical La, La, Lucille; 2) he composed a revue Morris Gest’s Midnight
Whirl; and 3) he produced the song “Swanee” (his first hit) with the lyricist Irving Caesar.
254

The musical comedy La, La, Lucille enjoyed success on Broadway and later
launched a tour of the United States. This show also inaugurated a significant relationship
between Gershwin and the producers Aarons-Freedley, who eventually would produce
six more musicals with the young composer. “Swanee” did not attract instant popularity
when it was first performed in the show Demi Tasse Revue. However, the powerful
vaudevillian entertainer Al Jolson perceived the potential of the song and interpolated it
into his revue, Sinbad. It then became the biggest selling single song in Gershwin’s entire
career. The sheet music sold over a million copies, and a recording by Al Jolson sold over
two million copies.
In early 1921, Gershwin wrote the music for a musical comedy, A Dangerous
Maid. Although the show never made it to a Broadway stage due to various conflicts and
revamping, it was his first collaboration with his brother Ira as a lyricist (which
contradicts the common belief that Lady, Be Good! was their first collaboration). Lady,
Be Good! was, however, their first successful collaboration. Ira was using the pseudonym
Arthur Francis at this time. A revised version of A Dangerous Maid appeared two years
later with the different title, Elsie and with a completely new score by Noble Sissle and
Eubie Blake. This show was not a commercial success, but it is historically important as
the first production in which an African-American composer/lyricist team wrote a show
about Caucasian characters.
1924 was a truly remarkable year for Gershwin; he was very productive, but more
importantly, he now achieved the status of the composer who first successfully brought
jazz to the concert hall with the premiere of Rhapsody in Blue. The amount of music that
255

he wrote for Broadway stages during this period is staggering. He composed music for an
annual revue the Scandals of 1924. It was Gershwin’s 5
th
production with George White
and also marked the last of his Broadway revues. Gershwin wrote several hit songs for
the Scandals during those five years such as “Stairway to Heaven.” The best song of the
1924 show was “Somebody Loves Me” which became very popular. Gershwin also wrote
music for a London stage production Primrose, which received popular acclaim in
England. The American show, Lady, Be Good! , was an Aaron-Freedley production on
Broadway starring Fred and Adele Astaire. This musical chalked up 330 performances
and contained two songs which made their way into the American standard popular song
repertoire, “Fascinating Rhythm” and “Oh, Lady, Be Good!”
A concert named An Experiment in Modern Music took place in Aeolian Hall on
February 12, 1924. During this long and elaborate program the last piece of the concert
was the premiere of Gershwin’s Rhapsody in Blue for piano and orchestra, and it featured
the composer as the piano soloist with the Paul Whiteman Orchestra. Rhapsody brought
the house down in this hall which had been anointed as a “the temple of classical music.”
A sample of words from critics after this performance includes, “the most stimulating
event of the musical season,”
2
“many a hardened concertgoer excited with the sensation
of a new talent finding its voice,”
3
and “the spectacle of an American boy playing with
extraordinary ease an original composition of terrific rhythmical difficulty and of
individual power and beauty, and winning immediate recognition for his achievement.”
4

Thanks to the enormous success of this initial event, Whiteman gave seven more
Experiments concerts in subsequent years featuring various composers including Duke
256

Ellington, Aaron Copland, Igor Stravinsky, and Ferde Grofé. The “love theme” from
Rhapsody in Blue also became the permanent theme song for the Whiteman Orchestra.
In recognition of all of the glories of his accomplishments during the first five
years of the 1920s, Gershwin was chosen for the cover of Time magazine in July of 1925
with a featured article entitled the “Gershwin Bros.”
5
George and Ira were at this time
only 26 and 28 years old, respectively. Gershwin dedicated that summer to the
composition of his Concerto in F for piano and orchestra, which was commissioned by
the conductor Walter Damrosch. The work was received generally with approbation both
in the United States and in European cities. It has become, posthumously, a regular part
of the international repertory of 20
th
century concert music. In 1925 Gershwin also
worked on the Broadway musical Tip-Toes, which brought Ira his first major recognition
as a significant lyricist. Gershwin also collaborated with Herbert Stothart to write music
for an operetta Song of the Flame. The book and lyric were written by Otto Harbach and
Oscar Hammerstein II. It opened to great success and was later made into motion pictures
several times.
Gershwin’s composing pattern was well balanced between Broadway musicals
and classical music in the following year: 1) the musical comedy Oh, Kay! received rave
reviews and produced a popular song “Someone to Watch Over Me”; 2) his concert work
“The Three Preludes” for piano were introduced as part of a recital featuring the contralto
Marguerite d’Alvarez.
Gershwin continued to write Broadway musicals over the next few years: Strike
Up the Band, Funny Face, Rosalie, and Treasure Girl. Ziegfeld produced Rosalie, on
257

which Gershwin collaborated with Sigmund Romberg for the music, and which became
one of the longest running Broadway musicals of Gershwin’s career. However, when it
later was made into a film by MGM, for some unknown reason, Cole Porter wrote a
completely new score.
The major portion of Gershwin’s 1928 was occupied with the composition of the
tone poem An American in Paris. The composer developed the idea for this piece while
he was travelling to European cities with his family members. He found himself to be a
rather celebrated figure in the musical society of France. The piece clearly reflects the
influence of other composers that Gershwin was listening to at that time. In particular, the
taxi horn sound is an evident effect from the pieces of Edgard Varèse. Gershwin made his
debut as a conductor in New York with An American in Paris and also as a
pianist/conductor in Rhapsody in Blue in 1929. An American in Paris has become one of
the most performed and recorded orchestra works of the twentieth Century. It was also
used as the focus of a great film directed by and starring Gene Kelly. This film is
considered by many critics to be among the very best musical films ever made.
For the musical comedy Girl Crazy (1930), Gershwin again worked with the
producers Aaron-Freedley. It is an important musical because it locates some common
ground between urban jazz and the cultural mythology surrounding the American West
(Cowboys, etc). The show included three of Gershwin’s most famous and beloved songs,
“But Not For Me,” “Embraceable You” and “I Got Rhythm.” The latter, in particular,
made the young Ethel Merman who was making her debut on Broadway in this show an
instant super-star. The musical was transferred onto the silver screen three separate times
258

in 1932, 1943 and 1965. The 1943 MGM version featuring Judy Garland and Mickey
Rooney was the most successful among the three films. 1965 version was titled When the
Boys Meet the Girls. The show has been revived on numerous occasions as a stage
musical production and it is at the heart of the great Gershwin tribute show Crazy for You.
Gershwin’s creative energy was even stronger in 1931. He worked on a
Hollywood movie musical Delicious, finished his Second Rhapsody and also wrote the
music for a Broadway romantic musical comedy Of Thee I Sing. This show was a
political satire concerning the American presidential election process and it opened at the
Music Box theatre which was owned by Irving Berlin. It ran over a year chalking up 441
performances, which turned out to be the biggest Broadway success in Gershwin’s career.
The show not only reconfigured the nature of the musical-comedy genre; it also became
the first musical play to win the Pulitzer Prize. Since there was no actual Prize category
for a “musical,” it was given the award for the best American play of 1931.
The Second Rhapsody, commissioned by Serge Koussevitzky, the conductor of
Boston Symphony Orchestra, clearly demonstrated Gershwin’s technical advances and it
has remained one his most compelling works. However, the work received a rather
lukewarm reception on its premiere. Critics, in general, agreed that it was a less inspired
work than the earlier rhapsody.
A Gershwin song-book collection was published in 1932, which contained 18 of
his popular songs. It initiated many other similar publications. A new orchestra piece was
finished in the same year, the Cuban Overture in which Gershwin utilized the techniques
259

of canon, polytonality and quite adventurous orchestrations. It also received mixed
reviews.
The following year, Gershwin experienced some bitter moments when both of his
shows Pardon My English and Let’ Em Eat Cake were failures. Especially Let’ Em Eat
Cake was greatly anticipated by many Gershwin advocates as a sequel to Of Thee I Sing.
Gershwin had said for years that he wanted to write an opera for African-
American singers. He had indeed experimented with this idea by writing a 20-minute one
act “vaudeville opera” called Blue Monday Blues (or Blue Monday) for the Scandals in
1922. Unfortunately it was cut after its Broadway opening due to the many negative
reviews. Audiences clearly were not quite ready for such a “serious” production in 1922.
A review from a New York paper offered this opinion: “it is not successful from any
angle - comedy, burlesque, opera or tragedy.”
6
Nevertheless, when Gershwin
encountered “Porgy,” DuBose Hayward’s bestselling novel in 1925, he knew that it was
the source material that he needed in order to conceptualize a grand opera. After dealing
with some conflicts and delays, Gershwin finally launched the work on his new opera in
1933. It took him two years to complete the score. Hayward and Ira collaborated on lyrics
for the project.
The “folk opera” Porgy and Bess opened at the Alvin Theatre on October 10,
1935 and ran for 124 performances. Although the majority of reviews were positive, it
received a quite dismissive and hateful reception from several well-known music critics
including Virgil Thomson (in his case quite probably because Gershwin was so
profoundly more gifted than he was). However, a revival of the opera in 1941 by Cheryl
260

Crawford restored the worth of Gershwin’s great work to the public. It received
thoroughly rave reviews including “one of the finest performances of opera it has even
been my good luck to see and hear”
7
and “practically perfect.”
8

Gershwin continued to write scores for movie musicals in 1936-1937. Fred
Astaire and Joan Fontaine starred in A Damsel in Distress, which was released in 1937. It
contains several popular songs including “A Foggy Day” and “Nice Work If You Can
Get It.” Gershwin then began what would be his last movie project with his brother Ira,
The Goldwyn Follies, a musical comedy revue. However, it was during this period of
time that his health began to deteriorate without any clear diagnosis. On July 9 of 1937,
he fell unconscious and was rushed to a hospital where the medical team finally
diagnosed the problem as a brain tumor. To our great misfortune, the brain tumor proved
to be inoperable. Gershwin died the following day. He was only 38 years old. The
unfinished portion of his music for The Goldwyn Follies was completed by his friends,
Vernon Duke and Oscar Levant, and the film was released in 1938. The movie contains
the very last and very lovely ballad of Gershwin, “Love Is Here to Stay.” But, alas, how
much great music did each of us lose because of this profound tragedy.

261

Swanee 1919

Example 5-1.1. George Gershwin, Swanee, Lead sheet

262

“Swanee” is one of Gershwin’s earliest hit songs. It is said that Gershwin and
Irving Caesar wrote this song in one afternoon (Caesar said in eleven minutes!), utilizing
the then favored two-step rhythm. “Swanee” did not attract instant popularity when it was
first performed in the Demi Tasse Revue at the Capitol Theater. However, when the
powerful “blackface” vaudevillian Al Jolson heard the song at a party he recognized its
potential. He interpolated it into his revue Sinbad, and the rest is the history. It became a
hugely popular song in that show. Jolson made a recording of the song in the following
year and over two million phonograph records were sold. The sheet music of “Swanee”
also eventually sold over a million copies, making it the biggest selling single song in
Gershwin’s entire career. In the 1945 biographical film Rhapsody in Blue, there is a scene
in which Robert Alda who plays the role of Gershwin enthusiastically suggests to a singer
how much of an accent should be applied to the word “how” in the phrase “How I love
you, how I love you.” Whether apocryphal or not this scene demonstrates the
songwriter’s concern with the rhythmic interpretation of the song. The song is essentially
contrived from the emerging rhythmic devices of the period. In this sense it is a
“formula” song (what was called at that time a “manufactured” song). It is not readily
identified with Gershwin. However, Gershwin would discover his unique compositional
voice within a year or so after the amazing success of “Swanee.”
SWANEE
VERSE
I’ve been away from you a long time
I never thought I’d miss you so
263

Somehow I feel your love was real,
Near you I long to be,
The birds are singing,
It is song time,
The banjos strummin’ soft and low,
I know that you yearn for me too;
Swanee you’re calling me.
REFRAIN
Swanee,
How I love you, how I love you
My dear old Swanee;
I’d give the world to be
Among the folks in
D-I-X-I-E-ven now my
Mammy’s,
Waiting for me, praying for me
Down by the Swanee,
The folks up north will see me no more
When I go to the Swanee shore.
The lyricist of this song, Irving Caesar, is famous for writing lyrics very quickly.
The following episode reveals the speed and skill of his craftsmanship. He wrote a
“dummy lyric” in less than five minutes for the song “Tea for Two,” one of his best
264

known works from the Broadway show No, No, Nanette. The composer Vincent
Youmans heard it later and liked it so much that he decided to keep it as the actual lyric
for the song.
Although neither Gershwin nor Caesar had ever traveled further south than the
South Bronx in New York City, Caesar’s style of employing repetitions of short syllables,
paired with Gershwin’s rather formulaic melody and rhythm creates an exuberant and
exciting song reflecting on the American “deep South.” The form of the refrain is
A
1
B
1
A
2
B
2
.
Example 5-1.2. George Gershwin, Swanee, measures 1-8

The melody of the song begins with the titular phase “Swanee,” paired with the
lengthy two- measure-durational headtone of the song a
H 1
. The headtone of the song is
prolonged into measure three where it initiates a three note descent of a
H 1
- g
H 1
- f
H 1
,
paired with lyric “How I love you” which is then immediately repeated in the following
measure. This three note descent anticipates the structural descending line of the first A
section , it is a microcosmic cell of the larger macrocosmic scheme. The first A
section utilizes a pentatonic scale, f
H 1
- g
H 1
- a
H 1
- c
H 1
- d
H 2
, supported with the
harmonies of I - ii - V- I in F major.

265

Example 5-1.3. George Gershwin, Swanee, measures 9-16

The f
H 1
in measure 7 from the A section initiates a stepwise ascending motion in
the next measure which continues into the B section, reaching the apex note of the song
f
H 2
in measure 15. The stepwise ascent in the melody is a literal scale in F
H major with
an added chromatic passing tone c
#2
. At a deeper structural level, the melodic line in the
B section exemplifies a four note ascent of c
H 2
- d
H 2
- e
H 2
- f
H 2
, which is indicated in the
graph above with the appropriate numbers and carats. The c
#2
in measure 12 is predicted
in an inner voice in measures 3-4, matched with the aforementioned accented word “How
I love you, how I love you.” The bass line descends A
H - A
♭
- G
H - F
H throughout the B
section creating a contrapuntal contrary motion against the aforementioned ascending
melodic contour. The melody in measure 15 changes direction and creates a quick
descent of f
H 2
- e
H 2
- d
H 2
- c
H 2
, which is, of course, a mirror image to the long structural
ascent of the previous 6 measures. This is then followed by another four note descent d
H 2
- c
H 2
- b
H 1
- b
♭1
to prepare for the return to the A section. A
2
is identical to the first A
section.

266

Example 5-1.4. George Gershwin, Swanee, measures 24-32

The second B section begins in the same fashion as B
1
, but now the ascending
melodic line reaches only to e
H 2
before preparing for the final structural descent of
in measure 31. Overall, the song contains a surprisingly large number of
measures containing whole notes. The rhythmic value , occupies 13 measures out of
the total 32 measures. An optional Trio of 16 measures is followed which essentially
features extra cadences with the repeated lyric of “Swanee.”
One last anecdote concerning this song: the young Russian composer Vernon
Dukelsky heard the recording of “Swanee” in Europe. He made his way to America and
found Gershwin. The always generous Gershwin counseled and taught Dukelsky and the
two became great friends. Under the pen name “Vernon Duke” Dukelsky became a
significant composer of songs producing “I Can’t Get Started” and “April in Paris,”
among other great songs.
9

267

“Swanee”: A Partial Recording History
1) Al Jolson (1920)
2) Al Jolson (1943)
3) Judy Garland (1954)
4) Ella Fitzgerald (1959)
5) Chris Connor (1959)
6) Judy Garland (1961)
7) Patti Austin (2006)
This song has traditionally been treated as a period piece, identified primarily with Al
Jolson and later, with Judy Garland. A stunning new arrangement from a live
performance of Gershwin’s songs by Patti Austin brings a completely new appreciation
of the song.

268

“Swanee”: Form A
1
B
1
A
2
B
2
A
1

B
1

A
2

B
2

269

Somebody Loves Me 1924

Example 5-2.1. George Gershwin, Somebody Loves Me, Lead sheet

270

A former Ziegfeld dancer George White launched his own series of revues,
named the Scandals beginning in 1919. After a successful “run” of the first edition, the
producer White, who allegedly had “the keenest ear” of all the revue producers of that
time, signed Gershwin to compose music for the following year’s show. This was after
Gershwin’s phenomenal success with “Swanee.” Gershwin’s compositions were utilized
in the annual revues for the next five years and all of the revues were quite successful.
Two of the most popular songs from Gershwin during this period that originated in the
Scandals are “I’ll Build a Stairway to Paradise (1922)” and “Somebody Loves Me
(1924)”; both songs with lyrics by Buddy DeSylva. During the time that he wrote music
for the Scandals series (1920-24), Gershwin also was composing music for other shows
on both Broadway and London stages. This demonstrated the amazing creative energy
that Gershwin had at this time in his life. After Gershwin left his role as composer for the
Scandals, White hired the team of DeSylva, Brown and Henderson to replace him. This
team produced many popular songs during 1930s. They wrote successful music for the
Scandals for the period of 1925-28.
This song was written for the Scandals of 1924, and this turned out to be
Gershwin’s last Broadway revue show. White coauthored the book with William Wells,
and DeSylva wrote most of the lyrics. On this particular song, DeSylva collaborated with
Ballard MacDonald in writing the lyric. “Somebody Loves Me” is ranked #20 on the Top
Forty: Most Often Recorded Songs, 1900-1950. It is also on Variety’s “Golden 100
Songs.”

271

SOMEBODY LOVES ME
VERSE
When this world began
It was Heaven’s plan,
There should be a girl for ev’ry single man,
To my great regret
Someone has upset,
Heaven’s pretty program for we’ve never met,
I’m clutching at straws,
Just because I may meet her yet.
REFRAIN
Somebody loves me
I wonder who,
I wonder who she can be,
Somebody loves me
I wish I knew,
Who can she be worries me,
For ev’ry girl who passes me I shout,
Hey! Maybe,
You were meant to be my loving baby,
Somebody loves me

272

I wonder who,
Maybe it’s you.
At the time that Gershwin wrote this song, his knowledge about the emerging
blues and jazz styles was derived primarily from his role as a “song plugger” pianist on
Tin Pan Alley (this song is available in a piano roll version by Gershwin). During the
second half of the decade of 1920s Gershwin encountered and interacted with best jazz
musicians in New York and began to incorporate more subtle ingredients of this music
into his compositional style. We begin to see the incipient aspects of jazz/blues in the
pitch b
♭1
for the text “who” in this song. Jazz scholars have compared this with another
example in his song on the word, “paradise” in “I’ll Build a Stairway to Paradise.”(1922)
Both produce striking examples of the utilization of notes from the blues scale which is
indigenous to the jazz and blues styles of composition and performance.
10
“Somebody
Loves Me” has a provocative and interesting verse, although it is usually omitted in
contemporary performances.
The form of the refrain is the typical A
1
A
2
BA
3
, however the use of the blue note
in the A sections and the long four-note-zug in the melodic line connecting the A
2
and B
phrases reveal the incipient genius in Gershwin that was about to explode into existence
in his masterpieces. This song is not just a clever tune imposed on a standard chord
progression. It is rather a true symbiosis of melody and harmony in contrapuntal
interaction - the beginnings of the mature Gershwin style.

273

Example 5-2.2. George Gershwin, Somebody Loves Me, measures 1-8

The titular phrase “Somebody loves me” initiates a stepwise ascending melodic
line from d
H 1
which eventually reaches b
H 1
in measure 3, supported by a harmonic
progression of I - ii
7
– V- I in G major. The stepwise ascent creates a pentachord d
H 1
- e
H 1
- g
H 1
- a
H 1
that functions as an anstieg (initial ascent) preceding the b
H 1
, which is the
headtone of the song. At this point, the protagonist’s psychological state sounds positive
with the statement “Somebody loves me.” However, the following b
H 1
- g
H 1
- b
♭1
with
the text “I wonder who” calls into question the former statement (perhaps an unhappy or
at the least ambiguous answer). The unexpected pitch b
♭1
provides a refreshing surprise
in several respects: 1) the melody clearly incorporates the blues influenced ♭3 in G
major; 2) the supporting harmony being IV
♭7(9)
which is a clear reference to the classic
“blues” progression of jazz (Duke Ellington once said that much of the core meaning of
jazz rested in the prevalence of the sound of the IV
♭7
chord) , and, of course; 3) in the
lyric which implies that the answer might be an disappointing one. This b
♭1
is also, of
course, the lower chromatic neighbor tone to the diatonic headtone b
H 1
. A syncopated
rhythm is also implied by beginning the measure with the quarter value rest and the lyric,
“I wonder who.” The b
H 1
- g
H 1
- b
♭1
is reiterated with the same lyric, then it descends as
expected stepwise to the tonic of the song g
H 1
.
274

Example 5-2.3. George Gershwin, Somebody Loves Me, measures 9-16

The second A section begins in the same fashion as the A
1
. However, in the repeat
after the initial pentatonic ascent to the headtone b
H 1
, instead of moving stepwise down to
the blue third b
♭1
, the melody now makes an upward leap to d
H 2
, which is the octave
image of the nadir note of the song that initiated the phrase. It is noteworthy that the d
H 2

in measure 13 now initiates two processes simultaneously (at different structural levels)
in the melodic line which will last for the next 10 measures: 1) there is a three- note
stepwise descending motion (motive x, d
H 2
- c
#2
- b
H 1
) at the foreground level, and 2)
more importantly in the deeper middleground structural level, a rather long 4-note-zug
(d
H 2
- c
H 2
- b
H 1
- a
H 1
), which occurs over the measures articulating these notes in bars 13,
17, 21 and 23. This process links the A
2
and B sections in an interesting and complex
process. Gershwin manifests an ability to create simultaneously a deeper structural level
between phrases while at the same time connecting smoothly the surface level motions in
melody. Motive x at the microcosmic level anticipates and predicts the macrocosmic
scheme of the longer descending 4-note-zug.

275

Example 5-2.4. George Gershwin, Somebody Loves Me, measures 17-24

The tonal center of the bridge of the song modulates to a minor (or more properly
tonicizes a
H minor), the supertonic of the original tonal center of G major. The
aforementioned four- note-zug, initiated on d
H 2
in measure 13, therefore descends to c
H 2

in measure 17. On the c
H 2
, there is yet another sequence of the aforementioned motive x,
a local descent of c
H 2
- b
H 1
- a
H 1
. Utilizing the same model, the b
H 1
in measure 21 begins
a third extrapolation of motive x (b
H 1
- a
H 1
-g
H 1
). The essential design of the bridge
section is therefore a statement of material in measures 17-20 which is then sequenced in
the following four measures. The rhythm in the bridge is quite regular and downbeat
oriented without any syncopation.
Example 5-2.5. George Gershwin, Somebody Loves Me, measures 25-32

The last A section begins identically to the A
1
section, the pentachord ascent
reaching b
H 1
in measure 3 is followed by a chromatic descent to the blue third b
♭1
in
276

measure 28. However, this time the melody leaps to a d
H 2
, reminding the listener of the
leap in the measures 12-13 from the second A section and, also, recalls the long
prolongation of the upper melodic extension from to in the melody from measures
13-23! The melody then outlines the G major triad d
H 2
- b
H 1
- g
H 1
, confirming the tonal
center of the song before the final stepwise descent of . It is interesting that
Gershwin utilizes the pitches b
♭1
and d
H 2
in this last A section, two significant and
surprising notes; b
♭1
as the blue third note and d
H 2
as the initiating note of the multi-
level descent from previous sections A
1
and A
2
, respectively.

277

“Somebody Loves Me”: A Partial Recording History
1) George Gershwin (1924) [piano roll]
2) Lee Wiley (1952)
3) Oscar Peterson (1952) [instrumental]
4) Ella Fitzgerald (1959)
5) Chris Connor (1959)
6) Alberta Hunter (1983)
7) Judy Blazer (1998)
This song also has a real feel of the 1920’s about it. Over the years, this song was
performed both by singers and instrumentalists (pianists and orchestras) adapting various
tempos proving the compliance of this song to a wide range of interpretations. Alberta
Hunter was a great blues singer who was forgotten for decades then rediscovered in the
1970’s. She brings a real blues feeling to this song and reveals the deep African-
American source at the core of Gershwin’s early songs. Chris Connor sings the verse and
gives a convincing performance in her lauded “Chris Connor Sings the George Gershwin
Almanac of Song.”

