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Ain't Misbehavin'

Written: 1929

Music by: Thomas Fats Waller
and Harry Brooks

Words by: Andy Razaf

Written for: Hot Feet/Connie's Hot Chocolates (revue)

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Randy Crawford and the Joe Sample Trio


"Ain't Misbehavin'"

at Lugano, Switzerland July, 2005.

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"Ain't Misbehavin'"

Critics Corner || Lyrics Lounge

More Sources: See Critics Corner (below).

Other songs written for the revue Hot Chocolates currently included in the Cafe Songbook Catalog of The Great American Songbook:

1. Black and Blue

About the revue Hot Feet/Connie's Hot Chocolates

Hot Feet/Connie's Hot Chocolates: Hot Feet was an all black revue that opened in Harlem at Connie's Inn in 1929 and was popular enough to move to Broadway's Hudson Theater later that year, where it was renamed Connie's Hot Chocolates. Louis Armstrong made his New York debut playing a distinctive trumpet in the Orchestra. Between acts the young Armstrong rendered "Ain't Misbehavin'" so distinctively that he was given another chorus to perform after Margaret Simms and Paul Bass introduced the number as a love duet during the first act. The show was also a springboard to fame for Cab Calloway who replaced Bass later in the show's run. (originally from WICN radio, web page, no longer available).

Hot Feet opened at Connie's Inn on February 28, 1929. Barry Singer, Razaf's biographer, quotes a review of the show from the Pittsburgh Courier as saying, "This is the first floor show of New York's exclusive night clubs to entirely the work of men of color" (Singer, p. 205)

Critics Corner

Maurice Waller and Anthony Calabrese. Fats Waller. New York: Schirmer Books, 1977

Many accounts of how"Ain't Misbehavin'" was conceived have been floated. The "true story" according to Maurice Waller, Fats' son, is less exotic than most of the others.

The Two songwriters [Waller and Razaf] had a job to do for Hot Chocolates' transition to Broadway [from Connie's Inn in Harlem], so they went over to Andy's Harlem apartment to write some music. Dad sat at the piano waiting to "become pregnant with an idea," as he used to put it. Andy sat silently with a pad and pencil, methodically ticking ideas off. He came up with the first two lines and asked Dad his opinion. Pop thought for a moment and then tried to match the music with the lyric. Dad's melodic line triggered the key phrase ("Ain't Misbehavin'") in the lyric and Andy's lyric launched more music. In less than half an hour the two men fed each other ideas so successfully that the song was almost an effortless lark" (Waller and Calabrese. Fats Waller, 1977, p. 86).

book cover: Black and Blue the Life and Lyrics of Andy Razaf by Barry Singer
Barry Singer, Black and Blue The Life and Lyrics of Andy Razaf. New York: Schirmer Books, 1992.

As for the more exotic versions of the story, Andy Razaf's biographer, Barry Singer lets us know, Waller was inclined, "in later years" to call 'Ain't Misbehavin' "The Alimony Jail Song." He claimed to have written it while in alimony jail. Needing $250 dollars to get out, he he managed to get a "miniature piano" delivered to his cell and within two days had written the song, which his lawyer sold to a publisher to raise the necessary funds to spring him.

Singer also presents Razaf's recollection of how the song was written: During rehearsals for the Broadway review Connie's Hot Chocolates, Razaf showed up at Waller's apartment on 133rd street in Harlem. Waller was in his pajamas at the piano playing "a marvelous strain, which was complicated in the middle. I straightened it out with the 'no one to talk with, all by myself' phrase . . . which led to the phrase 'ain't misbehavin,' which I knew was the title. The whole thing took about forty-five minutes." The two of them then went to their publisher's office where they sold the song and then to the theater where it was arranged by Harry Brooks for the show (Singer, Black and Blue, 212-14).

Ken Bloom, The American Songbook, The Singers, The Songwriters and the Songs. New York: Black Dog and Leventhal Publishers, 2005

Ken Bloom quotes Harry Brooks, who generally receives co-credit for the music, as presenting yet another aspect of how "Ain't Misbehavin" was written. The composition was, according to Brooks, "an attempt to copy the successful formula Gershwin used for 'The Man I Love.' We imitated the opening phrase that began just after the first beat and the minor part of the bridge, too."
Ken Bloom, The American Songbook, The Singers, The Songwriters and the Songs. New York: Black Dog and Leventhal Publishers, 2005, p. 302.