278

“Somebody Loves Me”: Form: A
1
A
2
BA
3
A
1

A
2

B

A
3

279

Fascinating Rhythm 1924

Example 5-3.1. George Gershwin, Fascinating Rhythm, Lead sheet

280

This song was written for the Broadway musical Lady, Be Good! in 1924. The
germinal idea for the song can be traced back to 1918 to an idea in the bridge of the song
“Some Wonderful Sort of Someone.”
11
It was later revised as a possible piano piece
before the 1924 version became its final form. Lady, Be Good! was the official launching
of the Gershwin Brothers’ well-known collaborations (their first effort was for the
musical comedy A Dangerous Maid in 1921, but that show never made to the Broadway).
The plot of the Aaron-Freedley produced show, featured Fred and Adele Astaire and
reflected one of the then current contemporary subjects - society parties in the Hamptons.
“Fascinating Rhythm” became the show-stopping dance number and was a major aspect
of the show’s success. The show received rave reviews concerning both the performers
(the Astaires and Cliff Edwards) and the music. It ran for over 300 performances, and
traveled to England where it also became a sensation. The show contains other successful
popular songs including the title song “Oh! Lady Be Good.” Elanor Powell also steals
the movie version of Lady, Be Good! (1941) with her remarkable tap dancing to
“Fascinating Rhythm.”
FASCINATING RHYTHM
VERSE
Got a little rhythm,
A rhythm, a rhythm
That pita pats through my brain.
So darn persistent,
The day isn’t distant
281

When it’ll drive me insane.
Comes in the morning
Without any warning,
And hangs around all day.
I’ll have to sneak up to it,
Someday, and speak up to it,
I hope it listens when I say.
REFRAIN
“Fascinating Rhythm
You’ve got me on the go!
Fascinating Rhythm
I’m all a quiver.
What a mess you’re making!
The neighbors want to know why I’m always shaking
Just like a flivver.
Each morning I get up with the sun,
(Start a hopping never stopping)
To find at night,
No work has been done.
I know that once it didn’t matter
But now you’re doing wrong,
When you start to patter,
282

I’m so unhappy.
Won’t you take a day off?
Decide to run along
Somewhere far away off,
And make it snappy!
Oh, how I long to be the man I used to be!
Fascinating Rhythm,
Oh, won’t you stop picking on me!”
The music for this song is said to have been contrived as a piano experiment by
George, which he later played for his brother Ira. Ira was quite bewildered about the
complexity of the rhythm, and finally commented that “it has a fascinating rhythm.” In
their collaborations, the music usually came first and then the words were applied later.
Ira Gershwin reveals his great talent in the lyrics of this song. He was frequently
over-shadowed by his brother George’s flamboyant personality and charisma. Ira’s
insights and skill are particularly evident in the lyrics for the repeating motive x in the A
sections. The notes f
H 1
- a
♭1
- g
H 1
- f
H 1
- b
♭1
are paired with the syncopated rhythm in “a
ragged mismatch of words and music that emphasizes repetitiveness without itself
becoming monotonous.”
12
He also utilizes much colloquialism as in “You’ve got me on
the go,” “Won’t you take a day off?” and “Won’t you stop picking on me?” He features
many colloquial contractions: “isn’t,” “it’ll”, and “didn’t.” The rhyming scheme is also
quite “fascinating”:

283

A: (a) “Fascinating Rhythm
(b) You’ve got me on the go!
(a) Fascinating Rhythm
(c) I’m all a quiver.
(a) What a mess you’re making!
(b) The neighbors want to know
(a) Why I’m always shaking
(c) Just like a flivver.
B: (a) Each morning I get up with the sun,
(b) Start a hopping
(b) never stopping
(a)To find at night, No work has been done.
The form of the refrain is A
1
B
1
A
2
B
2
, the second B section consists of material
from both the A
1
and B
1
sections.
Example 5-3.2. George Gershwin, Fascinating Rhythm, measures 1-8

284

Gershwin constructed this song with phrase units of 4 measures, which he then
follows with a sequence, except for the last B section: measures 1-4 are sequenced in
measures 5-8 up a perfect 4
th
, measures 9-12 are sequenced freely in measures 13-16, and
measures 17-20 are sequenced in 21-24. It is apparent that the main governing aspect of
the song is, of course, the “rhythm.” It is the epitome of the importation of the rhythmic
vitality of jazz into the music, dance and fashion styles of Broadway. It embeds the
rhythmic characteristics of jazz in a new framework. We can observe this same process in
the works of such divergent figures as Zez Confrey and Igor Stravinsky. Essentially
“Fascinating Rhythm” frustrates our expectations of rhythmic regularity. The first
measure reveals the essence of all of the patterns utilized in the A sections: 1) the
rhythmic motive x ( ), 2) the melodic notes f
H 1
, g
H 1
, a
♭1
, b
♭1

which are the diatonic supertonic, mediant, subdominant and dominant pitches in f minor,
and 3) the bass line D
H - E
♭
- F
H
- E
♭
supported by a harmonic progression of
. Motive x, when applied to the time signature of , creates an
incredible syncopated rhythmic situation in which the motive cycles one value faster
than the notated meter. It is in essence a shifting 7/8 pattern constantly displacing the
expected downbeats of the , those expectations maintained in the bass by the
aforementioned harmonic progression of , a one- measure-length-
ostinato, which lasts throughout the A section.
The melody begins with the titular phrase “Fascinating rhythm,” with the
rhythmic motive x, and this introduces and eventually establishes the headtone of the song
285

b
♭1
in measures 1-4. Motive x is reiterated twice and is followed by its modified version
x’ which breaks the continuity of the process, ending the syncopated rhythm in measure 4
by pairing the melodic line rhythm with an appropriate change in the bass to move
the tonal center to IV for the sequence which begins in measure 5. The colloquial text,
“you’ve got me on the go,” “what a mess you’re making!” perfectly matches the very
complex rhythm. Measures 1-4 is sequenced in measures 5-8 utilizing the identical
rhythm/melody/harmonic progression a perfect 4
th
higher in A
♭
major.
Example 5-3.3. George Gershwin, Fascinating Rhythm, measures 9-16

The eight measures of the B
1
section also utilize four measure groupings,
measures 9-12 is followed by its modified version in measures 13-16. In contrast to the
busy, short note value ( ) syncopated A
1
section material, B
1
consists of a mixture of
quarter note motions which create a more relaxed and slower rhythmic feeling than the
previous section, but with a hint of the syncopated eighth notes of A in measures 12 and
14. The melody in measure 14 ascends up to f
H 2
which is the apex note of the song, and
also is the octave image of the first note of the song f
H 1
. The second A section is an
identical repeat of the A
1
.

286

Example 5-3.4. George Gershwin, Fascinating Rhythm, measures 25-32

The last B section is actually a hybrid of the B and A sections (4+4). The first
four measures begins identically to B
1
, however this time the melody after it ascends to
the apex note f
H 2
quickly descends to a c
H 2
in measure 28, where it is prolonged for an
entire measure as the structural upper neighbor note of the headtone b
♭1
from which the
final melodic descent occurs in measures 29-31.
The final statement of motive x begins in measure 29 with the titular phrase.
Motive x then seems to begin the repetitive process again, however the pattern breaks
decisively after the descent of in melody. It then changes direction and makes a
leap up from f
H 1
to c
H 2
and yet another leap up to e
♭2
. This is a quite surprising moment
not only because of the direction of the melodic line changing so suddenly with the
surprising leaps but also because the expected momentum of motive x disintegrates. It is,
in fact, paired with the lyric “won’t you stop picking on me!” providing listeners a release
from the obsessive rhythmic pattern that has been present since the beginning of the song.
The e
♭2
outlines the e
♭
major triad when combined with the headtone (b
♭1
- e
♭2
- g
H 1
-
e
♭1
) and it eventually settles on the final note of the stepwise descent to e
♭1
.
It is interesting to compare Gershwin with his colleague Irving Berlin in their
approach to the syncopated rhythmic aspect of their songs. Berlin wrote “Everybody
287

Step” in 1921 which employs a quite complex rhythm. Some of Berlin’s devotees claim
that “Everybody Step” foreshadows Gershwin’s “Fascinating Rhythm” (1924). Berlin
later also wrote “Puttin’ on the Ritz” in 1930, which many considered to be his most
rhythmically complex song. However, Berlin’s rhythms maintain more of a ballroom
dance quality, while Gershwin’s song clearly manifests stronger and more jagged beats. It
is safe to assume that this song also had some impact on Berlin, who always had a keen
rhythmic ear for all of the current trends in popular music.
13

288

“Fascinating Rhythm”: A Partial Recording History
1) Fred Astaire (1926)
2) Morton Gould (1953)
3) Mel Tormé (1957)
4) Ella Fitzgerald (1957)
5) Chris Connor (1959)
6) Vic Damone (1963)
7) Double Six of Paris (1963)
8) Rosemary Clooney (1980)
If one compares the performances of this song by Mel Tormé and Vic Damone
he/she can hear the essential difference between a singer who is infused with the jazz
tradition and a popular music “crooner.” Frank Sinatra always said that Vic Damone had
the best voice of all of the male singers that emerged in the 1940s. Unfortunately he also
had a rhythmic feel that was as “stiff as a board.” Tormé is so comfortable in this idiom
that he syncopates Gershwin’s already displaced rhythms and sings part of this piece in
triple meter. The recording by the Double Six of Paris is quite amazing in several regards.

289

“Fascinating Rhythm”: Form A
1
B
1
A
2
B
2
A
1

B
1

A
2

290

B
2

291

The Man I Love 1924

Example 5-4.1. George Gershwin, The Man I Love, Lead sheet

292

This beautiful ballad, one of Gershwin’s most popular songs, has had a rather
convoluted destiny. Initially it was written for the show Lady, Be Good! (1924). In fact, a
financier readily invested ten thousand dollars for the show primarily because of the
presence of this song. However, the song with a new verse and a modified chorus was
withdrawn during the tryout period in Philadelphia due to the lukewarm reception
perceived to be caused by its rather slow rhythm. A few years later, it was interpolated
into the show Strike Up the Band but that show (in this form) never reached Broadway.
Meanwhile, the sheet music of this song traveled to England with Lady Mourtbatten, a
friend of Gershwin, where it became quite popular especially in the dance halls. The song
was revived yet again for Rosalie featuring Marilyn Miller in 1928 but again it was cut
from the show before opening night. The lyricist Ira Gershwin called the song the “thrice-
orphaned song.” Eventually the publisher’s marketing of the song as a stand-alone work
reinforced by several recordings by singers including Helen Morgan and Marion Harris
made the song become hugely popular – all of this in spite of the fact that the song is
probably the most harmonically complex piece in the “Tin Pan Alley” genre written up to
this point in time.
14
It is clearly Gershwin’s most successful hit song without the
mediation of a musical production (Broadway or Hollywood). It also violated the axiom
that a song should be equally performable by male or female singers.
THE MAN I LOVE
VERSE
When the mellow moon begins to beam,
Ev’ry night I dream a little dream,
293

And of course Prince Charming is the theme,
The he for me.
Although I realize as well as you,
It is seldom that a dream comes true,
To me it’s clear
That he’ll appear.
REFRAIN
Someday he’ll come along,
The man I love,
And he’ll be big and strong,
The man I love,
And when he comes my way,
I’ll do my best to
Make him stay.
He’ll look at me and smile,
I’ll understand,
And in a little while
He’ll take my hand,
And though it seems absurd,
I know we both won’t say a word.
Maybe I shall meet him Sunday,
Maybe Monday, maybe not,
294

Still I’m sure to meet him one day,
Maybe Tuesday will be my good news day.
He’ll build a little home,
Just meant for two,
From which I’ll never roam,
Who would, would you?
And so all else above,
I’m waiting for the man I love.
The story about the origin of this song can help us to understand something about
the complexity of harmony and the fragmental quality of the melodic line in this song. In
the early 1920s Gershwin wrote a verse for a song that he never completed. During the
“Tin Pan Alley” period, the verses for songs were clearly subservient to the chorus (or
refrain) and out of the context of a show the verse was frequently omitted in
performances. As a result the function of the verse became quite perfunctory or, perhaps,
it could contain some melodic figures or harmonic features that might be realized more
extensively in the chorus section. Ira Gershwin looked at George’s verse and liked it so
much that he contrived a lyric for the melody and thereby convinced George that this
“verse” could actually function as the refrain for a “new” song.
After “The Man I Love” reached an audience it received much critical praise
including comments like “the edge of modernity”
15
and “it is a superb expression of a
simple human feeling, akin to that in Schubert’s ‘Gretchen am Spinnrade’, only less
definitely tragic.”
16
Wilfrid Mellers, in his research on American Music, compared the
295

lyrics of the verse and the chorus in the following manner: it is pure dreaming vs. “the
loss of innocence becoming all yearning.”
17
The form of the refrain is A
1
A
2
BA
3
.
Example 5-4.2. George Gershwin, The Man I Love, measures 1-8

It is quite clear that Gershwin conceived this song from the process of a linear
intervallic pattern which is thereby the result of a compound melody. What is remarkable
is that the compound melody is created by combining the melodic line with the piano
accompaniment. In fact, the linear intervallic pattern happens in the accompaniment
between the bass and alto voices while the melody reiterates the essential motive (motive
x), which functions almost like a tag to the basic pattern in the accompanying part.
Moreover, very complex harmonies are created from the melody and accompaniment, but
they are the consequence of the more essential linear intervallic process. This 10-10-10-
10-10-10-5 pattern is illustrated in the graph below. (*The incipit form of this motive
occurs as the “tag” theme in Rhapsody in Blue)
296

Example 5-4.3. George Gershwin, The Man I Love, linear intervallic pattern in measures
1-8

A closer examination of the first measure will shed more insights how the A
section is constructed. The accompaniment initiates the song on the downbeat of the first
measure with a tonic triad in E
♭
major, and the melody follows after an eighth rest
utilizing motive x. The pitches in motive x b
♭
1
- c
H 2
- b
♭
1
- c
H 2
- b
♭
1
- d
♭
2
, features b
♭
1
as the
chord 5
th
of the tonic triad and c
H 2
as its upper neighboring tone. This confirms the E
♭

triad as tonic. However, the last note in the motive x, d
♭
2
is the “blue” 7
th
note, which
suddenly gives a new color to the E
♭
major triad. It portends the chromatic harmonic
progressions which will ensue in the following measures. Modally mixed harmonies and
secondary dominant harmonies are utilized to comply with the linear intervallic process.
It is noteworthy that the descending bass line breaks the expected pattern in the linear
intervallic pattern briefly in measure 5 by substituting its inverted form (c
♭
- f
H becomes
f
H - c
♭1
) which still, however, preserves the expected harmony. One might speculate that
Gershwin wanted to keep the pattern of the appearance of the “blue note” in the melodic
line to match the d
♭2
in the first measure.
297

The melodic line which repeats motive x in the first three measures also begins to
descend. In fact, the highest notes in each measure d
♭2
- c
H 2
- c
♭2
- b
♭1
in measures 3-6
creates a parallel motion with the descending bass line of d
♭
- c
H - (c
♭1
) - B
♭
. However,
the deeper structural melodic contour in the whole A section is the descent from
(b
♭1
- a
♭1
- g
H 1
) in measures 1, 4, and 7. The second A section is identical to A
1
,
except the melody descends to a partial closure on the tonic note e
♭1
.
Example 5-4.4. George Gershwin, The Man I Love, measures 17-24

The bridge in popular songs is also often called a release. This particular B
section literally releases the tension that has been built up in the previous two A sections
from the constant reiteration of motive x and the slow-moving chromatic bass line. The
bridge consists of two four-measure-units employing a much more regular downbeat
pattern. The tonal center shifts to c minor, the relative minor of E
♭
major. An e
♭1
begins
the melodic line which then ascends an octave higher to e
♭2
, the apex note of the song.
Gershwin then, once more employs a descending technique in the melody resting on b
H 1

in measure 20 supported by a V
7
chord in c minor. It is noteworthy that the appearance of
298

the clashing two chromatic notes b
♭1
and b
H 1
in the melody is absorbed by the harmony
viio in c minor in measures 18 and 22. As a component of the local descent, both b
♭1

and b
H 1
function as harmonic notes in this section: 1) the b
H 1
in measure 20 functions as
part of dominant harmony in c minor, and b
H 1
recalls the same pitch (enharmonically
transcribed as c
♭
1
) from the A sections in measures 5 and 13; 2) the b
♭1
in measure 23
supported by a vii
o7
of VI harmony that helps the smooth chromatic modulation (note that
e
H is actually f
♭
in measure 23) to E
♭
major utilizing a beautiful voice exchange between
the melody (b
♭
1
- a
♭
1
- g
H 1
) and the bass line (G
H - A
♭

- B
♭
) in measures 23-24. Gershwin
employs another linear intervallic pattern, rather subtly in this section, between the tenor
and the alto voices; 6 – 6 – 6 - 6, again in a chromatic descent. Measure 24 completes a
local linear progression (a 7-zug) from e
♭2
- f
H 1
. The f
H 1
is supported by a V
7
harmony in
E
♭
which then functions as an interruption leading to the return of A with the headtone of
b
♭1
.
Example 5-4.5. George Gershwin, The Man I Love, linear intervallic pattern in measures
17-19 and 21-23

It is interesting to notice that Gershwin modified the material in all three A
sections of the song creating interesting variations and also, increasing the emphasis on
299

the linear intervallic pattern: 1) A
1
states the accompaniment and motive x; 2) A
2
states
the accompaniment and motive x followed by a chromatic descent which puts extra
weight on the downbeat of each succeeding measure; and 3) the accompanimental note
which produces the linear intervallic pattern is now played in the accompaniment with an
“octave” doubling in A
3
.
Example 5-4.6. George Gershwin, The Man I Love, measures 1, 9, 25

300

“The Man I Love”: A Partial Recording History
1) Helen Forrest (1940)
2) Billie Holiday (1940)
3) Nat Cole (1944)
4) Dinah Washington (1946)
5) Lee Wiley (1952)
6) Anita O’Day (1954)
7) Peggy Lee (1956)
8) Keeley Smith (1958)
9) Liza Minnelli (1970)
10) Betty Carter (1988)
This is one of the great torch songs of all time and female singers have lined up
for decades to record it. The definitive version is by Billie Holiday in which she reveals
the deep heart-break at the core of the song.

301

“The Man I Love”: Form A
1
A
2
BA
3
A
1

A
2

B

A
3

302

How Long Has This Been Going On? 1927

Example 5-5.1. George Gershwin, How Long Has This Been Going On, Lead sheet

303

Gershwin co-wrote music with Sigmund Romberg for the show Rosalie in 1928.
The then two most significant entertainers on Broadway, Marilyn Miller and Jack
Donahue were the featured stars. The plot of the Ziegfeld produced show, involves a
romance between an American West Point cadet and a European princess named Rosalie.
Consequently, Rosalie contains certain characteristics from both musical comedy and
operetta. Ziegfeld’s intention was that Gershwin would write the music for the American
aspect and Romberg for the European settings. Lyrics were supplied by P. G. Wodehouse
and Ira Gershwin. Despite some concerns about the “book” being too old fashioned, the
extravagant production pleased the vast majority of its audience. The show, along with
Lady Be Good!, and Of Thee I Sing, became one of three longest running Broadway
musicals in Gershwin’s entire career. It was later made into the film Rosalie (1937) by
the MGM studio, however for some unrevealed reason, the Gershwin-Romberg music
was replaced by a wholly new score written by Cole Porter which featured his new song
“In the Still of the Night.” The movie was a major flop. Rosalie, as a stage production,
has been revived several times but due to its “dated” plot, it has essentially disappeared as
a production after the 1960s. Gershwin had originally composed “How Long Has This
Been Going On?” for the show Funny Face but it was cut from that show. It was,
however, restored to the film version of Funny Face in 1957. Audrey Hepburn sings a
plaintive (if tenuous in pitch) version of the song. It also serves as the music for a dance
number by Hepburn and two male dancers in a Paris bistro. The song joined the canon of
the Songbook with Peggy Lee’s recording with the Benny Goodman band in 1943.

304

HOW LONG HAS THIS BEEN GOING ON?
VERSE 1
HE: As a tot,
When I trotted in little velvet panties,
I was kissed by my sisters,
My cousins and my aunties.
Sad to tell, it was Hell,
An inferno worse than Dante’s.
So, my dear, I swore,
“Never, nevermore!”
On my list I insisted that
Kissing must be crossed out.
Now, I find I was blind,
And oh lady, how I’ve lost out!
REFRAIN
I could cry salty tears,
Where have I been all these years?
Little wow,
tell me now
How long has this been going on?
There were chills up my spine,
And some thrills I can’t define.
305

Listen sweet, I repeat:
How long has this been going on?
Oh, I feel that I could melt,
Into Heaven I’m hurled!
I know how Columbus felt,
Finding another world!
Kiss me once, then once more
What a dunce I was before.
What a break! For Heaven’s sake!
How long has this been going on?
VERSE2
SHE: ‘Neath the stars at bazaars often I’ve had to caress men,
Five or ten dollars then I’d collect from all those yesmen.
Don’t be sad, I must add that they meant no more than cheessmen.
Darling, can’t you see ‘t’was for charity.
Though these lips have made slips, it was never really serious.
Who’d a’thought I’d be brought to a state that’s so delirious?
REFRAIN 2
I could cry salty tears,
Where have I been all these years?
Listen you tell me do
How long has this been going on?
306

What a kick! How I buzz!
Boy, you click as no one does!
Hear me sweet, I repeat:
How long has this been going on?
Dear, when in your arms I creep,
That divine rendezvous,
Don’t wake me, if I’m asleep,
Let me dream that it’s true.
Kiss me twice, then once more
That makes thrice, let’s make it four!
What a break! For Heaven’s sake!
How long has this been going on?
The title of the song reflects the use of the colloquial speech idioms which were in
vogue during the period of peak popularity of the standard American popular songbook.
Ira’s choice of this title, which is generally associated with a situation concerning a
mate’s infidelity, is here cleverly transformed as an ironic response from a lover who has
just received a first kiss. The lyric portrays the various emotional states of a smitten lover,
“There were chills up my spine, And some thrills I can’t define,” “Oh, I feel that I could
melt, Into Heaven I’m hurled!,” “I know how Columbus felt, Finding another world!”
and “Kiss me twice, then once more, That makes thrice, let’s make it four!” Ira converts a
five line stanza into eight measure segments in the A sections:

307

A: I could cry salty tears,
Where have I been all these years?
Little wow,
tell me now
How long has this been going on?
B: Oh, I feel that I could melt,
Into Heaven I’m hurled!
I know how Columbus felt,
Finding another world!
(*melt, hurled, felt: 3 potent verbs vs. world: an ecstatic noun)
The form of the refrain is A
1
A
2
BA
3
.
Example 5-5.2. George Gershwin, How Long Has This Been Going On?, measures 1-8

There are several distinctive features in the melody of the A section: 1) it is
constructed in a laconic and fragmented manner; 2) it utilizes a pentatonic scale, g
H 1
- a
H 1
- b
H 1
- d
H 2
- e
H 2
(except for the blue 3
rd
in measure 7); 3) it employs only three rhythmic
patterns which are indicated with x, y, and z with brackets. Motive x ( ) is
clearly the principal rhythm motivating the song. Furthermore, only two pitches occupy
308

each measure during the opening six measures, and these “rocking” major seconds
dominate the pitch domain.
The melody in the first measure d
H 2
- e
H 2
utilizing the rhythmic motive x, is
reflected as a melodic retrograde in the following measure e
H 2
- d
H 2
, using the identical
rhythmic pattern. These first two measures serve as a model for the next melodic contour,
compare measures 4-5 with measures 1-2. In measures 6-7 a new rhythmic idea (motive
z) appears and it is clearly a reference to the rhythms featured in the verse. In measure 7,
the melody ascends to b
♭1
which is the “blue 3
rd
”of scale, and after the neighboring
motion, finally reaches the headtone of the song b
H 1
, the added 6
th
to the dominant chord
and in measure 8 the stable third of the tonic. The melody itself over the first 8 measures
of the song is quite static because of the aforementioned reasons: there are only five
pitches utilized, combined with a largely reiterated rhythm, motive x. It is an effective
melody because of the incredible lyric by Ira and a carefully composed and
contrapuntally brilliant accompaniment. Note the strong harmonic motion to the IV
♭7

chord in measure four (again recalling the influence of the blues). Also, note the motion
of b
H 1
- b
♭1
in measures 1 and 3 in the inner voice of the accompaniment and in the bass
line of measure 5. All of this prepares the listener for the b
♭1
- b
H 1
motion in the melody
of measure 7. Many recent jazz singers, however, perform measure 7 by modifying the
last three pitches from b
♭1
- a
H 1
- b
H 1
to b
♭1
- b
H 1
- d
H 2
. Although, this change makes the
b
H 1
less of a surprise to the listener it completely changes the overall structural order of
the piece melodically and also “robs” the final descent of the melody in measures 31-32
of some of its impact.
309

Example 5-5.3. George Gershwin, How Long Has This Been Going On?, measures 17-24

The bridge consists of two four-measure units, related by a sequence up a 3
rd
.
Each measure of the bridge contains three pitches (except for the sustained notes in
measures 20 and 24) rather than the two per measure in previous A sections. However, a
similar melodic construction technique is utilized, again emphasizing neighboring
motions. Measures 17-20 are essentially a prolongation of the headtone of the song b
H 1
,
supported by C major harmonies, combined with both upper and lower neighboring notes
(indicated with stems with flags). Note here, once again the supporting progression of I -
IV
♭7
in C and then in b minor with the progression I - IV
(added 6)
. The prolongation of the
headtone note in the B section is probably due to its late and quick appearance in the A
section. The next four measures (21-24) is a sequence of the first four of the bridge,
tonicizing b minor. It deserves observation that the two prolonged chords of the bridge
are (c
H - e
H
- g
H - b
H ) and (B
H - d
H - f
#
). When they are combined, they produce (d
H
- f
#
-
a
H - c
H - e
H
- g
H - b
H ) which is a V
13
of G major, the harmony utilized in measure1!
Example 5-5.4. George Gershwin, How Long Has This Been Going On?, measures 25-32

310

The last A section is identical to the A
2
, except that it ends with a final melodic
descent of with lingering as the blues influenced mediant note. It should
not be a mystery why this song is such a favorite of jazz and “torch” singers. It is
completely imbued with the essence of the “blues.”

311

“How Long Has This Been Going On?”: A Partial Recording History
1) Lee Wiley (1939)
2) Felicia Sanders (1954)
3) June Christy (1955)
4) Mel Tormé (1956)
5) Chet Baker (1957)
6) Ella Fitzgerald/ Louis Armstrong (1957)
7) Ella Fitzgerald (1959)
8) King Sisters (1959)
9) Dick Haymes (1976)
10) Rosemary Clooney (1980)
11) Holly Cole (1990)
12) Susannah McCorkle (1998)
13) Karrin Allyson (2002)
This is probably the most admired of all of Gershwin’s ballads by jazz singers. June
Christy made a beautiful recording in 1955 and more recently Karin Allyson has
performed it consistently and wonderfully (at the Catalina Bar and Grill in Los Angeles).
The recording by Felicia Sanders, a largely forgotten singer, is also quite extraordinary.

312

“How Long Has This Been Going On?”: Form A
1
A
2
BA
3

A
1

A
2

B

A
3

313

Embraceable You 1930

Example 5-6.1. George Gershwin, Embraceable You, Lead sheet

314

Gershwin wrote music for the Aaron-Freedley produced show Girl Crazy in 1930.
Guy Bolton collaborated with John McGowan on the book and Ira wrote the lyrics.
“Embraceable You” was an urbane love duet performed by the stage characters Molly
Gray and her “girl crazy” playboy friend Danny Churchill. The show featured Ginger
Rogers singing this song in her first role as a Broadway star. A burlesque of the western,
this show was regarded as the seed element which initiated a new era, one which
portended the “western-inspired” music of Ferde Grofé, Aaron Copland, Richard Rogers,
et al. The show was very successful, it ran for 272 performances and was later made into
movies on three occasions. The show contained several popular songs including “Sam
and Delilah,” “Bidin’ My Time,” “I Got Rhythm,” and the beautiful ballad “But Not For
Me.” But, most particularly, “I Got Rhythm” and “Embraceable You” immediately
became part of the standard repertoire of American popular songs. Judy Garland sings
“Embraceable You” very beautifully in the 1943 movie version of Girl Crazy.
EMBRACEABLE YOU
VERSE
HE: Dozens of girls would storm up,
I had to lock my door.
Somehow I couldn’t warm up
To one before.
What was it that controlled me?
What kept my love life lean?
My intuition told me
315

You’d come on the scene.
Lady, listen to the rhythm of my heartbeat,
And you’ll get just what I mean.
REFRAIN
Embrace me,
My sweet embraceable you!
Embrace me,
You irreplaceable you!
Just one look at you,
My heart grew tipsy in me,
You and you alone bring out the gypsy in me!
I love all the many charms about you,
Above all I want my arms about you.
Don’t be a naughty baby,
Come to papa - come to papa - do!
My sweet embraceable you!
VERSE 2
SHE: I went about reciting,
“Here’s one who’ll never fall!”
But I’m afraid the writing
Is on the wall.
My nose I used to turn up
316

When you’d besiege my heart;
Now I completely burn up
When you’re slow to start.
I’m afraid you’ll have to take the consequences;
You upset the apple cart.
REFRAIN 2
Embrace me,
My sweet embraceable you!
Embrace me,
You irreplaceable you!
In your arms I find love so delectable, dear.
I’m afraid it isn’t quite respectable, dear.
But hang it!
Come on, let’s glorify love!
Ding dang it!
You’ll shout “Encore!” if I love.
Don’t be a naughty Papa,
Come to papa - come to papa - do!
My sweet embraceable you!
ENCORE REFRAIN
HE: Dear lady,
My silk-and-lace-able you;
317

Dear lady,
Be my embraceable you.
You’re the only one I love, yes, verily so!
But you’re much too shy, unnecessarily so!
SHE: I’ll try not
To be so formal, my dear.
HE: Am I not
A man who’s normal, my dear?
There’s just one way to cheer me;
Come to Papa-come to papa-do!
My sweet embraceable you.
Ira Gershwin clearly demonstrates his brilliant command of lyric writing in this
song. Quite obviously his lyrics are an intrinsic part of why this is such an excellent and
memorable song. For the recurring, inventive and somewhat unusual rhythmic
motive , he utilizes for the first three rhythmic
values the three syllable .
This is stretched to the four syllable “em-brace-a-ble” for the rhythmic values
.

318

And finally, it become the five syllable “ir-re-place-a-ble” for the rhythmic values
. In the second refrain he utilizes the
four syllable “delectable” and “respectable” to complement “embraceable.” And in the
encore refrain “silk-and-lace-able” complements “irreplaceable.” In the B section he
gives us the clever rhymes of “tipsy in me” with “gypsy in me.”
The form of the refrain is the rather unusual A
1
BA
2
C. In the A
1
section the
imperative tone of the lyric is mitigated by Ira’s sense of humor. In A
2
this imperative
tone disappears. The C section is particularly ingenuous and makes this lyric one of the
most memorable in the entire canon of American song.
Example 5-6.2. George Gershwin, Embraceable You, measures 1-8

The whole structure of this elegant song is controlled by two rhythmic motives:
1) one- measure-length motive x or its more obvious and trivial variant
x’ ; and 2) two- measure-length motive y . In fact, motive x
(x’) occupies 15 measures and motive y controls 14 measures out of the 32- measure song.
The A section consists of two four-measure units, one of Gershwin’s favorite
symmetrical techniques. The first four measures are sequenced up a perfect fourth in
measures 5-8. However, at a deeper structural level, the two units are strongly connected
319

with an overall ascent from measure 1 to the headtone in measure 7. As we have already
seen in a previous song “Somebody Loves Me” (refer to Example 5-2.3), Gershwin likes
to create deeper structural connections at the background level from the surface features
(like sequences) of his melodies. In this song specifically, the foreground sequence
produces the long ascent from e
H 1
(the emblematic added 6 of G) through the interval of
the seventh, reaching to the headtone of the song d
H 2
(e
H 1
- f
#1
- g
H 1
- a
H 1
- b
H 1
- c
H 2
- d
H 2
).
The first measure begins with the melody e
H 1
- f
#1
- g
H 1
, utilizing motive x. Initiating
a phrase with a rest is another of Gershwin’s unique touches. What follows is interesting;
the same three notes e
H 1
- f
#1
- g
H 1
with the same motive x rhythm repeats but it is
extended to a
H 1
and then after a rest it makes a downward leap of the perfect 5
th
to d
H 1
,
which is the nadir note of the song. This initiates the appearance of rhythmic motive y.
The effect of the two eighth rests in measure 3 is maximized by Ira’s clever rhyming
scheme (em-brace- -able you!) and the rests also instantly create an incredible
lightness and elegance in melodic line. The ensuing four measures as mentioned above
are a sequence of the first four measures, finally reaching the headtone of the song d
H 2
in
measure 7 and completing the rhyme (ir-re-place- -able you!).
Example 5-6.3. George Gershwin, Embraceable You, measures 9-16

320

The B section, which tonicizes b minor (III) in measures 9-12, appears on the
surface to utilize the pervasive four measure unit. However, the melody actually initiates
a long ascending three-note-zug b
H 1
- c
#2
- d
H 2
(measures 9, 14, and 15) at a deeper
structural level. Measures (9-10) and (13-14) have continuous quarter note values which
“smooth out” the interruptive nature of the rhythms of the A section. It is interesting how
the headtone of the song d
H 2
is contrapuntally reestablished in this section, through an
unfolding combined with a 10-10-10-10-8 linear intervallic pattern between the bass and
the melody lines. After the arrival of the headtone, the piano accompaniment descends in
another linear intervallic pattern of 6-6-6-6-6-6 forming another contrapuntal link to A
2
.
The second A section is identical to A
1
, now emphasizing the rhymes (charms
about) (arms about) , (glo- -rify love), and (“Encore!” if I love).
Example 5-6.4. George Gershwin, Embraceable You, measures 25-32

What appears to be a final structural melodic descent begins in
measure 25 over three measures. However, this descent is not supported by structural
harmonies in G major, but is, rather, in the local tonic of e minor. But the eight
repetitions of g
H 1
clearly bring great melodic emphasis to this note. It is yet another level
of complexity in Gershwin’s compositional techniques. The following two measures
were quite controversial in 1930 because of the lyric “come to papa, come to papa, do!”
321

which is matched with , the only appearance in the
refrain of 8 consecutive eighth notes. Gershwin obviously wanted to break the motive y
pattern in this last phrase of the song. Some contemporary singers modify the rhythm of
these two measures to motive y and drop the text “Come to papa.” This same rhythmic
material also occurs once in the verse at measure 17 (“Lady, listen to the rhythm of my
heartbeat”).
Gershwin is very meticulous about interweaving the accompanimental line with the
vocal melodic line, similar to the approach of Jerome Kern. For example, b
H - c
#1
- d
H 1

occurs in the piano accompaniment in measures 1-3 and this is later projected as the
aforementioned melodic b
H 1 - c
#2
- d
H 2
in the B section which thereby produces an
ascending zug at a deeper structural level. Another example is the e
♭
in the piano
accompaniment in measure 6, which is derived from measure 7 of the verse and also
foreshadows the e
♭2
in measure 30, the apex note of the song which is, in addition, of
course, the structural upper neighboring tone to the headtone d
H 2
.

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“Embraceable You”: A Partial Recording History
1) Jo Stafford (1941)
2) Nat Cole (1943)
3) Judy Garland (1943)
4) Billie Holiday (1944)
5) Dinah Washington (1945)
6) Charlie Parker (1947)
7) Sarah Vaughan (1954)
8) Chet Baker (1957)
9) Ella Fitzgerald (1959)
10) Frank Sinatra (1960)
11) Cleo Laine (!984)
12) Andy Bey (1996)
The greatest instrumental recording of this song is by Charlie Parker. It is one of the
essential recorded masterpieces in jazz history. There are many wonderful vocal
recordings as well. But, Andy Bey’s recent (1996) recording breaks new ground in the
interpretation of the song.

323

“Embraceable You”: Form A
1
BA
2
C

A
1

B

A
2

C

324

I Got Rhythm 1930

Example 5-7.1. George Gershwin, I Got Rhythm, Lead sheet

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This song, also, is from Girl Crazy, the 1930 Aaron-Freedley produced musical.
Ginger Rogers and Allen Kearn starred as the principal characters and Ethel Merman,
who played the part of a saloon singer, made her debut on Broadway in this show.
Although it was Merman’s first stage exposure, her amazing presence, great diction and
the meticulous timing of her delivery roused audiences to a level of wild excitement.
Particularly in her nightly performances of “I Got Rhythm,” she literally brought down
the house. Audiences consistently demanded many encores and she became a major star
overnight. This song remained Merman’s signature song. One of her memoirs was even
titled Who Could Ask for Anything More, which is, of course, taken from the lyric of the
song. Girl Crazy was hugely successful and has also been made into movie versions three
separate times: 1932, 1943 and 1965 (the 1965 version was retitled When The Boy Meets
The Girl). MGM’s 1943 version is generally faithful to the plot of the Broadway
production and kept most of the songs from the original Broadway show. Mickey Rooney
and Judy Garland played the two main characters. Judy Garland belts out this song in the
final scene which then transforms into a huge dance number featuring the Tommy Dorsey
Band and dozens of dancers. Another of Gershwin’s popular songs “Fascinating
Rhythm,” originally composed for Lady, Be Good! in 1924, was interpolated into the
movie with Mickey Rooney playing a piano accompanied by Tommy Dorsey and his
orchestra. In this film Judy Garland gives wonderful interpretations of the two beautiful
ballads “Embraceable You” and “But Not For Me.” In the 1992 show Crazy For You
based on Girl Crazy, “I Got Rhythm” was transformed into a spectacular dance number.
Ethel Merman’s vocal rendition had become so legendary that the producers and
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performers felt intimidated by it. Perhaps a singer who could hold an f
H 2
for sixteen
measures at a fortissimo dynamic (as Merman was famous for) could not be found!
I GOT RHYTHM
VERSE
Days can be sunny, with never a sigh,
Don’t need what money can buy.
Birds in the tree sing their day-ful of song,
Why shouldn’t we sing along?
I’m chipper all the day,
Happy with my lot.
How do I get that way?
Look at what I’ve got.
REFRAIN
I got rhythm,
I got music,
I got my man
Who could ask for anything more?
I got daisies
In green pastures,
I got my man
Who could ask for anything more?
Old man trouble,
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I don’t mind him,
You won’t find him
‘Round my door.
I got starlight,
I got sweet dreams,
I got my man
Who could ask for anything more,
Who could ask for anything more?
It is interesting to learn that, despite the continuity of the sounds in the flawlessly
matching text to this exiting and syncopated tune, it was quite a struggle for Ira to
contrive the lyric for this song, particularly in the A section. He originally tried rhyming
schemes but he ultimately decided that this approach did not have enough “oomph” to
match the music. He decided to set the tune with no obvious rhyming in the A section of
the refrain and he pushed for the use of the blunt slang expression “got” to substitute for
the word, “have.” In the process he created a contrast in the refrain to the more proper
grammatical expressions in the verse such as “look at what I’ve got.”
18
He does feature a
good deal of alliteration in this lyric; there are several “m” sounds (music, my, man, more,
etc.) and lots of harsh consonants (got, could, ask, green, etc.). Finally, the colloquial
utilization of “who could ask for anything more?” as a finishing phrase in the refrain and
which is even repeated in A
3
forms a perfect marriage with the melody. Ira did employ a
rhyme in the bridge, “I don’t mind him, you won’t find him.” Some singers edit the lyric
applying the proper (grammatical) “I’ve got rhythm, I’ve got music” but this is a clear
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misunderstanding of the lyricist’s intentions. Ira’s vernacular word play is a daring
solution in setting such a repetitive, syncopated melodic line. The form of the refrain is
A
1
A
2
BA
3
.
Example 5-7.2. George Gershwin, I Got Rhythm, measures 1-8

As the title indicates, the “rhythm” is obviously the governing tool in the
construction of this song. In particular, the quite syncopated two-measure-length
rhythmic motive x which occupies over 60% of the 34 measures and
is matched with the titular phrase “I got rhythm” represents the primary sonic image in
the song.
The melody begins with the titular phrase “I got rhythm” f
H 1
- g
H 1
- b
♭1
- c
H 2
,
paired with motive x. What follows is interesting and playful, “I got music” uses the same
rhythmic motive, but the melodic contour is now stated in a retrograde form c
H 2
- b
♭1
-
g
H 1
- f
H 1
. After all, “music (= melody)” and “rhythm” coexist as paired entities. In
measure 5, the melody begins with the identical ascension of f
H 1
- g
H 1
- b
♭1
- c
H 2
, but
then “I got my man,” makes an upward leap to e
♭2
which initiates the famous text “Who
could ask for anything more?”. The melody then proceeds to emphasize metrically d
H 2
,
the headtone of the song. Therefore, in reflection the e
♭2
in measure 6 is clearly an upper
neighboring tone to the headtone d
H 2
. This ascent of f
H 1
- g
H 1
- b
♭1
- c
H 2
- d
H 2
completes
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a pentatonic scale which is the source of the melody of the A section. The d
H 2
then
descends stepwise creating a structural local linear progression of - ( ). In
comparison with most of Gershwin’s other songs, this song has a rather simple harmonic
progression, a repeating pattern of I – ii
7
– V
7
– I in B
♭
major in the A sections. The
following A
2
is identical to the first A section.
Example 5-7.3. George Gershwin, I Got Rhythm, measures 17-24

The bridge (B) consists of two four-measure-units, once again a favorite device of
Gershwin. The first four measures are, essentially a prolongation of d
H 2
, reemphasizing
the headtone of the song, and the following four measures feature a prolongation of c
H 2
,
thereby creating a motion, which is a significant structural motion in the design of
the whole song. The prolongations of d
H 2
and c
H 2
are supported by a circle of 5
th

progression in the bass line (V
7
of VI, V
7
of ii, V
7
of V, V
7
). Motive x is constantly
utilized, never ceasing to evoke a highly rousing mood. The overall harmonic scheme of
this song; the I - ii
7
- V
7
- I progressions of the A sections and the series of two measure
extrapolations of secondary dominant seventh chords beginning on the mediant in the B
section became one of the two ubiquitous set of chord progressions for jazz musicians to
utilize for improvisations. Jazz musicians refer to this progression cycle as “rhythm
changes.” The other set they prefer is derived from the traditional twelve bar blues. There
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are literally dozens of “contrafacts” (new melodies on the “I Got Rhythm” chord
sequence) based on “rhythm changes.” Below is a short list of some of the most famous
examples:
1) Red Cross: Charlie Parker
2) Salt Peanuts: Dizzy Gillespie
3) Anthropology: Dizzy Gillespie
4) Lester Leaps In: Lester Young
5) Rhythm-a-ning: Thelonius Monk
6) Five: Bill Evans
7) Cottontail: Duke Ellington
Example 5-7.4. George Gershwin, I Got Rhythm, measures 25-34

The last A section begins in the same fashion as the previous two. However, this
time the melody, paired with “who could ask for anything more?” ascends to f
H 2
(“more”) in measure 32 as if the question is truly searching for some answer. The f
H 2
is
not only the apex note but also an octave image of the nadir tone of the song (see the
dotted parabolic line in the example above). The question is then answered but with a
reiteration of the same question, implying an ironic but solid confirmation in the
protagonist’s mind that he/she, indeed, does not need anything else. The final structural
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descent in the melodic line also supports that confirmation. Note that the e
♭2
in measure
32 is now a passing tone from the apex pitch f
H 2
to the headtone d
H 2
.

“I Got Rhythm”: A Partial Recording History
1) Ethel Waters (1930)
2) Kate Smith (1933)
3) Judy Garland (1943)
4) Ethel Merman (1947)
5) Chris Connor (1959)
6) Ella Fitzgerald (1959)
7) Ann Richards (1960)
8) Lena Horne (1962)
9) Susannah McCorkle (1998)
There are literally hundreds of instrumental jazz performances based on the chord
changes of “I Got Rhythm.” However, it is not sung nearly as often. Ethel Merman made
the song famous and Judy Garland did it wonderfully in the 1943 movie remake of Girl
Crazy. But Ella Fitzgerald is the one performer who can capture its essence and can also
“scat” sing an improvisation over the chord changes.
332

“I Got Rhythm”: Form A
1
A
2
BA
3

A
1

A
2

B

A
3

333

Nice Work If You Can Get It 1937

Example 5-8.1. George Gershwin, Nice Work If You Can Get It, Lead sheet

334

After his long commitment to the opera Porgy and Bess, Gershwin returned to the
world of popular music. He and his brother went to Hollywood to work on film musicals.
Although the studios had some concern about Gershwin’s “highbrow” flirtations with
“classical music,” RKO commissioned him to write music for two films, both with Fred
Astaire as the star: Shall We Dance? and A Damsel in Distress both in 1937. In these
movies, Gershwin again revealed his startling talent for composing beautiful popular
songs. Both movies contain several wonderful songs which later became part of the
American standards songbook: from Shall We Dance?, there were “They Can’t Take
That Away From Me,” “Let’s Call The Whole Thing Off” and “They All Laughed”; and
from A Damsel in Distress, “A Foggy Day,” “Things Are Looking Up” and “Nice Work
If You Can Get It.”
In Shall We Dance?, Astaire-Rogers performed a memorable dance routine on
roller skates to the song “Let’s Call The Whole Thing Off.” The following project A
Damsel in Distress was a rather special event in Astaire’s film career because it was his
first movie without his co-star and dancing partner Ginger Rogers since 1933. The actress
Joan Fontaine was cast as his partner, but her inability to dance hurt the film’s reputation,
and consequently affected the box office returns for this film. However, the movie does
contain a surprisingly wonderful dance number featuring George Burns and Gracie Allen.
This song, “Nice Work If You Can Get It” is performed in a rather eccentric fashion in
the movie. It is performed by three “Madrigal Singers” with Astaire in a comedic manner
and does not do justice to the beauty of this novel and unique song. In spite of this, the
335

song was the only one from this film to reach a position on “Your Hit Parade.” It was
ranked in the second position for two of the ten weeks that it was on the chart.
NICE WORK IF YOU CAN GET IT
VERSE
The man who only lives for making money
Lives a life that isn’t necessarily sunny.
Likewise the man who works for fame,
There’s no guarantee that time won’t erase his name.
The fact is, the only work that really brings enjoyment
Is the kind that is for girl and boy meant,
Fall in love you won’t regret it,
That’s the best work of all if you can get it.
REFRAIN
Holding hands at midnight
‘Neath a starry sky,
Nice work if you can get it,
And you can get it if you try.
Strolling with the one girl,
Sighing sigh after sigh…
Nice work if you can get it,
And you can get it if you try.
Just imagine someone
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Waiting at the cottage door,
Where two hearts become one…
Who could ask for anything more?
Loving one who loves you,
And then taking that vow…
Nice work if you can get it,
And if you get it,
Won’t you tell me how?
The lyric of the song manifests Ira’s playful side even when referring in an
oblique manner to the gloomy subject of the economic Depression. He expresses an
uplifting spirit in such “cheery” phrases as “And you can get it if you try” matching his
brother’s exhilarating syncopated rhythms. He also recycled his own lyric from the song
“I Got Rhythm” from Girl Crazy “Who could ask for anything more?” another rather
ironic remark in the middle of the difficult economic situation of the 1930s. The verse for
this song is particularly outstanding. It utilizes “swinging” jazz rhythms which are
recalled in the refrain in the second four measures of the A sections. It also includes one
eighth note triplet which predicts the quarter note triplets in measures 11 and 27 in the
refrain. It uses the signature repeated note technique of Gershwin. And, finally, it
effectively sets up the opening V
7
of VI chord in the opening measure of the refrain. The
form of the refrain is A
1
A
2
BA
3
.

337

Example 5-8.2. George Gershwin, Nice Work If You Can Get It, Measures 1-8

Gershwin constructs the opening A section in a very interesting way. He utilizes
his favorite method of dividing the eight measure phrase into two four measure
subdivisions. Gershwin most often relates the two units with a sequential process,
however, in this song he employs the notion of “contrast” between the two units: the first
four measures contain no syncopations and are built around a descending linear
progression of the sixth with internal upper neighbor tone embellishments; the second
unit is, on the contrary, highly syncopated with “jazzy” dotted rhythms derived from the
verse and it utilizes an ascending line revealing the pentatonic scale.
The descending zug begins on the initial melodic note b
H 1
with an upper
neighboring motion to c
H 2
. The bass note B
H also begins a process which produces a
progression through the circle of 5
th
s corresponding to and supporting the linear
progression in the melody. The melodic note b
H 1
, therefore, makes a stepwise descent
from a
H 1
- g
H 1
- f
#1
in the opening 4 measures, supported by the aforementioned circle of
5
th
s in the bass line. The consequence of this is a linear intervallic pattern of 8-5-8-5-8-5
between bass line and structural melodic line. Gershwin reveals his compositional acuity
in measures 4 and 5. The f
#1
in measure 4 in the melody makes a downward leap to d
H 1

in measure 5 which then initiates the titular phrase with a syncopated rhythm, and this
initiates the second four-measure-unit proper. At this point, however, after having heard
338

the descending linear progression over the first four measures, our ears, rather
automatically, supply an e
H 1
between the f
#1
and d
H 1
and thereby complete a 6-note-zug
from b
H 1
to d
H 1
. The lack of the expected D
H
in the bass of the V
9(13)
in measure 4 and
also the expected e
H 1
in the melody creates the effect of an evaded cadence, the end of
one phrase is, simultaneously, the beginning of the following phrase. This is, of course, a
common device in European and American formal concert music. The d
H 1
in measure 5
then, supported by the first stable G major tonic triad, begins its pentatonic ascent of d
H 1
-
e
H 1
- g
H 1
- a
H 1
- b
H 1
, eventually reestablishing the headtone of the song, b
H 1
. The
pentatonic ascent manifests a text painting, the protagonist expresses self assertion with
the titular phrase “Nice work if you can get it, and you can get it, if you try” paired with
such the swinging jazz rhythm of .
A
2
is essentially a repeat of A
1
but the in measure 11 is a charming
variant and is again a lovely text painting of the lyric - “sighing, sigh after sigh.”
Example 5-8.3. George Gershwin, Nice Work If You Can Get It, Measures 17-24

The bridge begins with a sudden shift in tonal center to e minor, the relative minor
of G major. The bridge, also, is constructed with two four-measure-units. The first four
measures, essentially, are a prolongation of the headtone b
H 1
, decorated with the lower
neighboring “blue third” tone b
♭1
in measure 18. The b
H 1
then, descends stepwise to a
H 1

339

in measure 21 which is prolonged in the following four measures, creating an interruption
at the deep structural level. The second four-measure-unit also begins with a jolting
tonality change to d minor, a modal mixture of the normal D major. The pitches with
dotted rhythms (a
H 1
, b
H 1
, d
H 2
, e
H 2
) in the melodic contour for the borrowed lyric “Who
could ask for anything more?” recall the thematic motif f
H 1
- g
H 1
- b
♭1
- c
H 2
from “I Got
Rhythm” transposed a major 3
rd
higher. Note also the sonic illusion of measure 24 to
measure 18.
Example 5-8.4. George Gershwin, Nice Work If You Can Get It, Measures 25-33

The last A section is identical to the previous two A sections, but with a two-
measure extension at the end, complying with the lyric “if you can get it, won’t you tell
me how?” The final structural melodic descent of occurs in the inner voice in the
accompaniment with a register transfer of a
H - g
H . The lyric “won’t you tell me how?”
deflates somewhat the serious optimism of the text in A
3
. The final melodic gesture in
measures 32-33 proceeds from the apex pitch d
H 2
and outlines the ubiquitous tonic triad
with the added major sixth in G major.