Book cover: Alec Wilder, "America's Popular Song"
Alec Wilder, American Popular Song The Great Innovators, 1900-1950, New York: Oxford University Press, 1972.

Thomas Hischak, The Tin Pan Alley Song Encyclopedia, Westport CT: Greenwood Press, 2002

Alec Wilder, whose book American Popular Song is a classic, comments on Harry Brooks claim that he and Waller consciously imitated Gershwin's "The Man I Love" (See just above). Wilder writes, "There is a tale that the composers of this song deliberately set out to fashion a new melody on the harmony of another famous one. It's of no matter, as they found a good rhythm ballad" (Wilder, American Popular Song, p. 467).

Thomas Hischak calls "Ain't Misbehavin'" a "timeless jazz lament of a faithful lover who stays at home listening to the radio and is 'savin' my love for you' even though the lusty music and the sly tone of voice make one question the sincerity of the statement," and he adds, "one of the song's distinctive qualities is its contagious use of changing harmonies." (Hischak, The Tin Pan Alley Song Encyclopedia, p. 6).

Ain't Misbehavin'
(1978 Original Broadway Cast album)

Book cover" William Zinsser, "Easy to Remember"
William Zinsser. Easy to Remember The Great American Songwriters and Their Songs. Jaffrey, New Hampshire: David R. Godine, 2001.

William Zinsser elaborates on Wilder's point when he writes, "African-Americans have been credited with writing so few popular standards that anyone might think they were writing a different kind of music. But the music composed by American blacks in the early years of the 20th century is one of the cornerstones of American popular song. Theirs was the jazz and ragtime sensibility that George Gershwin, Harold ARlen and many other white song-writers went to Harlem to draw inspiration from."

Commenting on the collaboration between Razaf and Waller, Zinsser notes that the "endlessly fertile" Waller was someone out of whom "tumbled songs of high exuberance as fast as his hands touched the keys ('Squeeze Me,' 'The Joint is Jumpin'). He could match Razaf's playful side ('Honeysuckle Rose') and also his serious concerns, as in the poignant race song 'Black and Blue' ('What did I do to be so black and blue?')" (Zinsser. Easy to Remember, pp. 71, 74).

Lyrics Lounge

Click here to read the lyrics for "Ain't Misbehavin'," as sung by Sarah Vaughan, who sings the refrain only.

Razaf and Waller had constructed the song with two verses, one preceding the refrain and the other following it. Very few artists have included either, most just singing the refrain, as Sarah does, and for that matter, as Waller himself does in the movie Stormy Weather. Here are two verses they omit:

Verse 1

Though it's a fickle age,
With flirting all the rage,
Here is one bird with self-control,
Happy inside my cage.
I know who I love best,
Thumbs down on all the rest,
My love was given heart and soul,
So it can stand the test.


No one to talk with,
All by myself, . . .

Verse 2

Your type of man is rare,
I know you really care,
That;s why my conscience never sleeps
When you're away somewhere.
Sure was a lucky day
When fate sent you my way,
And made you mine alone for keeps,
Ditto to all you say.

Repeat Refrain

Maxine Sullivan's 1956 recording gives the lyric a more contemporary context by changing the "radio" in the lyric to a TV, the Fifties being the decade during which TV emerged as the dominant entertainment medium. After getting home "about eight" she is alone not with her radio, as she would have been when Waller and Razaf wrote the song in the late Twenties, but with her "video." And she begins the song by eliminating Razaf's verse and substituting her own:

Channel 4, Channel 2,
What a Bore,
Where are You?
I'm a lonesome Jill
Without a Jack,
Cause the TV set
Just won't call back.

You can listen to the other changes she introduces into the lyric, including an entirely different second verse by playing the music-video of her performance in the Cafe Songbook Record Cabinet.