340

“Nice Work If You Can Get It”: A Partial Recording History
1) Fred Astaire (1936)
2) Billie Holiday (1937)
3) Maxine Sullivan (1937)
4) Mel Tormé (1956)
5) Frank Sinatra (1957)
6) Ella Fitzgerald (1959)
7) Jeri Southern (1959)
8) Carmen McRae (1974)
9) Rosemary Clooney (1980)
10) Kitty Margolis (1989)
11) Ann Hampton Callaway (1999)
It is remarkable that this song became so popular given the rather terrible
performance it received in the movie for which it was written. It is testimony to the
quality of the song. Ann Hampton Callaway is singing this literature as well as anyone in
the current situation and her high standards are present in the 1999 version. Kitty
Margolis delivers a real improvisatory take on the song in her live performance from
1989.

341

“Nice Work If You Can Get It”: Form A
1
A
2
BA
3

A
1

A
2

B

A
3

342

Love Is Here To Stay 1938

Example 5-9.1. George Gershwin, Love is Here to Stay, Lead sheet

343

After finishing composing the music for A Damsel in Distress, the Gershwin
brothers began working on their next movie project The Goldwyn Follies, a musical
comedy in Technicolor. However, shortly after the initiation of the production of the
movie, George’s health deteriorated rapidly from a brain tumor and he tragically died at
the age of 38. The unfinished portion of his music for the film was completed by
Gershwin’s inner circle of friends which included Vernon Duke and Oscar Levant, and
the lyric was written, of course, by Ira. Two songs “Love Walked In” (a trunk song) and
the new song “Love Is Here to Stay” debuted in this film.
It is somewhat disconcerting to learn that this very last song by Gershwin was
almost dropped from the movie. And it actually appears in the movie as sung by Kenny
Baker on a radio broadcast while Andrea Mead and Adolphe Menjou are having a
dialogue that partially blocks the song’s impact. In short, it was not a properly executed
scene. And the movie itself is an awful film. Over a decade later, Gene Kelly featured
this song in his 1951 movie An American In Paris. The scene with Kelly singing the song
to Leslie Caron at a leisurely and much more expressive tempo is regarded as one of the
highlights in the history of musical films. Caron and Kelly then dance a beautiful and
haunting “pas de deux” to it along the moonlit banks of the Seine. The song then became
hugely popular and was elevated by this film to a popular standard song in the public
consciousness. The superb movie An American in Paris won the Academy Award for
best picture and six other Oscars in 1952.

344

LOVE IS HERE TO STAY
VERSE
The more I read papers
The less I comprehend
The world and all its capers
And how it all will end.
Nothing seems to be lasting,
But that isn’t our affair,
We’ve got something permanent,
I mean in the way we care.
REFRAIN
It’s very clear
Our love is here to stay,
Not for a year
But ever and a day
The radio and the telephone and the movies that we know
May just be passing fancies,
And in time may go.
But, oh my dear,
Our love is here to stay,
Together we’re
Going a long, long way.
345

In time the Rockies may crumble
Gibraltar may tumble,
They’re only made of clay,
But our love is here to stay.
It was not possible for Ira as he wrote this lyric to know that this would be his last
collaboration with his brother. However, Ira surely was increasingly concerned about his
brother’s deteriorating health condition, which was not properly diagnosed until it was far
too late for any action to be undertaken. Ira portrays everlasting love in breathtakingly
beautiful expressions, “Not for a year, but ever and a day,” “Together we’re going a long,
long way,” and even cleverly utilizing references to geological change “In time the
Rockies may crumble, Gibraltar may tumble, They’re only made of clay, But our love is
here to stay.” In particular, the utilization of such modest words as “may” and in
particular the accents on “and” reveal the scope of Ira’s imagination as a lyricist. His lyric
is warm, direct, clear and without pretense. The rhymes (stay-way-day-clay), (clear-year-
dear), (know-go), and (crumble-tumble) are elegant and the song is an anthem to
love/friendship. It is worthy of his nickname, “The Jeweler,” because of his ability to find
words that sparkled like jewels.
It is not surprising that, as closely as they had worked together, Ira went into a
deep depression after his brother’s passing. He continued writing lyrics for another
twenty years or so with other composers including Jerome Kern and Kurt Weill, but he
never completely recovered from the loss of his brother. Probably George was his true
soul mate as a creative spirit. The form of the refrain of this lovely ballad is A
1
B
1
A
2
B
2
.
346

Example 5-9.2. George Gershwin, Love is Here to Stay, measures 1-7

The utilization of anacrusis is one of the most important features of this song,
especially because of its rather long duration . This creates a rhythmic
displacement in the normal phrase structure of 4+4. The melody begins with the nadir
tone of the song c
H 1
, which initiates an anacrusis of c
H 1
- d
H 1
- a
H 1
leading to the
downbeat on the first measure on f
H 1
. The f
H 1
then, ascends to g
H 1
and these two notes
f
H 1
- g
H 1
are reiterated several times. In the deeper structural background, the f
H 1
is
essentially prolonged for three measures with an upper neighboring motion to g
H 1
. In the
same fashion, another anacrusis c
H 1
- d
H 1
- c
H 2
leads to the downbeat on a
H 1
in measure 5.
Thereafter the a
H 1
is essentially prolonged for another three measures with adjacent
motions. These prolongations of f
H 1
and a
H 1
create the incipient pattern of an ascending
arpeggiation, and portends the completion of the f major triad by eventually reaching to
c
H 2
, a pitch which was previously included in the anacrusis figure of measure 4.
Example 5-9.3. George Gershwin, Love is Here to Stay, measures 8-15

347

The aforementioned expected c
H 2
, the headtone of the song does, indeed, arrive in
measure 9 and it is also the goal tone of the anacrusis of e
H 2
- e
H 2
- d
H 2
in measure 8. The
headtone c
H 2
then, initiates a descending 5- note- linear progression in the following 5
measures, thereby creating a linear intervallic pattern of 8-10-8-10-8-10-8-10 with the
bass line. Each melodic step in the zug contains a local upper neighboring motion, c
H 2
-
d
H 2
- b
♭1
- c
H 2
- a
H 1
- b
♭1
- g
H 1
- a
H 1
- f
H 1
- g
H 1
. The upper neighboring tones are paired
with the lyric in a very clever way: not only is there a beautiful emphasis given to the so-
called “minor” words “and” and “that” but it also begins a new phrase in the lyric with
“May just be passing fancies.” The 5-note-zug is a microcosmic projection of the final
structural descent of . Here, of course, on the descent to the notes g
H 1
- f
H 1
,
the local tonality moves its center from F major to d minor! The melodic line then
changes direction and ascends to d
H 2
which functions at the background as a structural
upper neighboring tone to the headtone of the song. The second A section is identical to
A
1
. Please note that measures 1-7 and 16-23 are constructed from the pentatonic scale on
f (f
H 1
- g
H 1
- a
H 1
- c
H 2
- d
H 2
)!

Example 5-9.4. George Gershwin, Love Is Here To Stay, measures 24-32

B
2
begins in the same fashion as the B
1
, but, of course, eventually it creates the
final melodic structural descent. The matched lyric implies an everlasting quality to the
348

protagonist’s love, “In time the Rockies may crumble, Gibraltar may tumble.” In between
final descent of to , Gershwin created wonderful moments by utilizing material from
the previous sections: 1) the g
H 1
- d
H 2
in measure 28 recalls the identical motion in
measures 14-15; 2) the anacrusis to measure 1, c
H 1
- d
H 1
- a
H 1
, is presented with octave
displacements of the first two pitches in measure 29. The final appearance of the
headtone c
H 2
occurs in measure 30 followed by the rather stunning leap of a minor
seventh to d
H 2
, a retrograde of the previous ascending minor seventh in measures 4 and
20. This foreground melodic activity again is in the pentatonic from measure 29-32. The
structural closure in the melody is the g
H 1
- f
H 1
from measures 28-31 over a structural
harmonic closure of -V
9
-I. This rather complex interaction of elements at a variety of
levels seems like an appropriate way to conclude the very last song that Gershwin wrote.

“Love Is Here To Stay”: A Partial Recording History
1) Mildred Bailey (1938)
2) Dinah Shore (1947)
3) Dick Haymes (1949)
349

4) Gene Kelly (1950)
5) Dinah Washington (1951)
6) Frank Sinatra (1955)
7) Doris Day (1955)
8) Barbara Lea (1955)
9) Joe Williams (1956)
10) Four Freshmen (1956)
11) Mel Tormé (1957)
12) Ella Fitzgerald/ Louis Armstrong (1957)
13) Blossom Dearie (1958)
14) Carmen McRae (1965)
15) Johnny Hartman (1966)
16) Ann Hampton Callaway (1992)
17) Etta James (1995)
18) Mark Murphy (2005)
This is probably the Gershwin song that has received the most recorded performances
over the past three or four decades. They are all impressive, especially Mark Murphy’s
performance has a wonderful “jazzy” arrangement. However, it was Gene Kelly that
made this song truly popular with his elegant performance of the song in the movie An
American in Paris (1951).

350

“Love Is Here To Stay”: Form A
1
B
1
A
2
B
2

A
1

B
1

A
2

B
2

351

Chapter Five Endnotes

1
Isaac Goldberg, George Gershwin: A Study In American Music (New York: Frederick
Ungar, 1958), 60.

2
David Ewen, The Story Of George Gershwin (New York: Holt, Rinehart and Winston,
1943), 98.

3
Olin Downes, “A Concerto of Jazz,” New York Times (13 February 1924).

4
Henrietta Straus, “Jazz and ‘The Rhapsody in Blue,” Nation 118 (5 March 1924), 263.

5
“Gershwin Bros.,” Time (20 July 1925).

6
John Johnson, “Gershwin’s Ameican Folk Opera: The Genesis, Style, and Reputation
of “Porgy and Bess” PhD diss., Harvard University, 1996 “Gershwin’s Blue Monday”
126-127.

7
Robert Lawrence, New York Herald-Tribune, 23 January 1942.

8
Wolcott Gibbs, New Yorker, 31 January 1942.

9
Wilfrid Sheed, The House that George Built (New York: Random House, 2007), 42-44.

10
Alec Wilder, American Popular Song: The Great Innovators 1900-1950 (New York:
Oxford University Press, 1972), 128.

11
Ibid., 130-131.

12
Philip Furia, The Poets of Tin Pan Alley: A History of America’s Great Lyricists (New
York: Oxford University Press, 1990), 130.

13
William Hyland, The Song Is Ended (New York: Oxford University Press, 1995), 158.

14
Wilder, 130.

15
Deena Rosenberg, Fascinating Rhythm: The Collaboration of George and Ira
Gershwin (New York: E. P. Dutton, 1991), 71.

16
Paul Rosenfeld, “George Gershwin at Symphony Hall,” Boston Globe, 17 January,
1927.

352

17
Wilfrid Mellers, Music in a New Found Land: Themes and Developments in
the History of American Music (New York: Alfred A. Knopf, 1966), 388-389.

18
Furia, 136-137.
353

CHAPTER 6
Cole Porter (1891- 1964)
Cole Porter was born in Peru, Indiana in 1891. His maternal grandfather James
Omar Cole (known as J. O. Cole) was not only Peru’s most powerful civic leader but one
of Indiana’s richest citizens. His investments were involved with farming, mining,
lumbering and real estate. Cole’s mother Kate, the only daughter of J. O. Cole, possessed
a strong and determined personality while, his father Samuel Fenwick Porter, who owned
a drugstore in Peru, was quiet, a bit ineffectual and is remembered as loving to read
poetry. Cole Porter’s family lived under the influence and impact of J. O. Cole’s
immense wealth and authority.
Cole Porter’s wealthy family background enabled him to have the best material
environment possible. His mother, somewhat of a frustrated singer herself, discovered
young Cole’s talent in music and had him begin piano lessons when he was 5 years old.
He continued his lessons in piano and violin at the Marion Conservatory in Indiana. At
the age of 10, Cole wrote his first small piano piece, a composition dedicated to his
mother. When he finished another piano work “The Bobolink Waltz” during the next year,
his doting mother had it copyrighted and published at her own expense.
Against his grandfather’s wish, Cole went on to Worcester Academy, a prep
school for prospective Ivy League college students, in Massachusetts. His mother insisted
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that he go to this school so that he would be exposed to a culturally rich environment and,
also, so that he might make friends with students who were part of the powerful hierarchy
of the “old money” eastern establishment. Cole soon found that he was to win favor by
entertaining his friends and teachers by singing and playing the piano and by his senior
year he was an in-demand performer. He later recalled that his newly heightened
awareness of rhyming and rhythm grew out of a class he took with Dr. Abercrombie at
this school.
After finishing at the boarding school, Porter began his college life at Yale
University. His life at the University was a splendid affair, indeed. He had begun as a boy
from a small town in Indiana, but his natural musical and entertainment skills allowed
him to emerge and be accepted by the established student leaders at Yale. He joined most
of the clubs offered at the university: Yale Glee Club, Dramatic Association, the
University Club, and the Elizabethan Club, just to name a few. He also became a member
of a prestigious fraternity, Delta Kappa Epsilon, and later the elite secret society, Scroll
and Key. He entered and won a song competition for the football team with the song
“Bingo Eli Yale” that remains in use to this day. Another football song “A Football
King” led him to be appointed to the head of the Yale Football Song Selection
Committee. He wrote four complete “book” musicals while he was in college: Cora, And
the Villain Still Pursued Her, The Pot of Gold and Kaleidoscope. The Pot of Gold, in
particular, Porter was an impressive effort in which he not only wrote music and lyrics
but directed and participated as the star performer.
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Porter started a program of graduate study at the Harvard Law School in 1913.
However he remained heavily involved with the musical productions at the Yale Club
and soon found himself not happy with his studies in Law school, therefore he transferred
to the Graduate School of Arts and Science the next academic year.
Porter wrote his first show for a Broadway performance, See America First in
1916. It was produced by Elizabeth Marbury, whom he met at the one of the parties
where he had entertained. The show was a flop and closed after only 15 performances.
However, his songs were published and commercially recorded by several reputable
recording companies.
When the United States declared war against Germany in 1917, Porter went to
France as an assistant to a Ms. Duryea who initiated the Duryea Relief Party which
distributed supplies to people in the villages behind the lines of conflict during wartime in
France. It is obvious in retrospect that Porter never deserted his lavishing party-going
lifestyle, even during the war. He occasionally wrote songs, then traveled to London to
sell them and they were frequently interpolated into shows in the London theater district.
At a social event in Paris, Porter met Linda Lee Thomas, a beautiful socialite and
wealthy divorcee originally from Kentucky who was many years senior to Porter (she
never revealed her actual age). Their relationship became intimate and Cole and Linda
became husband and wife in 1919. After the marriage, the Porters stayed mainly in
Europe leading a quite sumptuous life, traveling around the world and hosting
extravagant parties with invitations issued to many prominent figures and celebrities. In
the 1920s, as described by one of his biographers McBrien, Porter’s life was “a time of
356

uncertainty, self-doubt, and confusion about his musical gifts, which he successfully
disguised by assuming the role of a boulevardier.”
1

However, Linda deeply believed in Cole’s musical talents and encouraged him to
study composition (classical music) at the Schola Cantorum in the early 20s. His last
effort at a concert musical composition was the ballet “Within the Quota” which was
composed in 1923. That same year, his grandfather J. O. Cole died and Cole inherited a
substantial amount of money. He used the inheritance to travel and have more parties,
although he still wrote music most everyday and frequently performed for his friends and
guests.
1928 was a landmark year for Porter in regards to his professional career. He
finally made a conscious decision to get more seriously involved with show business and
to become a professional songwriter. A New York agent Shurr helped him to get a job
writing the music for a show called Paris. While working on the score for the Paris, he
was also asked to prepare another project The Revue des Ambassadeurs. It turned out
that both shows were successful in both London and Paris, respectively. He produced one
hit song “Let’s Do It, Let’s Fall in Love” from Paris and his developing maturity in
musical crafts was clearly evident in The Revue des Ambassadeurs. The next year he
wrote music for the London production of Wake Up and Dream which ran for 263
performances and “What is This Thing Called Love” became a major song from that
show.
Starting with The New Yorkers in 1930, the decade of the 30’s witnessed
extensive, impressive works by Porter. The New Yorkers, with a libretto by Herbert Fields
357

and directed by Monty Woolley, an old friend from Yale, received a rave review and the
very sensual song “Love for Sale” became popular not only as a song but also as a
composition for dancers all over the world.
Despite the economic sufferings of the Depression era for most Americans,
Porter’s career seemed to only flower. 1932’s Broadway show Gay Divorce, Fred
Astaire’s first solo appearance without his sister Adele, became a huge success and one
of Porter’s most famous songs “Night and Day” was written for the show. He also wrote
music for a not so successful London production of Nymph Errant.
Anything Goes in 1934 not only produced many hit songs - “Anything Goes,”
“Blow, Gabriel Blow,” “I Get a Kick Out of You,” “You’re the Top” and “All Through
the Night” – but ran over 400 performances and made this his longest running show and
most admired up to that point in his life.
The following two shows on Broadway were not so successful even though both
featured extravagant production numbers: Jubilee (1935) and Red, Hot and Blue (1936).
Jubilee, written while Porter was cruising around the world includes two of Porter’s very
best songs, later to become standards of the performance repertory: “Begin the Beguine”
and “Just One of Those Things”. It is interesting that both of those songs did not reach
their height of popularity until much later. Porter also wrote a good deal of music for
motion pictures: Born to Dance (1936) and Rosalie (1937). Those two movies produced
instant hits “I’ve Got You under My Skin” and “In the Still of the Night” respectively.
With a widening gulf in Cole and Linda’s personal relationship due to Cole’s
outgoing homosexual lifestyle in Hollywood, they spent most of the 1937 apart. It was
358

during the autumn of that year a horrible horse riding accident occurred, which would
cause Porter to have agonizing health issues and numerous operations for the rest of his
life.
In 1938 Porter returned to Broadway with You Never Know, based on the 1929
play By Candlelight, produced by the Shubert brothers. It was a flop. However his next
show Leave It to Me received a rave review, especially with Mary Martin’s number “My
Heart Belongs to Daddy” which was a true show-stopper.
Porter tried not to let his crippled legs interfere with his favorite hobby which was
exploring the world. He went to Columbia with Linda and then Machu Picchu, 8,000 feet
up in the Peruvian Andes, assisted by his friends. When he came back from the trip,
Porter poured his creative energy in earnest into musical projects over the next five years.
He set a personal record by writing five consecutive successful Broadway shows, all of
them with over 400 performances! The shows were Du Barry was a Lady (1939),
Panama Hattie (1940), Let’s Face It (1941), Something for the Boys (1943), and Mexican
Hayride (1944). Not all of them have excellent Porter scores but the great Broadway star
Ethel Merman and Mike Todd’s lavish production values contributed greatly to their
commercial success. He also wrote more music for motion pictures during this period:
You’ll Never Get Rich (1941), Something to Shout About (1942), and Mississippi Belle
(1943).
Much was expected of Porter’s next Broadway show the Seven Lively Arts (1944),
which included a twenty-minute divertissement by Igor Stravinsky and also included
paintings by Salvador Dali. Unfortunately it turned out a resounding failure. From that
359

point on, Porter’s depression grew worse, resulting in him fearing that his days of
creativity were over.
Porter’s “biographical movie” Night and Day was made in Hollywood in 1946
starring Cary Grant and Alexis Smith. The totally fictitious nature of the movie was
ridiculed by critics almost unanimously. Nevertheless, Porter’s hit songs made the movie
quite successful at the box office. His latest Broadway show Around the World (1946)
also turned out to be a flop; much of the blame probably belongs to Olsen Welles the
director, who was famous for his monumental ego.
Finally, 1948 was a great year for Porter. Kiss Me, Kate, his Shakespearean
adaptation of the Taming the Shrew opened with the great success, granting him a Tony
award for the best score. The show also won the Tony for the Best Musical Award for the
year. Not only was this the longest running show in Porter’s career, it is considered by
many to be Porter’s very best score, including many wonderful and wildly original songs:
“So In Love,” “Wunderbar,” “Another Op’nin, Another Show.” It ran for 1077
performances in New York and over 400 performances in London. His next project Out
of this World was not as successful despite the high hopes of audiences after the
sensational Kiss Me, Kate.
In 1952, his mother Kate Porter died while he was working on the show Can-Can.
She left everything to her always adored son. Can-Can turned out to be the Porter’s
second longest running show after Kiss Me, Kate. It produced many hit songs regarding
his beloved Paris, including “I Love Paris” and “C’est Magnifique.” It also made Gwen
360

Verdon a genuine star. His wife Linda, also, finally, succumbed to a long lasting and
devastating illness in 1954.
After both of his most important women companions had passed, he desperately
fought depression and other health problems. Porter pulled himself together enough to
work on a new Broadway show Silk Stockings (1955). The show was successful mainly
because of Porter’s excellent music, especially the instant hit song “All of You.” And,
one of his most atypical songs “True Love” which he wrote for the movie High Society in
1956, received an Oscar nomination. The following year, Porter wrote music for the
television show Aladdin, and that was his last score.
After over thirty surgeries performed on his legs since the horse riding accident in
1937, Porter went through one last surgery, in the April of 1958, in which his right leg
was finally amputated. His depression became more severe after that final operation and
until his death in 1964, Porter maintained a rather lonely existence out of the public eye.

361

What Is This Thing Called Love? 1929

Example 6-1.1. Cole Porter, What Is This Thing Called Love?, Lead sheet

362

Porter began to seriously pursue his profession as a songwriter in 1928 with the
production of two musical shows, Paris and The Revue des Ambassadeurs in Europe.
Both shows were successful. In particular, “Let’s Do It, Let’s Fall in Love” from Paris
became very popular. His next project was a revue for the London stage with the rather
ironic title, Wake Up and Dream in 1929. The production boasted a quite large
international cast, elaborate staging with over 500 costumes. Although the show received
mixed reviews, it ran for 263 performances in London and it was then transferred to
Broadway where it had another 136 performances. The production contains several good
Porter songs including “I’m A Gigolo,” “Looking At You,” and “What Is This Thing
Called Love?” In particular, “What Is This Thing Called Love?” which was sung by a
torch singer Elsie Carlisle while Tillie Losch performed a sensual dance routine to the
rhythm of tom-toms amidst an exotic setting featuring an African idol. It created an
amazing sensuality and became hugely popular. This song is regarded by many observers
to be one of the best songs in Porter’s catalogue. It is featured in the two “biographical”
films of Porter’s life Night And Day and De-Lovely. The song’s exotic flavor became a
Porter trademark.
WHAT IS THIS THING CALLED LOVE?
VERSE
I was a humdrum person,
Leading a life apart,
When love flew in through my window wide
And quickened my humdrum heart.
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Love flew in through my window,
I was so happy then.
But after love had stayed a little while,
Love flew out again.
REFRAIN
What is this thing called love?
This funny thing called love?
Just who can solve its mystery?
Why should it make a fool of me?
I saw you there one wonderful day.
You took my heart and threw it away
That’s why I ask the Lawd in Heaven above,
What is this thing called love?
Porter’s entire oeuvre can be divided into three categories: 1) humorous and
clever “list” songs including “You’re the Top”; 2) complex and sophisticated love songs,
matched usually with somewhat sarcastic lyrics and include “Just One Of Those Things”
and “I’ve Got You under My Skin”; and 3) rather old-fashioned, simple (even “square”
or “corny”) songs including “Don’t Fence Me In” and “True Love.” “What Is This Thing
Called Love?,” of course, belongs to the second category.
The lyric of this song principally portrays a state of torment within a helpless,
smitten lover whose relationship is already terminated. In the verse, the protagonist talks
about his/her failed love story in a rather quiet and reflective tone. The verse is
364

wonderfully and carefully constructed. However, in the refrain emotions, all expressed in
the form of questions, become stronger and reveal many different reactions ranging from
despondence to resentment. The lyric is perfectly matched with the ambiguity of the
shifts of modality in the harmony. A rhyming scheme is employed at the end of each
question (love-love), (mystery-of me), (day-away), and (above-love). The vowel of the
word “Lord” is twisted to become “Lawd,” which can be interpreted as an assonance with
the following rhyming word “called”. The form of the refrain is the typical A
1
A
2
BA
3
.
Example 6-1.2. Cole Porter, What Is This Thing Called Love?, measures 1-8

The beginning of this beloved ballad is quite interesting; the initiating note of the
melody b
♭1
, a lowered leading tone in C major which became a blue 7
th
note, entirely
robs the tonality of the song C major. The b
♭1
, then makes a downward neighboring
motion to g
H 1
and eventually stepwise progress down to a
♭1
. This melodic contour, b
♭1
-
g
H 1
- b
♭1
- a
♭1
becomes the single most important melodic motive x for the entire song.
The motive x is supported by a harmonic progression of V
7
- i
(add6)
of IV, creating a f
minor functions as a tonal center in the first four measures. The following four measures
also utilizes motive x, this time with a modification (indicated as x’), in the melody a
♭1
-
g
H 1
- d
#1
- e
H 1
. It is supported by the identical harmonic pattern from measures 1-4 of V
7
-
I , now, in C major, finally establishes the tonality of the song.
365

It is noteworthy that the only leaps utilized in the melody of A section is interval
3
rd
: 1) b
♭1
- g
H 1
in measure 1; and 2) g
H 1
- d
#1
in measure 6. The g
H 1
establishes the
headtone of the song and the d
#1
in measure 6 is the lower neighboring tone to the
following e
H 1
in measure 7 on the surface level, however, later, as a interval of g
H 1
- d
#1

(= g
H 1
- e
♭1
) plays a significant function in the bridge section.
Example 6-1.3. Cole Porter, What Is This Thing Called Love?, measures 9-16

The second A section is, essentially, the same as the A
1
, except a
H 1
in measure 9
to comply with the lyric (mystery) and the melody ends on c
H 1
, the nadir tone of the song
and the tonic note in C major. The aforementioned leap of interval 3
rd
sounds more
prominent in this section with g
H 1
- e
♭1
- c
H 1
in the melody in measures 14-16.
Example 6-1.4. Cole Porter, What Is This Thing Called Love?, measures 17-24

The bridge is abruptly modulated to B
♭
major with the big leap from c
H 1
to e
♭2
in the melody. The tonal center is ♭VII in C major with a modal interchange. The
aforementioned interval g
H 1
- e
♭1
from section A is, now, inverted to e
♭2
- g
H 1
and
appeared in the melody as structural 6-note-zug, filled in stepwise utilizing motive x. The
366

descent in the zug c
H 2
- b
♭1
- a
♭1
- g
H 1
, perfectly matched with the lyric “You took my
heart, and threw it away,” reestablishing the headtone in measure 23.
The final A section begins in the identical fashion to A
1
, except the last titular
phrase “What is this thing called love?” echoes the interval of g
H 1
- e
♭2
, creating the final
ambiguity in the tonality of the song C major. Only 8 measures (last two measures of
each section) out of 32 measures are clearly in C major. As indicated in the tempo of
Slow (in the manner of a “Blues”), Porter succeeded in describing the protagonist’s
confused and lost mind with utilizations of blues-derived notes with the modally mixed
harmonies resulting in tonal ambiguity.

367

“What Is This Thing Called Love?”: A Partial Recording History
1) Lewis Conrad (1930)
2) Lena Horne (1941)
3) Mel Tormé (1946)
4) Ella Fitzgerald (1956)
5) Anita O’Day (1959)
6) Sarah Vaughan (1963)
7) Keeley Smith (1967)
8) Bobby Short (1999)
There are several vocal recordings that are excellent. Sarah Vaughan is able to
bring out the inherent influences from the jazz tradition in a particularly impressive
manner. The “blue” notes sound quite blue.

368

“What Is This Thing Called Love?”: Form A
1
A
2
BA
3

A
1

A
2

B

A
3

369

Night And Day 1932

Example 6-2.1. Cole Porter, Night And Day, Lead sheet

370

Copyright © 1932 by Harms, Inc.
371

This song is probably the melody and lyric that the general public most readily
identifies with the name of Cole Porter. In fact, the first of the “biographical” films of
Porter was entitled Night And Day (1946). When the economic Depression in the U. S.
was at its height in 1932, Porter was asked to write music for a show named Gay Divorce.
It was to be Fred Astaire’s first musical without his sister Adele and the actress Claire
Luce was cast as his partner.
2
Because of a quite brittle plot, the show received only
mixed reviews. However, the enormous popularity of this song saved the entire
production and the show ran for 248 performances. It frequently was referred to as the
Night and Day Show. However the show also contained other beautiful Porter songs
including “After You, Who?,” “I’ve Got You On My Mind,” and “You’re In Love.” Two
years later RKO released a movie version of the show with the title changed to Gay
Divorcée.
3
It was this film in which Fred Astaire formed his successful collaboration with
Ginger Rogers as his new dancing partner. Astaire had tutored Rogers at Gershwin’s
request during the rehearsals of Girl Crazy in New York in 1930 and they were paired in
the film Flying Down to Rio although they weren’t the stars. Gay Divorcée made them
major stars in Hollywood. Although, the movie only retained this single song from the
original stage production it was hugely successful at the box office. The performance of
“Night and Day” had a great and lasting impact on movie musicals. It advanced the
action in the film and expressed important aspects of character. Astaire and Rogers
seduced the movie audiences with the sensual magic of their dancing and firmly
established their screen personas.
372

There are many stories concerning the origin of this song. Porter on several
occasions claimed that this song was conceived after he heard a chant while he was
traveling in the Middle Eastern countries. However, several of his biographies also
contain a story that while Porter was having lunch at a friend’s place, the hostess
complained about a broken drain pipe creating the noise of “drip, drip, drip.”
4

Consequently, he contrived the idea for the song. The reason that the melody of the song
contains so many repetitions of the note g
H 1
(35 times in a row in the verse) resulted
because Porter thought that this particular pitch was a strong note for Fred Astaire’s voice.
This is a little more than ironic, however, since Astaire always sang this song in E
♭
. The
famous g
H 1
was actually a b
♭1
!
5

Night And Day
VERSE
Like the beat, beat, beat, of the tom-tom,
When the jungle shadows fall,
Like the tick, tick, tock of the stately clock,
As it stands against the wall,
Like the drip, drip, drip, of the raindrops,
When the summer show’r is through,
So a voice within me keeps repeating,
You, you, you.

373

REFRAIN
Night and day you are the one,
Only you beneath the moon and under the sun.
Whether near to me or far,
It’s no matter, darling, where you are
I think of you, night and day.
Day and night why is it so,
That this longing for you follows wherever I go?
In the roaring traffic’s boom
In the silence of my lonely room,
I think you, night and day.
Night and day under the hide of me
There’s an Oh, such a hungry yearning, burning inside of me.
And its torment won’t be through
‘Til you let me spend my life making love to you,
Day and night, night and day.
The majority of songs during this period treat the verse as less significant than the
refrain and performers often omit the verse in non-stage performances. However, in this
particular song the verse is quite inseparable and intimate with the refrain section in two
aspects: 1) lyrically, it is necessary to explain the background setting for the refrain; and
even more importantly 2) it forecasts musical features which are significant in the refrain.
374

The sonic effect of the “beat, beat, beat,” “tick, tick, tick,” and “drip, drip, drip” in the
verse is paired with a monotonous repetition of the notes g
H 1
, and a
♭1
creating an
obvious example of text painting. It has been reported that Irving Berlin loved this song
so much that he thought that it was Porter’s “high spot.”
6
This time period in America
was perfect for the urbane intelligence of Cole Porter. In order to produce great popular
art the situation requires a gifted creator, a receptive audience and a high state of
civilization. Cole Porter’s New York in the 1930’s had all three. In this context Porter
was able to change the course of American popular song. Lyrics like, “night and day
under the hide of me, There’s an, Oh, such a hungry yearning, burning inside of me,”
express a carnality rarely found in the “serious poetry” of this period, let alone the lyrics
of popular songs. The form of the refrain is the rather odd A
1
B
1
A
2
B
2
CB
3
.
Example 6-2.2. Cole Porter, Night And Day, Measures 1-8

The processes by which the verse and the refrain of the song are connected is
quite remarkable.

375

Example 6-2.3. Cole Porter, Night And Day, connection between the verse and the
refrain

A chromatic stepwise descending progression (from e
H - G
H ) in the bass line which was
initiated in measure 13 in the verse section is extended into the refrain section and ends
on the downbeat of measure 2. This creates a structural overlap between the two sections.
It is reinforced in the brilliantly crafted matching melodic line: 1) the rhythmic pace
slows down at the end of the verse from (measures 13-14) to
(measures 15-16), and then accelerates at the beginning of the refrain with the
anacrusis . However, the anacrusis in the melody is then tied over to the downbeat
of the first measure of the refrain which lasts for six beats, corresponding to the final two
notes of the descent in the bass line A
♭
- G
H ; and 2) the entire descending bass line is
therefore paired with one pitch in the melody, g
H 1
, which creates a haunting image with
the repeated note and the constituent changes in rhythm. Furthermore, when the refrain
proper finally establishes a significant downbeat in its first measure the g
H 1
in the melody
is paired with an unusual harmony which is normally performed today as a iio in c
minor, which is the modally mixed supertonic harmony of the song in C major!
In the midst of this complexity Porter creates a melody that proceeds in a rather
straightforward fashion. The notoriously repeated g
H 1
, introduces the headtone of the
376

song, and then structurally descends stepwise to f
H 1
-e
H 1
in the following two measures
paired with the harmonic progression of V
7
– I, this time, in the tonic major. However,
Porter utilizes triplets in measures 2 and 6 with the chromatic neighboring tone d
#1
, to add
some ambiguity and excitement. The d
#1
(enharmonic e
♭1
) predicts a chromatic descent
in the melody of the following B section and it also portends a local modulation to E
♭

major in the C section. Measures 5-8 are a varied repetition of measures 1-4.
Example 6-2.4. Cole Porter, Night And Day, Measures 8-16

The stepwise descending line in the melody from the A section (g
H 1
- f
H 1
- e
H 1
)
continues in the B section. This time the descent creates a 6-note-linear progression with
interpolated chromatic passing tones, e
H 1
- (e
♭1
)-d
H 1
- ( c
#1
) - c
H 1
- b
H
- a
H
- (g
#
) - g
H .
The final g
H is the nadir tone of the song. It is noteworthy that the 6-note-linear
progression in the melody of the B section was anticipated in the bass line of the previous
verse section (please refer to the Example 6-2.3). Overall, the melody in the first 13
measures of this song is an octave descent from the g
H 1
in measure 1 to the g
H in
measure 13. The corresponding bass line, also, descends chromatically from an f
#o7
chord
in measure 9 to a V
7
in C major paired with the final note in the melodic descent g
H in
measure 13. Note that the harmonies of measures 9-12 are the result of parallel motions
and function primarily as color. The melody, then, leaps an octave to a g
H 1
in measure 14,
which reestablishes the headtone of the song in its proper register. The uniqueness and
377

beauty of this song is such that the composer Tommy Wolf wrote a song in the 1960s
which uses essentially the same harmonies and bass lines with a new melodic contour.
This song, “Spring Can Really Hang You Up The Most,” also became an important and
late addition to the American songbook. The following A
2
B
2
sections are varied
repetition of A
1
B
1
.
Example 6-2.5. Cole Porter, Night And Day, Measures 32-40

The lyric of the preceding A
1
B
1
A
2
B
2
portrays the protagonist’s rather pensive and
reflective emotions about his/her lover and features the descending melodic line
mentioned above. The C section, with a local tonicization of E
♭
major, openly declares
the sensual side of desire with such phrases as “under the hide of me,” “hungry
yearning,” and “ burning inside.”
The C section begins with the titular phrase “night and day”, but, the g
H 1
leaps up
to a b
♭1
, and then is followed by a downward leap to g
H 1
which proceeds to f
H 1
- e
♭1
.
The g
H 1
- b
♭1
leap can, perhaps, be interpreted as an “opening up” of the protagonist’s
heart and expresses his/her real desires. The following descent of g
H 1
- f
H 1
- e
♭1
presents
a modally mixed version of the similar descent in the A section (g
H 1
- f
H 1
- e
H 1
). The apex
note c
H 2
appears as an upper neighbor tone in measure 37 to text paint the words
“hungry” and “yearning.” Essentially, the C section is a prolongation at the melodic
background of the headtone of the song g
H 1
.
378

The last B section, once again, brings back the 6-note-linear progression, however
this time the melodic contour changes direction on the note c
H 1
and makes an upward
leap of the major 7
th
to b
H 1
which then descends stepwise to the headtone g
H 1
. Porter
concludes the song by another leap from g
H 1
to the apex tone c
H 2
, matched with the
titular phrase “night and day.” Perhaps ending on the apex pitch implies a more positive
future for the protagonist’s relationship?

379

“Night And Day”: A Partial Recording History
1) Fred Astaire (1932)
2) Billie Holiday (1939)
3) Maxine Sullivan (1939)
4) Frank Sinatra (1942)
5) Fred Astaire (1952)
6) Doris Day (1955)
7) Mabel Mercer (1955)
8) Frank Sinatra (1956)
9) Ella Fitzgerald (1956)
10) Anita O’Day (1959)
11) Frank Sinatra (1964)
12) Keeley Smith (1974)
13) Susannah McCorkle (1995)
14) Karin Allyson (1995)
16) Etta James (1995)
This song is closely identified with Fred Astaire and he performs it very well. Later it
seemed to belong to Frank Sinatra who recorded it three times. It is quite instructive to
audition all three of these to understand Sinatra’s evolution as an artist. My current
favorite is by Karin Allyson because it puts the song in the “Latin” environment in which
Porter’s songs seem to thrive so well.

380

“Night And Day”: Form A
1
B
1
A
2
B
2
CB
3
A
1

B
1

A
2

B
2

381

C

B
3

382

Just One Of Those Things 1935

Example 6-3.1. Cole Porter, Just One of Those Things, Lead sheet

383

Copyright © 1935 by Harms, Inc.

Porter had premiered a very successful show, Anything Goes, in 1934. It ran for
420 performances on Broadway (also for over 260 performances in London) and became
Porter’s longest running show up to this point in his career. Several of the songs from that
production became hugely popular including the title song “Anything Goes,” a rhythm
song “Blow, Gabriel, Blow,” a beautiful ballad and one of his most famous sophisticated
songs “I Get a Kick Out of You” and perhaps the greatest of his “list” songs “You’re the
Top.”
Porter then began work on a new project with the famous playwright Moss Hart
while they took a cruise around the world with their friends over a 5 month period in
1935.
7
The new show which opened later that same year was called Jubilee, a lavishly
384

produced musical with a rather pedestrian story but with some good songs by Porter. The
show folded after only 169 performances due primarily to the fact that the female star
Mary Boland was required to return to Hollywood after four months of performances.
Her successor, Laura Hope Crews, could not keep the production going for even one
month. The two songs from this show which were to become part of the standard
songbook, “Begin the Beguine” and “Just One of Those Things,” found their path to fame
in interesting ways. The present song was interpolated into the film Panama Hattie in
1942. It was sung by Lena Horne and was the musical highlight of that movie. It is also
included in the “biographical film” Night And Day (1946), in the film Young At Heart
(1955) and it is interpolated into the score of the film, Can-Can (1960). In the last two
films it is performed by Frank Sinatra during his peak performance years.
JUST ONE OF THOSE THINGS
Verse
As Dorothy Parker once said to her boyfriend,
“Fare thee well”,
As Columbus announced when he knew he was bounced,
“It was swell, Isabelle, swell”,
As Abelard said to Eloise,
“Don’t forget to drop a line to me, please”,
As Juliet cried in her Romeo’s ear,
“Romeo, why not face the fact, my dear?”

385

REFRAIN
It was just one of those things,
Just one of those crazy flings.
One of those bells that now and then rings,
Just one of those things.
It was just one of those nights,
Just one of those fabulous flights,
A trip to the moon on gossamer wings,
Just one of those things.
If we’d thought a bit of the end of it
When we started painting the town,
We’d have been aware
That our love affair was too hot not to cool down.
So goodbye, dear, and Amen,
Here’s hoping we meet now and then,
It was great fun,
But it as just one of those things.
The lyric of this song can be considered, at some level, as essentially a self-
confession concerning Porter’s notoriously numerous gay love affairs. The quite sarcastic
and self-deprecating attitude toward eternal love expressed by the protagonist dominates
the tone of the refrain section. The title itself utilizes a slang idiom. The refrain follows a
32- measure verse which is quite witty and in which the music is clearly at the service of
386

the lyric. The trivializing notions in the lyric of the refrain – “just one of those crazy
flings,” “One of those bells that now and then rings,” “It was just one of those nights” are
countered by the vivid images that Porter creates. The result is a great deal of cognitive
tension. The use of the three-syllable word “gossamer wings” to complement “fabulous
flights” was suggested by one of Porter’s personal friends.
8
A glimpse of Porter’s “list”
song technique is in the verse section which cites “Dorothy Parker,” “Columbus,”
“Romeo” and “Juliet.” The lyric, “Here’s hoping we meet now and then” is particularly
poignant. It suggests that the singer actually would like to express genuine sorrow but is
not capable of escaping his/her “mask.”
9
The form of the refrain is the typical A
1
A
2
BA
3
,
however each section consists of 16 measures which makes the length of the entire song
64 measures.
Example 6-3.2. Cole Porter, Just One Of Those Things, measures 1-16

The melody begins with the anacrusis b
♭
- a
H (“it was”) which then, changes
direction and leaps an octave up to an a
H 1
(“just”), on the downbeat of the first measure
supported by the tonic triad in d minor. The text is perfectly matched stressing the word
387

“just” on the downbeat and the large leap of the octave emphasizes the protagonist’s
dismissive attitude towards the ended love affair. This a
H 1
, which is the headtone of the
song, then initiates a long descending 6-note-linear progression (major 6
th
interval)
reaching c
H 1
in measure 15. The bass line, also, begins a long chromatic descent from D
H
- C
#
- C
H - B
H 1
- B
♭1
- A
H 1
- A
♭1
- G
H 1
- F
H , again spanning the major 6
th
interval,
corresponding to but not precisely in sync with the 6-note-zug in the melody. Porter has
already predicted the “significance” of the interval of the 6
th
in the song at the end of the
verse section:
Example 6-3.3. Cole Porter, Just One of Those Things, measures 29-32 in verse

It is quite interesting how Porter manipulates the tonality to text paint the lyric:
the harmony begins in d minor with the titular phrase “It was just one of those things,”
then it tonicizes F major (with some modal mixture) paired through the rest of the
melodic text in the A section reaching a half cadence in F in measure 16. A simple
concept of modality and tonality utilizing minor=dark vs. major=happy might be applied
to this situation: 1) the song begins with the titular phrase in d minor which represents a
difficulty in the initial admission that the recently ended affair is “just” not that important,
2) however, once it is admitted it becomes much easier to talk about, and the more
trivializing and flippant attitude of the protagonist confirms that it was “really” “just” a
“crazy fling” and this is also reflected in the shift to F major. The rhyming scheme
388

emphasizes ings and the word, “just”; “It was just one of those things,” “Just one of
those crazy flings,” “One of those bells that now and then rings” and “Just one of those
things.”
The beginning of the melody b
♭
- a
H
- a
H 1
, suggests that the melody might
possess some characteristics of a compound contour and this does indeed become more
evident in the following measures. However, Alec Wilder points out that singers rarely
begin the song in the lower register.
10
In fact, most singers perform the b
♭1
and
a
H 1 anacrusis notes an octave higher. This is indicated as an optional choice for
performers in the score. If the first two notes are placed in the lower octave, the range of
the vocal line becomes an octave plus a sixth - a forbidding task for most popular music
singers.
Example 6-3.4. Cole Porter, Just One of Those Things, measures 1

The basic melodic contour of the entire A section is descending by either stepwise
(chromatic/diatonic) motion or interval of the 3
rd
leaps. However, in measure 10 the
melody makes a rather large leap of the perfect 5
th
from f
H 1
to c
H 2
reminding the listener
of the compound melody character implied by the anacrusis to measure 1 (The c
H 2
in
measure 10 will continue to rise in the next sections, eventually reaching the apex note
f
H 2
in measure 53).
389

The second A section is almost identical to the A
1
, however, the aforementioned
leap of the perfect 5
th
in measure 10 becomes a leap of the major 6
th
(again!) from f
H 1
to
d
H 2
in measure 26. Note also the half-note triplets which are very often ignored in
contemporary performances, but which supply interesting syncopations.
One final comment on the 6-note-linear progression in the structural melodic line
in the A section: it sounds as if the zug continues to descend through the following
anacrusis notes b
♭
- a
H which then bring back A
2
. This creates the effect of a
rhythmically elided cadence which is frequently utilized in classical European music of
the 18
th
and 19
th
centuries.
Example 6-3.5. Cole Porter, Just One of Those Things, measures 9-16

Example 6-3.6. Cole Porter, Just One of Those Things, measures 32-49

The bridge of the song begins in the same fashion as the preceding A sections, an
anacrusis followed by a rather large leap, c
H 1
- b
♭
- g
H 1
, now in E
♭
major. The g
H 1
is a
structural lower neighboring tone to the a
H 1
, which is the head tone of the song. The leap
390

from g
H 1
to c
H 2
in measures 34-35, reminds the listener of a similar leap from the A
1

section, f
H 1
- c
H 2
in measures 9-10. Then, the melodic line changes direction and makes a
downward leap of a minor seventh, b
♭1 to c
H 1
which then ascends stepwise to another
g
H 1
in measure 39. This sustains a connection to the pitch g
H 1
from measure 33. Then the
melody moves to a
H 1
in measure 41, re-establishing the headtone of the song, which then
makes a leap to e
H 2
in measure 43. This e
H 2
then initiates a descending 5-note-linear
progression down to a
H 1
, reflecting the more direct rising 5
th
from c
H 1
- g
H 1
in measures
37-39. The last two notes in the 5-zug-from e
H 2
are the b
♭1
- a
H 1
anacrusis pitches which
initiate a return to the final A section. It should be pointed out that the aforementioned
c
H 2
in measure 10 and d
H 2
in measure 26 from the previous sections, now move down to
the c
H 2
in measure 35 and then up to the e
H 2
in measure 43, revealing a compound
melody at the background level.
Structurally, the first half of the bridge prolongs the g
H 1
, the lower neighboring
tone to the headtone of the song and the latter half prolongs a
H 1
, re-establishing the
headtone of the song for the final A section.
391

Example 6-3.7. Cole Porter, Just One of Those Things, measures 49-64

The way that Porter begins the final A section deserves a few comments. As
pointed out in the above Example 6-3.4, the last two notes in the 5-note-zug in measure
48 of the bridge, b
♭1
- a
H 1
, function as an anacrusis to the A section in rhythmic elision.
The two notes b
♭1
- a
H 1
are now in the higher octave register. The melody begins on the
headtone followed by a chromatic neighboring tone g
#1
. Then the a
H 1
leaps a major 6
th

(yet again!) up to an f
H 2
, the apex note of the song. This f
H 2
also is the final goal tone of
the ascending compound melody: from the c
H 2
(measure 10) to d
H 2
(measure 26) to c
H 2

(measure 35) to e
H 2
(measure 43), and finally to f
H 2
(measure 53).
The remainder of the song features a final structural melodic descent of
(a
H 1
- g
H 1
in measure 56 - f
H 1
in measure 61). However, the compound melody
also participates simultaneously in a concluding descent in the upper register: from the
aforementioned apex note f
H 2
(measure 53) - e
H 2
(measure 57) - d
H 2
(measure 57) - c
H 2

(measure 59) - b
♭1
(measure 59) - (g
H 1
) - a
H 1
(measure 60).
392

This is one of the several Porter songs that begin in a tonal center that is not the
actual tonic (d minor in this instance within the eventual tonic area of F major). It also
features an interaction of rather complex prolongational processes at a multiplicity of
structural levels. By now it should be obvious that Porter’s songs are very sophisticated
in both the lyrical and musical dimensions. His works are clearly the result of a truly keen
and quite unique intelligence.