Fats Waller, known for his philandering ways, "endlessly truant" as William Zinsser called him, was apparently someone who lived to misbehave. Waller provided a contrast to his more conservatively inclined lyricist, Andy Razaf. In such a context, Razaf may have found that his lyric for Fats' melody had its ironies. Razaf's singer is a model of faithfulness, who, when he is alone in his room, has no inclination to misbehave, no thought of anyone beside his true love. As Philip Furia points out, Razaf has "his solitary singer rejoice to be 'home about eight' and alone in his room—'just me and my radio'—since such isolation is a sign that he is happily faithful to his absent lover. As the singer celebrates that lonely fidelity with increasing fervor, the space of the tiny room constricts even further,

like Jack Horner,
in the corner,
don't go nowhere,
what do I care?"

No room for misbehavin' here!

Quotations from Furia, The Poets of Tin Pan Alley
p. 87.
Book cover: Philip Furia, The Poets of Tin Pan Alley"
Philip Furia, The Poets of Tin Pan Alley: A History of America's Great Lyricists,
New York: Oxford University Press, 1990.


Authoritative lyrics for "Ain't Misbehavin'" can be found in:

Reading Lyrics,
Edited and with an Introduction by Robert Gottlieb and Robert Kimball, New York: Pantheon Books, 2000.


Ain't Misbehavin' sheet music cover
Vintage sheet music
"Ain't Misbehavin'"
music by Fats Waller
words by Andy Razaf
from the musical revue
Connie's Hot Chocolates

Click here to read Cafe Songbook lyrics policy.

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The Cafe Songbook
Record/Video Cabinet:
Selected Recordings of

"Ain't Misbehavin'"

Albums shown below include a track of this song and are listed chronologically by original recording date of the track.
Wherever possible a YouTube music video with either the same performance of the song or another performance of it by the same artist is included.

Performer/Recording Index
(*indicates accompanying music-video)

Louis Armstrong

Album: Satch Plays Fats
The Music of Fats

Amazon iTunes

Notes: This album contains two versions of Ain't Misbehavin'," one from 1929 (the year the song was written) to as late as late 1955. Personel on the 1929 version heard on the music-video below: Drums - Arthur "Zutty" Singleton; Piano - Gene Anderson; Alto Sax - Bert Curry and Crawford Wetherington; Violin - Carroll Dickerson; Saxophone [Tenor] - Jimmy Strong; Trombone - Fred Robinson; Trumpet - Homer Hobson and Louis Armstrong; Vocal - Louis Armstrong.
Louis Armstrong and His Orchestra recording of "Ain't Misbehavin'" from July 19, 1929, New York City, same as track 16 on the album above.
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Fats Waller and his Rhythm

Album: The Very Best of
Fats Waller

album cover: "The Very Best of Fats Waller"

Amazon iTunes icon

Video: Waller performing his song in the 1943 movie Stormy Weather with Lena Horne, dancer Bill "Bojangles" Robinson, drummer Zutty Singleton, bassist Slam Stewart, and trumpeter Benny Carter. Waller died at thirty-nine within months of completing the movie.)

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Stormy Weather (DVD)

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Anita O'Day
with The Nat King Cole Trio
Albums: various


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Sarah Vaughan

Album: Sarah Vaughan in Hi-Fi

Amazon iTunes

Notes: "She recorded eight selections [from the album] in 1950 with an octet that included trumpeter Miles Davis, trombonist Benny Green, the remarkably cool clarinetist Tony Scott and tenorman Budd Johnson. This CD adds alternate takes to seven of the numbers, increasing the discography of both Sassy and Miles. This version of "Ain't Misbehavin'" is a true classic (with memorable eight-bar solos by each of the four horns)." -- from the iTunes album review.

Art Tatum
Album: The Best Of The Complete Pablo Solo Masterpieces

Amazon iTunes icon

Notes: "The Best of the Pablo Solo Masterpieces collects 20 tracks from the original seven-disc box set of recordings made by influential jazz pianist Art Tatum between 1953 and 1956. Featuring Tatum alone at the piano, producer Norman Granz intended these sessions as a spotlight for the artist, and as such, they deliver a portrait of the genius technician in the latter stage of his career. Although Tatum's brilliant early work is the place to start listening to his unique style, the Pablo sessions are nonetheless essential listening for Tatum fanatics. Also, given the exhaustive nature of the original 120-track box set, this compilation is a welcome development." ~ Matt Collar at CDUniverse.com.