393

“Just One Of Those Things”: A Partial Recording History
1) Jo Stafford (1950)
2) Frank Sinatra (1954)
3) Mabel Mercer (1955)
4) Mel Tormé (1956)
5) Louis Armstrong (1957)
6) Lena Horne (1957)
7) Blossom Dearie (1957)
8) Sarah Vaughan (1957)
9) Anita O’Day (1959)
10) Bobby Short (1967)
11) Rosemary Clooney (1982)
12) Susannah McCorkle (1995)
13) Cecile Norby (1996)
Without question the two best performances of this song are by Lena Horne and
Frank Sinatra. They are equally wonderful. Horne’s version is worth the price of
admission just to hear her pronounce “aware” and “love affair!” But ultimately this song
belongs to Sinatra. He redefined himself with the record “Swing Easy” in 1954 with
stunning arrangements by Nelson Riddle, and this song was the first cut on that record. A
whole new era of popular music and jazz singing started from this point and the entire
notion of an accepted American canon of “standard songs” was ushered in.

394

“Just One Of Those Things”: Form A
1
A
2
BA
3

A
1

A
2

395

B

A
3

396

Begin The Beguine 1935

Example 6-4.1. Cole Porter, Begin the Beguine, Lead Sheet

397

398

Copyright © 1935 by Harms, Inc.
399

Porter wrote music for the show Jubilee in 1935. The show contained two songs,
“Just One of Those Things” (please refer to the previous entry in this paper) and “Begin
the Beguine,” which eventually became popular. There are some interesting episodes
concerning the conception of this song and also the route by which it became famous.
Porter recollected that he went to see a group called the Black Martiniquois who were
performing one of their native dances “The Beguine” in Paris around 1925.
11
He was
quite impressed by the rhythmic aspects of the dance which he recognized as being
similar to the rumba, but performed at a faster tempo. He recorded a comment on it in his
notebook (Porter had a habit of obsessive and thorough record keeping about everything
he observed). At that time he also noted that “Begin the Beguine” might make an
effective title for a future song. Approximately ten years later, as he was working on the
show Jubilee during a trip around the world, he saw a dance being performed on a small
island near New Guinea. As a consequence of these two experiences he developed the
song “Begin the Beguine.” The song is special in that it is the longest song Porter ever
wrote at 108 measures. The song did not gain popularity overnight. It took about three
years and was the result of a recording (without a vocal) by Artie Shaw and his Orchestra
with a fine arrangement by Jerry Gray in 1938. Shaw featured himself as a soloist and
the recording was one of the biggest hits of the swing era.
This song was later interpolated into the movie Broadway Melody of 1940 in
which Fred Astaire and Eleanor Powell starred. Astaire and Powell were the two greatest
tap dancers in Hollywood musicals. Their nine minute (and four part) production number
is regarded as one of the most memorable dance routines in the history of movie
400

musicals: 1) it begins with a gently swinging beat in a tropical setting and is sung by Lois
Hudnett; 2) Powell appears and shortly thereafter Astaire and they execute a stunning
dance routine with a touch of flamenco; 3) a pseudo-Andrews sisters vocal quartet, the
Mood Maids do one chorus in a forties vocal jazz style; 4) Astaire and Powell appear for
the second time, now dressed in white, and execute an amazing, show-stopping (and the
fastest) tap routine in movie history.
12
The movie also contains two brand new Porter
songs which became popular, “I’ve Got My Eyes on You” and “I Concentrate on You.”
Another extravagant but largely uninspired production number of “Begin the Beguine”
occurs in the 1946 film, Night and Day.
BEGIN THE BEGUINE
When they begin the Beguine
It brings back the sound of music so tender
It brings back a night of tropical splendor,
It brings back a memory evergreen.
I’m with you once more under the stars
And down by the shore an orchestra’s playing,
And even the palms seem to be swaying
When they begin the Beguine.
To live it again is past all endeavour,
Except when that tune clutches my heart,
And there we are, swearing to love forever,
And promising never never to part.
401

What moments divine, what rapture serene,
Till clouds came along to disperse the joys we had tasted,
And now when I hear people curse the chance that was wasted,
I know but too well what they mean,
So don’t let them begin the Beguine,
Let the love that was once afire remain an ember,
Let it sleep like the dead desire I only remember
When they begin the Beguine.
Oh yes, let them begin the Beguine,
Make them play
Till the stars that were there before return above you,
Till you whisper to me once more, “Darling, I love you!”
And we suddenly know what heaven we’re in,
When they begin the Beguine,
When they begin the Beguine.
The lyric of the song contains references to many of the typical characteristics of
Porter’s sophisticated, exotic, and pleasure-seeking lifestyle. This long lyric is divided
into three parts: 1) the protagonist’s all wonderful, sans any troubles stage, “a night of
tropical splendor,” “down by the shore an orchestra’s playing,” “even the palms seem to
be swaying,” “there we are, swearing to love forever”; 2) then “clouds came along to
disperse the joys we had tasted” and this leads to the rather serious contemplation, “And
now when I hear people curse the chance that was wasted, I know but too well what they
402

mean”; 3) however, the protagonist restores the insouciant relaxed emotions, “Oh yes, let
them begin the Beguine,” “Make them play,” “Till the stars that were there before return
above you,” “Till you whisper to me once more, “Darling, I love you!,” and “we
suddenly know what heaven we’re in.” In this lyric Porter makes particularly effective
use of poetic inversion - “moments divine,” “rapture serene.”
The form of the song is A
1
A
2
B
1
A
3
C
1
C
2
Coda; the number of measures for each
section is 16, 16, 16, 16, 16, 20, and 8, comprising a total of 108 measures.
Example 6-4.2. Cole Porter, Begin the Beguine, measures 1-16

The rhythmic figure (motive x) governs the entire melody of “Begin
the Beguine”. In fact, this particular rhythm is employed at the beginning of every 4
measure-unit (measures 1
st
, 5
th
, 9
th
, et. al) of this seemingly-never-ending song except for
measures 41 and 45 (the B
1
section). Probably, the incessant utilization of motive x is
what creates the strong, perpetual character of this song. Porter uses a modified version of
motive x with a different rhythm for the last half note value and he, also, utilizes inverted
versions of the entire motive.
403

The melody begins on the nadir note of the song c
H 1
and ascends d
H 1
- e
H 1
- g
H 1

utilizing, of course, the motive x rhythm. The rhythm creates an effective gliding and
smooth opening ascent in the melody to g
H 1
, which introduces the headtone of the song.
The melody in the first four measures of the song, essentially, is c
H 1
- d
H 1
- e
H 1
- g
H 1

followed by a leap down to e
H 1
. Not only does it introduce motive x and the headtone g
H 1
,
it also emphasizes the minor 3
rd
interval (between e
H 1
- g
H 1
) which will be featured
throughout the entire 108 measures. The following four measures (5-8) employs a similar
melodic contour, but this time it introduces a
H 1
and f
H 1
, the upper and lower neighboring
tones of the headtone, respectively (indicated with a flag in the graph). In measure 6, an
inverted version of motive x is introduced, . Now the nadir note c
H 1
which
initiated the first two four-measure-units is replaced by d
H 1
, which instigates a sequence
of the melodic contour of the four-measure unit in measures 9-12. The melody in the last
four measures of A
1
is comprised of all stepwise motion, and this re-establishes the
headtone of the song g
H 1
in measure 13. The headtone then descends to f
H 1
- e
H 1
creating
a local linear progression of . The harmonic progressions in the entire A
1
section
are quite simple, I - V
7
– IV - ii
7
- V
7
– I, creating no discernible conflict with the
emphasis on “the basic rhythmic figures” of the song.
The following A
2
is a modified version of A
1
with the addition of a b
H 1
in
measure 21 and an e
H 2
in measure 25 to avoid a tedious repetition of the opening 16
measures. However, the local zug from the previous section, now extends down
to , and once again it outlines e
H 1
- c
H 1
(minor 3
rd
) in measures 29-30.
404

Example 6-4.3. Cole Porter, Begin the Beguine, measures 33-48

The B section is the most interesting part of the song: 1) this section occurs only
once, compared to the other sections; 2) it begins in the modally mixed tonic of c
H minor.
Cole Porter seems to never miss an opportunity to utilize the minor mode in a major
mode song (one might say that he is the “Schubert” of American popular song); 3)
lyrically, the protagonist becomes more somber in this section compared to the previous
two A sections; 4) as pointed out earlier, this section contains two phrase initiating
measures (41, 45) which do not begin with motive x. The above example reveals the
reason for this: the melodic line initiates the process of a descending 6-note-linear
progression in measure 41 which lasts for the following 7 measures, and measure 45 is in
the middle of that process. If motive x, which is the main motivating factor of the entire
song, were to appear in these measures, the effect of the descending zug process would
be compromised. It also is pertinent that the interval revealed by the 6-note-linear
progression (e
♭2
- g
H 1
) is an inverted and chromatically inflected version of the
aforementioned interval of the 3
rd
which was emphasized in the A section (e
H 1
- g
H 1
) ;
and 5) the bass line descends from C - B
♭
- A
♭
- G
H - (F
H ) - G
H , complying with the
405

descending melodic line. Harmonically, the B section begins in c
H minor moves to A
♭

major before returning to C
H major with the elided cadence at measure 49.
The following A
3
utilizes many chromatic notes and, also, utilizes consecutive
triplet rhythms and its variant versions ( , ) which perfectly
match the lyric “And now when I hear people curse the chance that was wasted, I know
but too well what they mean.”
Example 6-4.4. Cole Porter, Begin the Beguine, measures 64-80

The C sections share, primarily, similar harmonic progressions (C
1
identical, C
2

with a slight modification) to the A sections, of course, with different melodic lines. As
was indicated on the lyric interpretation page, the protagonist reinstates his bon-vivant
attitude about life and belts out the positive aspects of love in this section, in particular,
within the C
2
section. The four note motive c
H 1
- d
H 1
- e
H 1
- g
H 1
which initiated the A
section governs the fist 8 measures of the C
1
section (measures 65-72), now, with a
register transfer and inversion, c
H 2
- d
H 2
- e
H 2
- g
H 1
, but maintaining the same register for
the headtone. The melody of the 16 measures of the C
1
section, essentially, outlines the C
406

major triad, an e
H 2
in measure 65 - c
H 2
in measure 73 - g
H 1
in measure 77. The d
H 1
- e
H 1
- f
H 1
- g
H 1
in measure 77 can be viewed as a modified version of c
H 1
- d
H 1
- e
H 1
- g
H 1
.
The following C
2
begins in the same fashion as the C
1
, but this section prepares
for the final melodic/harmonic closure of this lengthy song. Porter does it by reiterating
the aforementioned d
H 1
- e
H 1
- f
H 1
- g
H 1
motive, then finally the headtone g
H 1
makes its
expected final descent to f
H 1
- e
H 1
- c
H 1
. Notice that there is no d
H 1
in the final melodic
descent, probably Porter thought that the three occurrences of d
H 1
- e
H 1
- f
H 1
- g
H 1
was
sufficient to supply our ears with the sound of the missing d
H 1
at the conclusion. The
is sometimes a “phantom” note in the European music of the common practice period
because we as listeners have heard this process of melodic closure thousands of times.
Hence, when it is occasionally omitted our musical consciousness supplies the missing
supertonic pitch.
Example 6-4.5. Cole Porter, Begin the Beguine, Coda

The Coda begins by echoing the motive d
H 1
- e
H 1
- f
H 1
- g
H 1
from C
2
. The g
H 1
, the
headtone of the song, is held for two and half measures. And then the g
H 1
makes a
stepwise motion to an a
H 1
then the melodic line makes a final leap of the interval of the
3
rd
to the tonic c
H 2
in measure 105. This, of course, matches the descent of the melody
from e
H 1
- c
H 1
with the ascending third a
H 1
- c
H 2
creating a symmetry.
407

The Coda results in a song that is 108 measures long. It is interesting to note that
this is the most revered number in Asian culture and spiritual traditions. It is also the
number of stitches on a baseball. For a person of Porter’s knowledge and sophistication
perhaps he chose this number of measures purposefully?

“Begin the Beguine”: A Partial Recording History
1) Artie Shaw (1935, 1938)
2) Mildred Bailey (1939)
3) Gene Krupa (1941)
4) Tony Bennett (1960)
This is Porter’s longest and most superficially complicated song. Some wags call it
“End the Beguine.”
13
It has received many turgid and pretentious treatments through the
years. One of the best performances remains the early arrangement of it by Jerry Gray for
the Artie Shaw Orchestra. This is the recording that made the song famous. The status of
the song was reinforced with huge production numbers in the two movies in the 1940’s.
Tony Bennett has always been the most emotionally “over the top” of all of the “saloon
singers” as Sinatra called himself and his brethren. His vocal version from 1960 probably
gets as much out of the tune as is possible.

408

“Begin the Beguine”: Form A
1
A
2
B
1
A
3
C
1
C
2
Coda
A
1

A
2

409

B
1

A
3

C
1

410

C
2

Coda

411

I’ve Got You Under My Skin 1936

Example 6-5.1. Cole Porter, I’ve Got You under My Skin, Lead sheet

412

Copyright © 1936 by Chappell & Co., Inc.

“I’ve Got You under My Skin,” one of Porter’s most famous songs, was written
for the movie Born To Dance in 1936. In addition to the aforementioned Powell and
Stewart, this movie also featured Virginia Bruce, the marvelous “hoofers” Buddy Eben
and Sil Silvers and the pop singer Frances Langford. The movie was quite successful
commercially and a good rendition of this song was given in the film by actress Virginia
Bruce, which led to the song’s instant popularity. It jumped into the number one spot on
Your Hit Parade and stayed on the chart for a total of 10 weeks. The movie contained
another popular song “Easy to Love” (please refer to the previous entry) which also made
Your Hit Parade.
This song is another representation of Porter’s “exotic musical style” similar in
some ways to “Begin the Beguine” and “Night and Day.”
14
The rather eccentric title of
the song is originally from the French ballad “Mon Homme” (My Man) which contains
the subtitle of ‘Je l’ai tellement dans le peau’ (I’ve got him so much in my skin).
15
It is of
413

interest that the song, later, gained a whole new life and meaning in the 1990s as a
campaign song for AIDS prevention
16
; the text “under my skin” referring to a
hypodermic injection, and the phrases “use your mentality” and “wake up to reality”
campaigning for the immediate medical treatment of this terrible disease. It was also
featured on the eclectic album of Porter’s music called Red, Hot and Blue, the proceeds
from which were donated to AIDS research.
I’VE GOT YOU UNDER MY SKIN
I’ve got you under my skin,
I’ve got you deep in the heart of me,
So deep in my heart,
You’re really a part of me.
I’ve got you under my skin.
I tried so not to give in,
I said to myself, “this affair never will go so well.”
But why should I try to resist when, darling, I know so well
I’ve got you under my skin.
I’d sacrifice anything, Come what might,
for the sake of having you near,
In spite of a warning voice that comes in the night
And repeats and repeats in my ear.
“Don’t you know, little fool, you never can win,
Use your mentality, Wake up to reality.”
414

But each time I do, just the thought of you makes me stop,
Before I begin,
‘Cause I’ve got you under my skin.
The title of the song “I’ve Got You under My Skin,” was created in part from a
colloquial expression of the 1930s, “you’re getting under my skin” (a common reference
to being annoyed) combined with a rather literal translation of the subtitle of the French
song mentioned above. The lyric expresses the rather helpless and hopeless plight of the
protagonist’s addiction to his lover and the implication that he/she can only stop “trying
to stop.” The emasculated will power of the protagonist is emphasized because of his/her
acute awareness of potential tragic results. The lyric is a constant repetition of self-
deprecation which is reinforced by his/her addiction to the lover: “I said to myself, “this
affair never will go so well,” “Don’t you know, little fool, you never can win,” “Use your
mentality, Wake up to reality.” The form and the length of this verseless song is quite
unusual; it can be divided into two large sections (A
1
B
1
A
2
B
2
) and (CD(A)), and the total
measure number of the entire song is 56. It is another example of the more flexible
“movie” song. The rhyme scheme is looser than in Porter’s shorter songs and is actually a
conjunction of blank verse mixed with traditional rhymed verse. The song features a
delightfully nonchalant sensuality.
Example 6-5.2. Cole Porter, I’ve Got You under My Skin, measures 1-8

415

The melody begins with the headtone of the song b
♭1
, paired with the titular
phrase. The b
♭1
then, moves to the upper neighboring tone c
H 2
. It is noteworthy that
although the headtone b
♭1
appears as the first pitch in the melody, its local function is as
an anacrusis to c
H 2
which occurs with the downbeat on the first measure. This creates not
only a syncopated effect but is also a portent of the significance of the foreground and
middleground neighboring tones that recur throughout the song. The melody in the A
1

section is, essentially, a twice stated descending three-note-linear progression b
♭1
- a
♭1
-
g
H 1
with the upper neighboring tones c
H 2
(measures 1, 5) and f
H 1
(measure 7). The c
H 2

and f
H 1
are the upper neighboring tone for b
♭1
and the lower neighboring tone for g
H 1
,
respectively. The supporting harmonic progression is quite simple, ii
7
- V
7
- I
7
- in E
♭
major.
Example 6-5.3. Cole Porter, I’ve Got You under My Skin, measures 9-16

The three-note-linear progression b
♭1
- a
♭1
- g
H 1
, which was initiated in the
previous section, continues to descend in this section, first with a brief prolongation of
a
♭1
in measure 9, which is once again, the upper neighboring tone to the following g
H 1
in
measure 10. The descending linear progression in the B
1
section, g
H 1
- f
H 1
- e
♭1
-d
H 1
- c
H 1
- b
♭
, when combined with the aforementioned b
♭1
- a
♭1
- g
H 1
, results in an 8-note-linear
416

progression which covers the octave from b
♭1
- b
♭
, the nadir pitch, over the first 14
measures of the song. The supporting harmonic progression is again the simple repetition
of ii - V
7
- I. Porter perfectly matches the long 8-note-descending zug with the titular
phrase at the beginning and at ending of the process.
Example 6-5.4. Cole Porter, I’ve Got You under My Skin, measures 17-24

The second A section begins in the same fashion as the first one. However, after
the original three-note-linear progression b
♭1
- a
♭1
- g
H 1
with the upper neighboring tone
c
H 2
in measures 17-20, the following melodic notes are quite fascinating. The
aforementioned neighboring tones, c
H 2
and f
H 1
are transformed to comply with the rather
gloomy lyric “I said to myself, “This affair never will go so well”: 1) the c
H 2
becomes
c
♭2
, paired with the successive triplet rhythm ; and 2) the f
H 1
becomes f
#1

matching with the word “go” implying that this affair quite possibly will not result in a
happy ending.
Example 6-5.5. Cole Porter, I’ve Got You under My Skin, measures 25-32

417

The second B section features, again, the continuation of the 8-note-linear
progression as before. The first four measures (25-28) are quite interesting in that they
highlight the only occurrence of a shift in the tonal center (to C major) in the entire song.
The second four measures complete the remainder of the linear progression.
Example 6-5.6. Cole Porter, I’ve Got You under My Skin, measures 32-40

The C and D sections possess a quite a unique melodic contour: it is through-
composed, similar to a recitative section that occurs before an aria in a grand opera. In the
C section, in particular, it is clear that the lyric is controlling the music: 7 out of the 8
measures are comprised of frantic triplet rhythms (and their variations) paired with the
rather desperate lyrics, “I’d sacrifice anything,” “Come what might,” “for the sake of
having you near,” “In spite of a warning voice that comes in the night,” “And repeats and
repeats in my ear.” This section is comprised of an ascending 5-note-linear progression
from e
♭1
to b
♭1
in measures 32-35, and it is followed by a varied repetition.

418

Example 6-5.7. Cole Porter, I’ve Got You under My Skin, measures 40-51

The ascending 5-note-zug in the repetition e
♭1
- f
H 1
- g
H 1
- a
♭1
- b
♭1
from the
previous C section continues to rise stepwise in this section, and eventually, reaches e
♭2

in measure 41, covering once again an octave span, but this time an ascending one. The
melody then begins to descend stepwise (e
♭2
- d
H 2
- c
H 2
- b
♭1
) and then prolongs the b
♭1
,
which is the headtone of the song. The b
♭1
begins to ascend again in measure 48
reaching, this time, f
H 2
, which is the apex note of the song. The melody, then changes
direction and descends back to b
♭1
.
Example 6-5.8. Cole Porter, I’ve Got You Under My Skin, measures 52-56

The final 5 measures of the song recollects the material from the A section, and
completes the final structural descent in the melody supported by ii - V
7
- I. The
419

“phantom” in measure 52 deserves a comment: Porter does not present a clear descent
from , however, the recurring figure of b
♭1
- a
♭1
- g
H 1
from the A section provides
to the listener’s ear a memory of a
♭1
which helps to finalize the ultimate stepwise descent
of the fundamental melodic line.
Example 6-5.9. Cole Porter, I’ve Got You under My Skin, Structural Diagram

The entire song can be condensed into the background graph above: please
remember that 1) the octave-span-descending-linear progression that covers the AB
sections ranges from the headtone (b
♭1
) down to the nadir note (b
♭
) of the song; 2) the
ascending melodic line in CD sections, also covers an octave, beginning with the final
pitch of the structural descent e
♭1
( ) rising to its octave image an e
♭2
. The upper
neighboring tone of f
H 2
to e
♭2
is also the apex note of the song; and 3) the “missing” in
the final melodic descent is accommodated by the frequent appearances of the b
♭1
- a
♭1
-
g
H 1
figure in the beginning parts of the song. The song continues to develop new material
at the foreground throughout its course. It is a dramatic, unique and thoroughly theatrical
song, clearly one of Porter’s masterpieces.

420

“I’ve Got You Under My Skin”: A Partial Recording History
1) Frances Langford (1936)
2) Peggy Lee (1953)
3) Dinah Washington (1954)
4) Ella Fitzgerald (1956)
5) Frank Sinatra (1956)
6) Anita O’Day (1959)
7) Paul Desmond (1962)
8) Rosemary Clooney (1982)
9) Bobby Short (1999)
10) Mark Murphy (2000)
11) Keeley Smith (2000)
12) Diana Krall (2002)
Sinatra, Sinatra, Sinatra! This is the most dynamic performance and the best
Nelson Riddle arrangement on the greatest single album that Sinatra made for Capitol
Records, Songs for Swingin’ Lovers. It defined the persona of Sinatra in the 1950s and
60s for better or worse depending on one’s perspective. But, nevertheless, it is a truly
great performance.

421

“I’ve Got You Under My Skin”: Form A
1
B
1
A
2
B
2
C
1
D
1
(A)
A
1

B
1

A
2

B
2

422

C
1

D
1

(A)

423

Easy To Love 1936

Example 6-6.1. Cole Porter, Easy to Love, Lead sheet

424

Porter wrote music for Born to Dance, a lavishly produced movie musical which
was released by MGM in 1936. It was the first film for which he wrote an entire score.
James Stewart and Eleanor Powell were the stars. The boy-meets-girl at a lonely-hearts
club plot is unfolded on an amazingly extravagant scale; more than three thousand people
worked on the production and the length of the combined sound stages reached to two
hundred feet. When the movie was released, Porter’s music received very positive
reviews. The movie includes several songs, “I’ve Got You under My Skin,” “Easy to
Love,” “Rap-Tap on Wood,” “Swingin’ the Jinx Away,” and “Hey, Babe, Hey.” From
this group of songs “I’ve Got You under My Skin” and “Easy to Love” became classics
in the American Popular Song catalogue.
The beautiful ballad “Easy to Love” had been originally written for William
Gaxton to perform in the Broadway show Anything Goes (the song was withdrawn during
rehearsals). Porter recycled it in this movie for the actor, James Stewart. Stewart who
doesn’t have a good singing voice (originally the role was designated for Clark Gable),
sort of semi-talk/sings the song but is still somewhat effective because of his winning shy
and affable personality. In spite of the limitations of his performance the song entered the
Your Hit Parade rankings for 5 weeks after the release of the movie.
It is interesting to learn that Porter was quite displeased about the comments of
critics concerning his music for this movie, in particular, their classification of the score
as “sophisticated” and “suave.”
17
Porter claimed that he, in fact, had worked quite hard to
remove any implications of those particular qualities in these songs. He said that what he
truly aspired to accomplish was to write music that had a genuine flavor of American folk
425

song. He admired this quality in the work of his colleague and close friend, Irving Berlin.
Porter always held Berlin in high esteem because of his ability to express emotion in a
straightforward manner through simple and memorable melodies and lyrics. Moreover,
he thought that Berlin’s music was particularly effective in movies. His great respect for
Berlin was made obvious in his citation of him in the lyric of his most famous list song
“You’re The Top.”
EASY TO LOVE
VERSE
I know too well that I’m just wasting precious time
In thinking such a thing could be,
That you could ever care for me,
I’m sure you hate to hear
That I adore you, dear,
But grant me, just the same,
I’m not entirely to blame, For
REFRAIN
You’d be so easy to love,
So easy to idolize,
All others above,
So worth the yearning for,
So swell to keep ev’ry home-fire burning for,
We’d be so grand at the game,
426

So carefree together,
That it does seem a shame,
That you can’t see
Your future with me,
‘Cause you’d be oh, so easy to love!
The lyric of the song is rather atypical for Porter. Instead of his usual urbane
wittiness or excessive sentimentality Porter employs more of a “down to earth” approach
for this song. He does utilize contractions (one of Berlin’s signatures) such as “you’d,”
“ev’ry” along with a genuinely sincere expression of love invoking a subtle use of both
vowels and consonants. The form of the refrain is A
1
A
2
or (a
1
b
1
a
2
b
2
). The long and
flowing melodic phrases remind the listener of Jerome Kern at his best.
Example 6-6.2. Cole Porter, Easy to Love, measures 1-8

Porter begins the song utilizing one of his quintessential devices, a disguising of
the actual tonic. The first three measures are supported by a harmonic progression of I –
IV - I in a
H minor which is the supertonic area of the eventual tonic for the song, G
H
major which arrives in an oblique manner (V – I
6
) in measure 4. The introduction of the
headtone of the song, also, is quite interesting: the initiating melodic note e
H 1
in measure
1 functions as the 5
th
of the opening a
H minor triad. However, when it is reestablished in
measure 7, we realize in retrospect, that it belongs to G
H major as an added structural 6
th

427

of the G
H tonic triad. As a consequence the added functions as the headtone of the
song. As mentioned earlier in this paper, this is one of the modifications made to the
inherited European harmonic language in American song and jazz. The tonic triad of G
H
major does not appear in root position until measure 7, and at that time the added 6
th
note,
e
H 1
, is clearly presented as the headtone of the melody.
Another important device in the melodic contour in the a
1
section is the use of a
compound melody. With the downward leap of perfect 5
th
(which is emphasized in many
ways throughout the song) from the first note e
H 1
to a
H , two separate melodic strands are
initiated. As illustrated in the example below, the melody in the lower register fills in the
interval perfect 5
th
through a stepwise ascending motion from measures 2-15, while the
melody in the upper register, essentially, introduces and prolongs the headtone e
H 1
, then
arpeggiates a dominant triad before eventually joining the lower motion on the pitch f
#1
in
measure 15. It is interesting how Porter reestablishes the headtone in measure 7: the
downward leap of perfect 5
th
(bracketed x) e
H 1
- a
H in measures 1-2 is answered by an
upward leap of perfect 5
th
(bracketed x’) d
H 1
- a
H 1
in measure 6 which then consequently
descends to e
H 1
. The e
H 1
is then followed by the large ascending leap of the minor 7
th
to
d
H 2
, creating the quite wide range of the 11
th
(a
H
- d
H 2
) in the melodic line up to this point.
This rather surprising leap of the 7
th
anticipates an even larger leap that will occur later in
the song.

428

Example 6-6.3. Cole Porter, Easy to Love, measures 1-8

Example 6-6.4. Cole Porter, Easy to Love, measures 9-16

The melody of the A
1
(b
1
) section begins with a downward leap of d
H 2
- e
H 1
, the
mirror image of the large leap of from e
H 1
to d
H 2
in measures 7-8, again initiating a
compound melody at the middleground level. The upper melody d
H 2
then moves down to
b
H 1
which lasts for whole two measures supported by I chord in G major, finally a truly
definitive indication of the tonal center. Measure 13 begins in the same fashion as
measure 9, this time the leap expands to the octave d
H 2
- d
H 1
which eventually moves to
the f
#1
in measure 14. The f
#1
also lasts for two measures, giving emphasis to this upper
neighboring tone to the headtone of the song, which was portended at the foreground
in measure 4.
The following section A
2
(a
2
) is identical to the A
1
(a
1
) except that the large leap
of the minor 7
th
is, now, expanded to an octave from e
H 1
- e
H 2
; that leap is illustrated in
the following graph.

429

Example 6-6.5. Cole Porter, Easy to Love, measures 23-32

The aforementioned e
H 2
in measure 24, the arrival tone of the leap of the octave,
initiates the final melodic structural descent of . This creates a rhythmic
elision between sections A
2
(a
2
) and A
2
(b
2
). The significance of the foreground melodic
interval of the 5
th
continues: 1) e
H 2
- b
H 1
, d
H 2
- a
H 1
, c
H 2
- g
H 1
in measures 24-26 features
the interval of the 4
th
in the foreground melody, which is, of course, an inversion of the
5
th
; 2) b
H 1
- a
H 1
- g
H 1
- f
#1
- e
H 1
is a local descending line in the melody in measures 24-26
and is then reiterated in the top voice in measures 27-29; 3) finally it is complemented by
a leap of the 5
th
from e
H 1
- b
H 1
in measure 29 before the final structural descent of .
This is a beautifully composed song with an almost seamless succession of elegant
melody. Perhaps it is not completely typical of Porter but it is nevertheless wonderfully
constructed.

430

“Easy To Love”: A Partial Recording History
1) Al Bowlly (1936)
2) Frances Langford (1937)
3) Maxine Sullivan (1937)
4) Lee Wiley (1940)
5) Billie Holiday (1952)
6) Dinah Shore (1955)
7) Ella Fitzgerald (1956)
8) Anita O’Day (1959)
9) Susannah McCorkle (1995)
10) Ann Hampton Calloway (1999)
Jimmy Stewart “sang” this song in the movie Born to Dance. But it was Al
Bowlly’s recording that made it a hit. It began to attain a different status when Lee Wiley
made it a part of her series of songbook recordings in the 1940s. These records were the
precursors of the later recordings of Porter’s songs by Sinatra and eventually the Ella
Fitzgerald song books. Wiley’s work started the entire enterprise which eventually
became identified as the American Standard Song Catalogue.

431

“Easy To Love”: Form A
1
A
2
(a
1
b
1
a
2
b
2
)
A
1
(a
1
)

A
1
(b
1
)

A
2
(a
2
)

A
2
(b
2
)

432

You’d Be So Nice To Come Home To 1942

Example 6-7.1. Cole Porter, You’d Be So Nice to Come Home To, Lead sheet

433

Porter wrote music for the movie Something to Shout About, directed by the
Russian-born actor Gregory Ratoff, in 1942. The title of the movie came from a stock
phrase frequently uttered by William Gaxton, the actor/producer of this movie. Although
the studio boasted that the film was “the best musical that Columbia has ever produced,”
when Porter watched the preview of the film, he quietly said, “this is something to cry
about.”
18
Roy Hemming humorously comments that the actors “took the title literally and
actually do scream their way through most of the banal dialogue that goes with its
backstage plot about Gaxton’s attempts to mount a Broadway show.”
19
Unfortunately,
Porter’s ominous insight was, indeed, correct, and both the movie and Porter’s music for
it were soon forgotten with the exception of this song. The sentimental lyrics combined
with the long phrased melody of the song immediately won the favor of the public,
primarily through a recording by Dinah Shore in 1942. Perhaps it was so popular because
many loved ones were separated because of the war. More pragmatically for Porter it was
a paean to his long suffering and often ignored wife, Linda. The song stayed on Your Hit
Parade for 18 weeks in 1943.
YOU’D BE SO NICE TO COME HOME TO
VERSE
It’s not that you’re fairer,
Than a lot of girls just as pleasin’,
That I doff my hat as a worshipper at your shrine,
It’s not that you’re rarer
Than asparagus out of season,
434

No, my darling, this is the reason
Why you’ve got to be mine.
REFRAIN
You’d be so nice to come home to,
You’d be so nice by the fire,
While the breeze, on high, sang a lullaby,
You’d be all that I could desire,
Under stars, chilled by the winter,
Under an August moon,
Burning above,
You’d be so nice,
You’d be paradise to come home to and love.
The lyric of the song is a straightforward and openly sentimental text, which has
no trace of Porter’s signature urbane, sophisticated and insouciant characteristics. He
paired the sincerity of the lyric with the homey phrases: “You’d be so nice to come home
to,” “by the fire,” and “lullaby.” It is important to remember that Porter did consistently
return to his “roots” in rural Indiana at certain times throughout his career. This song is
representative of one genre in his oeuvre – the maudlin, sentimental (even “corny”)
ballad. Other examples include the hit songs “True Love” and “Don’t Fence Me In.” In
all of these songs he is not being ironic or sarcastic, they are quite sincere. The form of
the refrain is A
1
(a
1
b
1
)A
2
(a
2
b
2
). Porter utilizes long and beautifully shaped phrases
throughout the song and a transformation from a minor to C major in the A
2
(a
2
) is
435

handled very elegantly. These are the reasons for the song’s great popularity among jazz
performers and singers.
Example 6-7.2. Cole Porter, You’d Be So Nice to Come Home To, measures 1-8

The first 4 measures of the melodic contour in A
1
(a
1
) section are remarkable and
wonderful: they flow quite naturally, paired with the titular phrase, over the tonic triad in
a
H minor. The local structural melodic tone of the song c
H 2
( in a minor) is introduced
on the downbeat of the first measure which is preceded by a stepwise ascending anacrusis
of a
H 1
- b
H 1
. The c
H 2
, then immediately initiates a long descending linear progression
which, eventually, covers both the A
1
(a
1
) and the A
1
(b
1
) sections. The structural melodic
line in the first 4 measures is c
H 2
- b
H 1
- a
H 1
. It is followed in measures 5-8 with a lyric
which imitates a similar pattern as the titular phrase, “you’d be so nice by the fire”. The
melody again utilizes a two beat anacrusis d
#1
- e
H 1
, to prolong the a
H 1
in measure 5
which then continues to descend to g
H 1
in measure 6. A secondary dominant (V
7
of VI) is
utilized as the supporting harmony in measure 6. Please note that each principal pitch in
the linear progression complies with the most important words in the lyric: “so,” “nice,”
“home,” “nice.”

436

Example 6-7.3. Cole Porter, You’d Be So Nice to Come Home To, measures 9-16

The descending linear progression in the melody from the previous section
continues to descend, from f
H 1
down to e
H 1
in measures 9-10. Then, a radical registral
transfer occurs in which the e
H 1
moves to a d
H 2
in measure 11. The d
H 2
then continues
descending stepwise to a c
H 2
in measures 12 which completes a middleground process of
an eight-note-linear progression. This c
H 2
will eventually move down to b
H 1
in measure
15 and create a middleground interruption in a minor.
Porter’s ingenuous use of compositional processes to create this long, naturally
flowing phrase which coheres over two sections is quite remarkable: 1) firstly, he
employs a long descending linear progression with the elegant registral transfer; 2) he
utilizes an ascending anacrusis in measure 1 (a
H 1
- b
H 1
), measure 4 (d
#1
- e
H 1
), and
measure 8 (d
H 1
- e
H 1
) to assert a countering effect to the emphasis on the overall
descending motion in melody; 3) c
H 2
- e
H 2
in measure 13 has a quite significant meaning:
the e
H 2
is, of course, the apex note of the song and later it will become a part of the final
structural descent, as a in C major. The e
H 2
-c
H 2
in measure 13, therefore, are members
of both the local a minor tonic (a - (c - e)) and the eventual final tonic in C major ((c - e) -
g). Porter is clearly reveling in this ambiguity and he even adds another level by
437

inflecting the e
H 2
to an e
♭2
! He returns the melody to this register in the final structural
descent in measures 29-32.
Example 6-7.4. Cole Porter, You’d Be So Nice to Come Home To, measures 17-24

The first four measures of the A
2
(a
1
) are identical to those of A
1
(a
1
). However, the
tonality changes abruptly from a
H minor to C major in measure 21. It is interesting that
the melodic note on the downbeat of measure 21 is the same as in measure 5, an a
H 1
,
however, in retrospect, it is now heard as an added 6
th
note of the C major tonic (measure
21) instead of being heard as the tonic pitch in a minor (measure 5). This ambiguous tone
a
H 1
is at this point revealed to be the actual headtone of the entire song, and will
ultimately descend to (in measures 22, 24, 29, 30 and 31).
Example 6-7.5. Cole Porter, You’d Be So Nice to Come Home To, measures 25-32

In the last 8 measures, Porter utilizes a quasi sequential process in the foreground
melody, e
H 1
- f
H 1
- a
H 1
, a
H 1
-b
H 1
- d
H 2
, and c
H 2
- d
H 2
- e
H 2
, all ascending local motions,
while maintaining the structural descending zug (with a registral transfer from f
H 1
to e
H 2
)
at the background level. In this song, Porter successfully creates an unpretentious love
438

ballad through quite sophisticated compositional processes, which is well integrated with
his genuinely heartfelt lyrics. The entire structural overview of the song can be illustrated
in the graph below.
Example 6-7.6. Cole Porter, You’d Be So Nice to Come Home To, background analytic
graph

439

“You’d Be So Nice To Come Home To”: A Partial Recording History
1) Dinah Shore (1942)
2) Buddy Clark (1948)
3) Helen Merrill (1954)
4) Frank Sinatra (1956)
5) Sarah Vaughan (1958)
6) Anita O’Day (1959)
7) Joanie Sommers (1963)
8) Susannah McCorkle (1995)
9) Andy Bey (1996)
10) Bobby Short (1999)
11) Barbara Carroll (2002)
The Porter catalogue was largely kept alive for years by the cabaret singers Sylvia
Sims, Mabel Mercer and Bobby Short. Their influence is incalculable in the preservation
of Porter’s music. Many of the two women’s records are no longer in print. But Bobby
Short continued to record and perform until his death a few years ago. It seems
appropriate to include him as a key performer of the Porter catalogue. His version of this
song from a 1999 recording is typical and quite refreshing.

440

“You’d Be So Nice To Come Home To”: Form A
1
(a
1
b
1
) A
2
(a
2
b
2
)
A
1
(a
1
)

A
1
(b
1
)

A
2
(a
2
)

A
2
(b
2
)

441

Ev’ry Time We Say Goodbye 1944

Example 6-8.1. Cole Porter, Ev’ry Time We Say Goodbye, Lead Sheet

442

Following his initial recovery from the horrible injury brought about by a horse
riding accident in 1937, Porter returned to show business and poured his creative energy
into writing new music. He created five consecutive successful Broadway shows, all of
them lasting for over 400 performances! The shows were Du Barry Was A Lady (1939),
Panama Hattie (1940), Let’s Face It (1941), Something For The Boys (1943), and
Mexican Hayride (1944). Porter then became involved with an experimental Broadway
project, Seven Lively Arts. At the time it appeared to be a potentially breakthrough
opportunity for him. The producer and entrepreneur Billy Rose, who had proved his
showbiz percipience with the Broadway productions Jumbo and Carmen Jones, wanted
to create a “high-class revue.” The artistic talents involved in the production were
noteworthy: Igor Stravinsky composed a twenty-five minute orchestral ballet suite,
Salvador Dali provided original paintings, Moss Hart and George Kaufman wrote
sketches, Benny Goodman and his band and jazz combo performed, and, of course, Cole
Porter was commissioned to write the primary music. This extravagant and lavish
production, however, turned out to be relatively dull and uninspired, and consequently, it
closed after only twenty weeks. The show was bitterly criticized in almost all aspects
including Porter’s music. Only the song, “Ev’ry Time We Say Goodbye” has survived.
“Ev’ry Time We Say Goodbye” is considered to be one of the best ballads written
by Porter. In this song he demonstrates an amazing level of integration between the lyric
and the music. Dr. Sirmay
20
wrote to Porter after the opening night of the show and
commented, “‘Ev’ry Time We Say Goodbye’ chokes me whenever I hear it, it moves me
to tears. This song is one of the greatest songs you ever wrote. It is a dithyramb to love, a
443

hymn to youth, a heavenly beautiful song. It is not less a gem than any immortal song of
a Schubert or Schumann…this song is a classic and will live forever as many others of
your songs.”
21
There is certainly truth in these observations. This song belongs in an elite
group of American compositions that represent real genius in this domain. It ranks with
Kern’s “All the Things You Are,” Gershwin’s “How Long Has This Been Going On?,”
Arlen’s “Last Night When We Were Young,” Victor Young’s “Stella by Starlight,”
Jimmy Van Heusen’s “Here’s That Rainy Day,” and perhaps a few others as the greatest
achievements in the history of American song.
EV’RY TIME WE SAY GOODBYE
VERSE
We love each other so deeply
That I ask you this, sweetheart,
Why should we quarrel ever,
Why can’t we be enough clever, never to part.
REFRAIN
Ev’ry time we say goodbye
I die a little,
Ev’ry time we say goodbye
I wonder why a little,
Why the gods above me
Who must be in the know
Think so little of me
444

They allow you to go
When you’re near there’s such an air
Of Spring about it,
I can hear a lark somewhere
Begin to Sing about it,
There’s no love Song finer,
But how Strange the change from major to minor
Ev’ry time we say goodbye.
Ev’ry time we say goodbye.
The lyric of this song genuinely reveals Porter’s rather dark, inner pain which on
most occasions he usually disguised with either flippant attitudes or clever texts. His
dexterity with words in this song is breathtaking as can be observed in the intricate
rhyming patterns observed above within the lyrics. Porter as a lyricist is matched only by
Lorenz Hart, Ira Gershwin, Johnny Mercer and Stephen Sondheim. The form of the
refrain is A
1
B
1
A
2
B
2
Coda. The first two sections create a quite dark context with “die a
little,” “think so little of me,” “allow you to go,” compared to the next two which present
reminiscences of happier memories, “when you’re near there’s such an air of spring about
it,” “I can hear a lark somewhere begin to sing about it” and the famous and frequently
quoted line “how strange the change from major to minor.” Porter ingenuously utilizes
the “blue note” effect with a modal mixture at this point in the long beautiful phrase.

445

Example 6-8.2. Cole Porter, Ev’ry Time We Say Goodbye, measures 1-8

Porter divides the first 8 measures into two four-measure-units at the foreground,
utilizing the same descending pattern in the melodic contour: g
H 1
- (a
♭1
) - f
H 1
- e
♭1
- d
H 1

and b
♭1
- (c
♭2
) - a
♭1
- g
H 1
- f
H 1
. The pitches in parentheses (a
♭1
and c
♭2
), however, have
different functions at the middleground level. The a
♭1
is a passing tone to the b
♭1
in
measure 5 and is subsumed into a process of arpeggiation which will lead to the note e
♭2
in measure 9 (g
H 1
- b
♭1
- e
♭2
). The c
♭2
is a local chromatic upper neighboring tone to the
b
♭1
. Porter rhymes these two pitches with the texts “die” and “why.” He, also, rhymes
both of the descending figures f
H 1
- e
♭1
- d
H 1
and a
♭1
- g
H 1
- f
H 1
with the text “a little.”
Although these descending motions are prominent at the surface, g
H 1
which is the
headtone of the song and b
♭1
, at a deeper structural level, are creating the process of
arpeggiation which, eventually, arrives at the middleground to the locally significant note
e
♭2
in measure 9.
The one melodic note occupying the first three measures is the headtone, g
H 1
,
paired with the titular phrase “Ev’ry Time We Say Goodbye.” It is stated eight times!
(Harold Arlen would later up the ante on repeated notes to thirteen to begin the song
“Come Rain or Come Shine!”) Those repetitions remind a listener of another of Porter’s
songs, “Night and Day” with its also famous repeated g
H 1
. The supporting harmony for
446

the first three measures is quite interesting: it rocks between I and vi in E
♭
major creating
a static ambiguity between E
♭
major and c minor (In this respect it is similar to Richard
Rodgers’ “It Never Entered My Mind”). The following four measures also begin with
three measures of repeated b
♭ 1
’s, paired with the titular phrase. This time, however, the
supporting harmonic progression is I - ♭III - I in E
♭
major. The bass note G
♭
in measure
6 is quite stunning and anticipates the g
♭ 1
in the melody of measure 15. The c
♭2
in the
melody of measure 8, with its supporting harmony of IV
♭o7
(MM), is a borrowing from
the parallel minor mode (“blue note”) and signifies the “minor” color which will
engender a contrast with its normal diatonic version in the following A
2
section.
Example 6-8.3. Cole Porter, Ev’ry Time We Say Goodbye, measures 9-16

The middleground goal tone e
♭2
in measure 9, completes an arpeggiation g
H 1
-
b
♭1
from the previous section. The e
♭2
then initiates a descent which results in a linear
progression from e
♭2
- b
♭1
utilizing the natural minor scale (e
♭2
- d
♭2
- c
♭2
- b
♭1
). It is
of interest that Porter employs the e
♭
minor scale in the descent, because it once more
evokes a darker mood. The harmonies supporting the 4-note-zug from e
♭2
are I -
ii
o7
(MM) - V
7
of IV – IV - ii
o
(MM) - I
6
. Following a one beat anacrusis in measure 15
447

the headtone is re-stated in its “blues inflected” version of g
♭1
and it then descends to
f
H 1
( ) creating an interruption on a V
(-9)
chord to prepare for the return of A
2
.
The A
2
section is identical to A
1
, except that the c
♭2
in measure 8 becomes c
H 2
in
measure 24 supported by a diatonic IV harmony, and this produces the more positive
mood referred to above.
Example 6-8.4. Cole Porter, Ev’ry Time We Say Goodbye, measures 25-31

B
2
begins a process which leads to the final structural descent in the melody, but
this time, Porter utilizes the E
♭
major scale. The apex tone, f
H 2
, appears as an upper
neighboring tone to the locally significant e
♭2
and stresses the salient word, “love.”
A linear progression of the sixth from e
♭2
descends diatonically to g
H 1
where it
establishes the headtone which prepares for the structural close of the song. Please note
that the lyric, “major to minor” exploits the modally mixed ii
o7
harmony. The titular
phrase concludes the elegant and multi-leveled melody with the expected over
the harmonic progression V
7
of ii - V
7
of V - V - I.

448

Example 6-8.5. Cole Porter, Ev’ry Time We Say Goodbye, Coda

The Coda reiterates the titular phrase one last time, echoing the upper neighboring
tone from measure 25 f
H 2
- e
♭2
once more in upper register. A local chromatic descent
d
H 2
- d
♭2
- c
H 2
- c
♭2
- b
♭1
accentuates the lyric “Ev’ry single time.” The accompaniment
figure from measures 1-3 (the rocking E
♭
major - c minor chords) returns in measures
35-37, creating a final wistful effect.

449

“Ev’ry Time We Say Goodbye”: A Partial Recording History
1) Peggy Mann with Benny Goodman (1944)
2) Maxine Sullivan (1944)
3) Jeri Southern (1954)
4) Mabel Mercer (1955)
5) Ella Fitzgerald (1956)
6) Four Freshmen (1956)
7) Carmen McRae (1958)
8) Sarah Vaughan (1963)
9) Steve Lawrence (1964)
10) Betty Carter (1982)
11) Cleo Laine (1984)
12) Kitty Margolis (1989)
13) Susannah McCorkle (1995)
14) Kurt Elling (1997)
15) Peggy Duquesnel (1999)
16) Ann Hampton Calloway (2006)
This is Porter’s most gorgeous ballad and is a great favorite of practically all
popular and jazz based singers. There are dozens of good versions. I feel the definitive
version is by Jeri Southern from 1954. She also performs the coda which most performers
ignore. In this I am in agreement with Alec Wilder who also felt that this was the best
performance of this song that he had ever heard.
22

450

“Ev’ry Time We Say Goodbye”: Form A
1
B
1
A
2
B
2
Coda
A
1

B
1

A
2

B
2

Coda

451

So In Love 1948

Example 6-9.1. Cole Porter, So in Love, Lead sheet

452

Copyright ©1948 by Cole Porter
453

Porter seemed to hit the nadir point in his career around the spring of 1948.
Following two major flops on Broadway Seven Lively Arts (1944) and Around The World
(1946), the newly released film The Pirate also proved to be yet another minor failure in
Porter’s oeuvre (although The Pirate was a critical success). He frequently experienced
fits of depressions and unnecessarily fretted about his financial security. Several critics
commented that Porter’s creativity had steadily gone downhill since Anything Goes.
Porter usually ignored the carping of his critics, but the cascade of bad reviews almost
caused him to question the vitality of his creative processes.
A new Broadway project Kiss Me, Kate which was based on the Shakespeare’s
The Taming of the Shrew fell to Porter when the producers’ first choice the composer
Burton Lane was not available because of other assignments. Although Porter initially
had reservations about the suitability of his writing style for the subject matter, he
ultimately accepted the task. The show featuring a play-within-a-play format turned out
to be the greatest Broadway achievement of his entire career. It ran for 1077
performances in New York and won several Tony awards including best musical
production, best book and best score for the 1948-1949 season. The show eventually
toured to other cities in the United States and, also, was produced in Europe. Kiss Me,
Kate which featured Alfred Drake and Patricia Morrison contains many great songs by
Porter including, “Another Op’nin, Another Show,” “Wunderbar,” “Tom, Dick, and
Harry,” “Too Darn Hot,” “From This Moment On,” “Why Can’t You Behave?,” “Brush
Up Your Shakespeare,” “Where Is The Life That Late I Led?,” “We Open In Venice,”
and the central ballad “So In Love.”
454

In 1953 MGM released a film version of Kiss Me Kate, which remained very
faithful to the content of the original Broadway production. The movie retains fourteen
of Porter’s seventeen songs from the stage version. The film featured Kathryn Grayson
and Howard Keel and certainly ranks as one of the greatest movie musicals. “From This
Moment On” was interpolated into the film in a breathtaking dance sequence featuring
Bob Fosse and Carol Haney, and Ann Miller dances and sings four “knockout” numbers.
This movie is, without a doubt, the greatest preserved document of Porter’s work. As an
historical anecdote, the film was also the first musical to be produced in the “Three-D”
process.
SO IN LOVE
REFRAIN
Strange, dear, but true, dear,
When I’m close to you, dear,
The stars fill the sky,
So in love with you am I,
Even without you,
My arms fold about you,
You know, daring, why,
So in love with you am I,
In love with the night mysterious,
The night when you first were there,
In love with my joy delirious
455

When I knew that you could care,
So taunt me and hurt me,
Deceive me, desert me.
I’m yours ‘til I die,
So in love, so in love,
So in love with you, my love am I.
This is probably the most “arty” song in Porter’s entire canon of work. The long
and winding melodic phrases match the unmitigated romanticism of the lyrics. Porter
utilizes clever rhyming in (dear-dear), (sky-I), (why-I), (mysterious-delirious), (you-you),
(there-care), and he also skillfully employs inverted speech patterns to comply with the
shape of the melodic contour in the bridge section - “the night mysterious” and “my joy
delirious.” A rather masochistic tone is utilized, “So taunt me,” “hurt me,” “Deceive me,”
and “desert me” and this is appropriate concerning the plot of the show because the
character Fred does, indeed, hurt, deceive and desert Lilli. Porter throughout his career
mocked the notion of “true love,” but we, as his audience, have always realized that he
completely believed in his created world of fantasy. A genuine insight into Porter’s clever
sophistication is that it is grounded in a deep sincerity – he may be the gay cynic, but his
heart is truly broken. And it is that ultimate vulnerability that makes his greatest songs so
revealing. Only Lorenz Hart (for example, “My Funny Valentine”) and Porter could
express these sentiments with such tenderness, and ironically Hart, too, was a “gay” man.
The form of this verseless ballad is the complex, A
1
B
1
A
2
B
2
C
1
C
2
A
3
B
3
(or A
1
A
2
BA
3
) and
occupies 77 measures.
456

Example 6-9.2. Cole Porter, So in Love, measures 1-8

The song begins quite statically with c
H 1
- d
♭
1
- c
H 1
and its repetition creating a
series of two-measure melodic units over the f
H minor triad. The text “strange, dear, but
true, dear” sounds a perfect match for the melodic contour. This two-measure unit
employs the rhythmic figure and continues creating an ascending melodic
line c
H 1
-g
H 1
-f
H 1
in measures 1-6 and f
H 1
-c
H 2
-b
♭
1
in measures 7-9, supported by a
harmonic progression of i - iv in f
H minor. It is the only rhythmic figure utilized during
the entire A
1
section. Its internal syncopation propels and reinforces the essentially
ascending melodic contour.
Example 6-9.3. Cole Porter, So in Love, measures 9-16

This rhythmic pattern breaks on the downbeat of measure 9 with the appearance
of b
♭1
. The melody then makes an ascending leap of the minor 3
rd
to d
♭2
and then the
direction changes and descends stepwise to c
H 2
. This c
H 2
, which is revealed to be the goal
457

tone of the ascending motion from the c
H 1
in the previous section, is, also, the headtone
of the song. The supporting harmony, also modulates to A
♭
major. This is yet another
Porter song exploiting the ambiguity between a major tonic tonal area and its relative
minor tonal area. It is interesting to note how the headtone c
H 2
is introduced: d
♭2
- c
H 2
in
measures 10-11 recalls for the listener the neighboring motion c
H 1
- d
♭1
- c
H 1
from the A
1

section, now occurring an octave higher. The remainder of B
1
(measures 11-16) features
a local linear progression of a fourth (c
H 2
- b
♭1
- a
♭1
- g
H 1
) combined with a harmonic
progression linking the tonal motion back to f minor. The following A
2
is identical to the
A
1
.
Example 6-9.4. Cole Porter, So in Love, measures 25-32

The ascending melodic line discussed from A
2
reaches a b
♭1
in measure 25. From
this b
♭1
, the leap of minor 3
rd
heard in the B
1
now becomes a perfect 4
th
, reaching up to
an e
♭2
. The melody then descends from e
♭2
to the headtone c
H 2
. A structural linear
progression of ( ) follows in measures 29-32 and creates a tonal closure in A
♭

major, which firmly establishes A
♭
as the true tonal center of the song.

458

Example 6-9.5. Cole Porter, So in Love, measures 32-48

The bridge C
1
begins clearly in A
♭
major. The melodic line in these 16 measures
is essentially a prolongation in the background of the headtone of the song, c
H 2
for 9
measures, which then initiates a descending 4-note-linear progression, c
H 2
- b
♭1
- a
♭1
-
g
H 1
which recollects the 4-note-linear progression in the B
1
section. The tonal center
during the linear progression shifts back to the f
H minor preparing to initiate the A
3

section. Please note that the leap of the perfect 4
th
from b
♭1
to e
♭2
in measures 25-26, is
filled by an ascending stepwise motion in measures 33-34. Finally, the interval expands
to a diminished 5
th
from b
♭1
to f
♭2
(the f
♭2
is the minor ninth of a V
-9
chord over a tonic
pedal) in measures 41-42. Lyrically, the bridge reveals a relatively calm and reflective
emotional state when compared to the rest of the song. The final A
(3)
section, again, is
identical to A
1
.

459

Example 6-9.6. Cole Porter, So in Love, measures 57-72

The B
3
section therefore is, again, preceded by the ascending melody from A
3
.
This time it makes a final leap from b
♭1
, up a perfect 5
th
to f
H 2
, and this note is the apex
note of the song and recalls the emphasis on f
H and f minor throughout much of the song.
The melody, then, begins to descend stepwise to c
H 2
in measure 63, reestablishing the
headtone of the song. The titular phrase appears three times complying with the
descending structural notes c
H 2
- the inflected c
♭2
- b
♭1
. It is noteworthy that measures
64-66 with the melodic note c
♭2
has an almost interpolated character, similar to an
evaded cadence, before the presentation of the final melodic descent of b
♭1
- a
♭1
.
Perhaps, Porter is hinting at the sour and bittersweet qualities of love with this emphasis
on the “blue third” pitch.
Porter’s genius at composing long, sinuous melodies deserves a final comment: in
this song the highest pitch within each section keeps ascending, from a d
♭2
(10, “fill”) to
e
♭2
(26, “dar-ling”) to f
♭2
(53, “joy”) and finally f
H 2
(58, “’til”), creating an interval span
over the whole melodic structure of an 11
th
(c
H 1
- f
H 2
).
460

“So In Love”: A Partial Recording History
1) Alfred Drake (1948)
2) Howard Keel (1953)
3) Mario Lanza (1956)
4) Patricia Barber (2000)
This is the “big ballad” from Porter’s most successful Broadway show Kiss Me, Kate.
Like Berlin’s “They Say It’s Wonderful” it is primarily a show tune that is not easily
adaptable outside the dramatic situation of the show. Therefore, the most successful
performances are usually in recorded performances of the entire show. A possible
exception is the recording of it by Patricia Barber (2000), one of the more unusual and
highly dramatic of the young jazz stylists. Barber is a composer herself and is willing to
take on a wide variety of material in her performances as a singer. She is also an excellent
pianist. The song is frequently performed by jazz instrumentalists, usually in a “Latin
context.”

461

“So In Love”: Form A
1
B
1
A
2
B
2
C
1
C
2
A
3
B
3

A
1

B
1

A
2

B
2

462

C
1

C
2

A
3

B
3

463

Chapter Six Endnotes

1
William McBrien, Cole Porter (New York: Alfred A. Knopf, 1998), 74-76.

2
Adele married a Duke of England and, consequently, retired from show business.

3
The title was changed accordingly to suit the censors in Hollywood, who would not
acknowledge that the process of divorce might be cheerful.

4
At Mrs. Vincent Astor’s in Newport (McBrien, Cole Porter, 148)

5
In his analysis of the song, Alec Wilder uses a score in E
♭
, American Popular Song:
The Great Innovators 1900-1950 (New York: Oxford University Press, 1972), 230-232.

6
Robert Kimball, Cole (New York: Holt, Rinehart & Winston, 1971), 110.

7
The route of the journey was from NY through California to the South Seas on the
Cunard liner, Franconia. McBrien, p. 176

8
Alec Wilder thought that it was rather humorous that the word “gossamer” was
suggested by his “business” friend Ed Tauch, not from a theatre-related friend.

9
Philip Furia, The Poets of Tin Pan Alley: A History of America’s Great Lyricists (New
York: Oxford University Press, 1990), 169.

10
Alec Wilder, American Popular Song: The Great Innovators 1900-1950 (New York:
Oxford University Press, 1972), 240.

11
McBrien, 188.

12
Roy Hemming, The Melody Lingers On (New York: Newmarket Press, 1986), 163.

13
Wilder, 240.

14
William Hyland, The Song Is Ended, (New York: Oxford University Press, 1995), 175.

15
Stephen Citron, Noel and Cole (New York: Oxford University Press, Inc., 1993), 139.

16
The pop album “Red, Hot and Blue” in 1990 became a best-seller. The album has no
relationship to the show of the same title by Porter in 1936.

17
Cleveland Press, 12/30/36

18
Charles Schwartz, Cole Porter (New York: Da Capo Press, Inc., 1977), 211.
464

19
Hemming, 168.

20
Dr. Albert Sirmay, a Budapest-born composer, immigrated to America in 1921 and
Primarily worked as a music arranger and editor. He worked with Kern, Porter,
Gershwin, and Richard Rodgers. Porter overtly acknowledged his indebtedness to
Sirmay in regards to his ability to simplify Porter’s complicated accompaniments
appropriately before their publication.

21
Yale University Archives and Department of Special Collections.

22
Wilder, 249.

465

CHAPTER 7

In conclusion I would like to highlight some of the salient insights garnered from
the analyses of the four composers’ songs.
Jerome Kern: Kern, in several ways, maintains a deep connection to the
European musical tradition, hence, his songs, particularly, in the harmonic domain reveal
a close affinity to the great song composers of Europe, particularly Schubert and Brahms.
Kern throughout his career favored long flowing melodic lines which usually contain in
microcosm the shapes which will later be revealed at the macrocosmic level. A good
example of this are the processes employed in “The Way You Look Tonight.” In addition
Kern frequently utilizes linear intervallic patterns between the melody and bass line to
create marvelous contrapuntal prolongations. Clear examples appear in “All the Things
You Are” and “I’m Old Fashioned.” Kern produced less “hit” songs when compared to
the other three songwriters considered in this paper. This is particularly evident when one
notes the number of songs that he produced for musical shows. He composed music for
thirty eight musicals and in addition supplied interpolated songs for another fifty
productions. Kern’s primary concern was always the effective “integration” of all aspects
of the theatrical production. He never privileged “catchy” melodies at the expense of the
unity of the plot and development of the character of the individual performers in a show.
Ultimately, this attitude was rewarded by his biggest achievement on Broadway Show
Boat and in the excellent films Swing Time, You Were Never Lovelier and Cover Girl.
466

Some of Kern’s greatest, hit songs were largely influenced by Fred Astaire who
possessed a great sense of modern rhythm that helped Kern to find his more
contemporary, “jazzy” voice.
Irving Berlin: Jerome Kern once said “Irving Berlin has no “place” in American
music; Irving Berlin IS American music.” Berlin, indeed, possessed an incredible ability
to tap into the current trends in American music and was able to then write songs which
reflected and reinforced the taste of the general public. In this respect Berlin stands to
some degree apart from the discipline of music. He was and is a true cultural icon. He is
similar in some respects to Bob Dylan. Neither was a particularly gifted or even
competent musician but they both embody specific time periods as the principal cultural
touchstones; for Berlin 1910-1925 and for Dylan 1962-1975. Berlin was famous for
being able to express emotions in a straightforward way with a simple melody. In some
respects, he was a better lyricist than a composer. The harmonic and contrapuntal aspects
of his songs were always realized in notation by one of his musical secretaries. In short,
Berlin did not reflect a signature writing style; he adapted to changing popular trends
constantly morphing with a chameleon-like ability. He did, however, consistently employ
a few favorite devices including a preference for syncopated rhythms and modally mixed
melodies at the surface level of his songs. It does not come as a surprise that an individual
like Berlin who was driven by an internal compulsion to succeed and rise socially would
become a consummate businessman.
George Gershwin: Gershwin was a true musical genius, in some respects he was
America’s Mozart. Because of his great success in exploring the larger forms of concert
467

music (symphony, concerto, and grand opera), Gershwin did not feel compelled to
expand the formal and stylistic constraints of popular song. However, the 32 bar songs
that he composed are musical marvels in miniature. He was also quite fortunate to have
collaborated with one of the greatest lyricists, his brother Ira. The collaboration between
these two created a “perfectly fitting glove.” Gershwin, as a songwriter, employed several
distinctive devices. He frequently begins a song with a rest which creates an immediate
syncopated effect as in “I Got Rhythm.” Usually the syncopation is reinforced by a
beautifully composed piano accompaniment. He loves the effect of blue notes from jazz
and uses them throughout his entire oeuvre. He was fascinated by repetitive rhythmic
motives as in “The Man I Love,” and he utilizes them to coincide with the division of 8
measures into a two 4-bar sequence. His compositional ingenuity is often revealed in the
long linear progressions in his melodic lines which frequently occur across formal
boundaries, creating a seamless long melodic line made up of shorter fragmented units at
the surface level. A good example occurs in “Somebody Loves Me.”
Cole Porter: Porter, the forever sophisticated bon-vivant urbane millionaire
Francophile, experimented with the formal prototypes of song and also challenged the
normal tonal processes of popular song at a variety of structural levels. His songs are
inundated with major/minor modal mixtures, disguising the actual tonality to the very last
minute in songs such as, “What Is This Thing Called Love?” and “You’d Be So Nice to
Come Home To.” He, also, experimented with quirky melodic shapes featuring leaps at
unexpected times and he also contrasted melodic phrases with apparently excessive leaps
with those which are very static with many repeated notes. Porter and Harold Arlen wrote
468

the most musically complex songs of this era. Porter was in addition a masterful lyricist.
The long descending melodic lines of “Just One of Those Things” and “I’ve Got You
under My Skin,” are so beautifully combined with his masterful lyrics, that they present a
deeply painful insight into the tormented life of Porter’s private fantasy world.
I have selected a handful of representative songs by each composer for analysis.
Each composer has, of course, many other songs which are included as standards in the
American songbook. Below is a partial listing of other significant contributions by each
composer.
1) Kern: “Till The Clouds Roll By,” “Who,” “Can’t Help Lovin’ Dat Man,” “Bill,”
“Make Believe,” “I Won’t Dance,” “Lovely To Look At,” “Pick Yourself Up,”
“The Folks Who Live On The Hill,” “The Last Time I Saw Paris,” “Long Ago
And Far Away,” “Sure Thing,” “In Love In Vain,” “All Through The Day.”
2) Berlin: “Always,” “Change Partners,” “Count Your Blessings,” “Doin’ What
Comes Natur’lly,” “Easter Parade,” “The Girl That I Marry,” “Heat Wave,” “I
Got The Sun In The Morning,” “I Love A Piano,” “I’ve Got My Love To Keep
Me Warm,” “Play A Simple Melody,” “Shaking The Blues Away,” “Soft Lights
And Sweet Music,” “There’s No Business Like Show Business,” “This Year’s
Kisses,” “Top Hat, White Tie And Tails.”
3) Gershwin: “Bess You Is My Woman Now,” “Bidin’ My Time,” “But Not For
Me,” “A Foggy Day,” “Funny Face,” “I Got Plenty Of Nothin’,” “It A’int
Necessarily So,” “I’ve Got A Crush On You,” “Let’s Call The Whole Thing Off,”
“Love Is Sweeping The Country,” “Love Walked In,” “’S Wonderful,” “Someone
469

To Watch Over Me,” “Strike Up The Band,” “They All Laughed,” “They Can’t
Take That Away From Me,” “I Loves You Porgy,” “Summertime.”
4) Porter: “All Of You,” “At Long Last Love,” “Friendship,” “From This Moment
On,” “Get Out Of Town,” “I Concentrate On You,” “I Get A Kick Out Of You,”
“I Love Paris,” “I Love You,” “In The Still Of The Night,” “It’s All Right With
Me,” “It’s De-Lovely,” “Let’s Do It,” “Love For Sale,” “My Heart Belongs To
Daddy,” “True Love,” “Well, Did You Evah?,” “You’re The Top.”
Because of the spatial limitations of this paper, I have limited the discussion to the
four composers who were born in the late 19
th
century. The composers Richard Rogers
and Harold Arlen were born in the first decade of the 20
th
century and are in many
respects parallel figures to the composers studied in this paper. Richard Rodgers’ career
falls into two clear parts. During the first part of his career he worked with the lyricist
Lorenz Hart. Rodgers’s songs during this period are witty, clever and frequently brilliant.
Songs from this partnership include “Manhattan,” “Spring Is Here,” “Isn’t It Romantic,”
“Dancing On The Ceiling,” “Blue Moon,” “This Can’t Be Love,” “My Funny Valentine,”
And “The Lady Is A Tramp.” However, with his second collaborator, Oscar
Hammerstein II, this team became the most powerful and important creators on
Broadway and wrote many ground-breaking musicals including Oklahoma!, Carousel,
South Pacific, and The Sound Of Music. The popular songs written by Rodgers and
Hammerstein include “It Might As Well Be Spring,” “People Will Say We’re In Love,”
“If I Loved You,” “June Is Burstin’ Out All Over,” “Some Enchanted Evening,” And
470

“My Favorite Things.” These songs are more formal and serious but are also more turgid
and can be on occasion over-bearing.
Harold Arlen was famous for his integrating of African-American jazz idioms with
his Jewish background as a professional singer (his father was a famous cantor). He
wrote many popular songs filled with lines from the blues tradition: “It’s Only A Paper
Moon,” “Let’s Fall In Love,” “Over The Rainbow,” “Blues In The Night,” “That Old
Black Magic,” “Stormy Weather,” “Come Rain Or Come Shine,” “Get Happy,” “Last
Night When We Were Young” And “The Man That Got Away.” A strong argument can
be made that Arlen’s songs are the most consistently excellent of all of these composers.
Two composers who originated within the Jazz tradition, Duke Ellington and Hoagy
Carmichael also made significant contributions to the American song idiom: Ellington
wrote, “Come Sunday,” “Don’t Get Around Much Anymore,” “I Got It Bad And That
Ain’t Good,” “In A Sentimental Mood,” “It Don’t Mean A Thing,” “Prelude To A Kiss,”
“Mood Indigo,” “Satin Doll,” “Sophisticated Lady” and “Solitude.” Carmichael wrote
songs which evoke aspects of the nostalgic “American past” and he later appeared in
several movies as a performer. He wrote “Georgia On My Mind,” “Heart And Soul,”
“Lazy River,” “The Nearness Of You,” “Skylark,” and “Star Dust.”
When movie musicals became an important genre during 1930s, there was a great
demand for songs and also underscores. The composers who supplied this material for
Hollywood movies included Nacio Herb Brown, Johnny Mercer, Richard Rainger, James
Van Heusen, Harry Warren and Richard Whiting among many others. It was, indeed,
amazing how rapidly they were able to produce music for the movies. It is also a shame
471

many of their excellent songs disappeared temporarily with the mediocre movies in
which they appeared. Happily, many of the songs were salvaged by jazz singers and
instrumentalists. A partial listing of their significant songs include, Brown’s “You Were
Meant For Me,” “You Are My Lucky Star,” “Temptation,” “Singin’ In The Rain” and
“All I Do Is Dream Of You”; Mercer’s “Somethings Gotta Give,” “I Remember
You,”(lyric) “That Old Black Magic,”(lyric) “Blues In The Night,” (lyric) “Dearly
Beloved” (lyric); Rainger’s “Thanks For The Memory,” “Love In Bloom; Van Heusen’s
“Polka Dots And Moonbeams,” “Imagination,” “Moonlight Becomes You,” “But
Beautiful,” “Here’s That Rainy Day”; Warren’s “You’re Getting To Be A Habit With
Me,” “I Only Have Eyes For You,” “There’ll Never Be Another You,” “You’ll Never
Know,” “The More I See You”; and Whiting’s “Beyond The Blue Horizon,” “Hooray
For Hollywood,” “Breezin’ Along With The Breeze,” “A’int We Got Fun.”
The succeeding generation of composers who specialized in Broadway musicals
include: 1) Leonard Bernstein, 2) Gene De Paul, 3) Cy Coleman, 4) John Kander, 5)
Burton Lane, 6) Frank Loesser, 6) Frederick Lowe, 7) Jerry Ross, 8) Arthur Schwartz, 9)
Stephen Sondheim, 10) Charles Strouse, and 11) Jule Styne. A listing of some of the
significant songs from their musicals include, Bernstein’s “New York, New York,”
“Lonely Town,” “Maria,” “Tonight,” “I Feel Pretty,” “Somewhere”; De Paul’s “You
Don’t Know What Love Is,” “When You’re In Love”; Coleman’s “With Every Breath I
Take,” “I’ve Got Your Number,” “Big Spender”; Kander’s “Cabaret,” “All That Jazz”;
Lane’s “Everything I Have Is Yours,” “How About You,” “I Hear Music,” “Old Devil
Moon,” “On A Clear Day”; Loesser’s “Baby It’s Cold Outside,” “A Bushel And A
472

Peck,” “Heart And Soul,” “I Believe In You,” “If I Were A Bell,” “Luck Be A Lady,”
“On A Slow Boat To China,” “Standing On The Corner”; Lowe’s “Almost Like Being In
Love,” “If Ever I Would Leave You,” “I Could Have Danced All Night,” “On The Street
Where You Live,” “I’ve Grown Accustomed To Her Face”; Ross’s “Hey, There,”
“Steam Heat,” “Whatever Lola Wants”; Schwartz’s “What A Wonderful World,”
“Dancing In The Dark,” “Alone Together,” “Haunted Heart,” “I Guess I’ll Have To
Change My Plan”; Sondheim’s “The Ladies Who Lunch,” “Broadway Baby,” “Send In
The Clowns,” “Pretty Lady”; Strouse’s “Tomorrow,” “Put On A Happy Face,” “A Lot
Of Livin’ To Do”; Styne’s “Diamonds Are A Girl’s Best Friend,” “Don’t Rain On My
Parade,” “Everything’s Coming Up Roses,” “Guess I’ll Hang My Tears Out To Dry,” “I
Fall In Love Too Easily,” “Just In Time,” “People,” “Time After Time.”
During the late 20
th
century, developments in technology and the enormous
economic considerations involved in the production of Broadway musicals have come to
define the nature of the musical show in an entirely different manner. This has resulted in
mega-musicals such as Cats and The Phantom of the Opera. The representative
composers in this movement are Andrew Lloyd Webber and Claude-Michel Schonberg.
Unfortunately these shows are almost completely lacking in humor, grace, subtlety and
musical sophistication. Perhaps the film critic Roger Ebert expressed it best in his review
of the film version of The Phantom of the Opera when he said, “the problem with this
film is that the characters seem to be always singing the same song, and it isn’t a very
good song.” However, all is not lost. There are a number of very gifted young composers
who are keeping the tradition of American song very much alive. Just as many of our best
473

concert music composers are somewhat “hidden” in the universities these composers’
works are performed in San Diego, Seattle, Boston, Toronto, and other venues slightly
off the radar of Broadway and television. A short listing of these composers includes 1)
Michael John LaChiusa, 2) Adam Guettel, 3) Jason Robert Brown, 4) Steve Marzullo, 5)
Ricky Ian Gordon, and 6) Jenny Giering. The singers Audra McDonald and Barbara
Cook specialize in performing and recording their works. These composers’ music (and
this includes Sondheim) may not occupy the largest theatres on Broadway in 2007
however, the music exists underground and is maintaining the integrity of the tradition
that their forefathers created in the beginning of the last century.

474

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Abstract (if available)

Abstract The history of musical composition in American culture reveals a complex and diverse set of intentions and aspirations. Scholars have identified four essential aesthetic courses that have been utilized by American composers: 1) adaptation of the European models of symphony, opera, chamber music (Copland, Barber, Carter, etc.)

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David Ward-Steinman and his oratorio The Song of Moses: an appreciation and analysis

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Creator Choi, Jaehee (author)

Core Title They do that voodoo so well: a critical examination of selected songs of the founders of the American standard songbook

School Thornton School of Music

Degree Doctor of Philosophy

Degree Program Music (Music Theory)

Publication Date 11/21/2007

Defense Date 10/25/2007

Publisher University of Southern California (original), University of Southern California. Libraries (digital)

Tag American standard songbook,OAI-PMH Harvest,selected songs,the founders

Place Name USA (countries)

Language English

Advisor Lauridsen, Morten (committee chair), Crookston, William (committee member), Lesemann, Frederick (committee member)

Creator Email jaeheech@usc.edu

Permanent Link (DOI) https://doi.org/10.25549/usctheses-m938

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