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c. 1955
Carmen McRae

Album: The Diva Series

Amazon iTunes

Notes: "This collection covers [McRae's] work in the mid-'50s for Decca both with small groups and larger orchestras. . . . Each of the 16 tracks here is like a primer on how to be a vocalist, jazz or otherwise. McRae's entry in Verve's Diva Series is a fine introduction to her 1950s recordings." --from iTunes album review.

Maxine Sullivan

Album: A Tribute to Andy Razaf

Amazon iTunes

Notes: "This is one of her better recordings. She is backed by some of the great names of jazz including Charlie Shavers, Buster Bailey, and Dick Hyman to name a few." from Amazon reviewer, Hap.
Sullivan includes the verse but sticks it in the middle of the refrain.

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Dinah Washington

Album: The Complete Dinah Washington On Mercury
Vol.5 (1956-1958)

Amazon iTunes icon

Dave Brubeck and Jimmy Rushing

Album: Brubeck and Rushing
The Dave Brubeck Quartet with vocals by Jimmy Rushing

Amazon ITunes

Notes: "Although associated with the more modern styles of jazz, Brubeck always had a great respect (if not reverence) for the masters of the past. On ten standards Brubeck, altoist Paul Desmond and the Quartet fit in perfectly behind the great swing/blues singer Jimmy Rushing who sounds rejuvenated by the fresh setting. This disc, a surprising success, is well worth searching for." -- iTunes review

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Ella Fitzgerald and Count Basie

Album: Ella and Basie!

Amazon iTunes icon

Notes: "Surprisingly enough this 1963 LP was the first time (other than a couple songs) that Ella Fitzgerald and Count Basie recorded together. (The match-up was so logical that it would be repeated many times over the next 20 years. ) Fitzgerald sounds fine and, even if Quincy Jones' arrangements did not give the Basie musicians as much space for solos -- although two songs do feature a bit of trumpeter Joe Newman, trombonist Urbie Green and Frank Foster on tenor -- this is an enjoyable effort. High points include 'Honeysuckle Rose,' 'Them There Eyes' and 'Shiny Stockings.' ~ Scott Yanow at CD Universe.com.
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Floyd Pepper and Electric Mayhem
(as Muppets) perform "Ain't Misbehavin'" on The Muppet Show. Season 01, ep 02., Jan. 1976.

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Dick Hyman

Album: Dick Hyman Plays
Fats Waller

Amazon iTunes icon

Notes: Strange as it seems, pianist Dick Hyman was not present at the recording session that resulted in this CD. Months earlier, Hyman performed 15 Fats Waller songs on the Bosendorfer 2905E reproducing piano in New York. A computer floppy disc of the date was sent to California where it was recorded direct to CD. But more important than the technology involved is the music itself. Sometimes Hyman seems to take these pieces a little too seriously, treating "African Ripples" and "Viper's Drag" as if they were classical music but, to his credit, his treatment of the Waller compositions (mixing in the familiar with obscurities such as an enthusiastic "I'm Goin' To See My Ma" and a very complex version of "Bach Up To Me") does not attempt to copy Fats' style. A surprisingly uptempo version of "Stealin' Apples" and a thoughtful rendition of "Ain't Misbehavin'" are among the highpoints. Recommended. ~ Scott Yanow at CDUniverse.com.

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Topsy Chapman and Rebecca Kilgore
(vocals) Duke Heitger, (trumpet) Dan Barrett (trombone) John Sheridan, (piano)--
Live at The Spiegeltent, Edinburgh Jazz Festival - August 2008.

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Jessica Molaskey

with John Pizzarelli and Aaron Weinstein
Album: A Kiss to Build a Dream on

Amazon iTunes

"Vocalist Jessica Molaskey managed to parlay an extremely successful career in musical theater into an equally successful career as a recording artist. Often accompanied by her husband, guitarist John Pizzarelli (a successful recording artist in his own right), Molaskey favors hip, jazzy treatments of standards and gems from the American songbook, an inclination continued on 2008's A KISS TO BUILD A DREAM ON. John and Bucky Pizzarelli guest on guitar, and Martin Pizzarelli plays bass and Aaron Weinstein plays violin. The song selections include 'Tea for Two,' 'You're Nobody Til Somebody Loves You' and 'Ain't Misbehavin'.' -- from CDUniverse.com

Willie Nelson

with Joe Sample (piano), Christian McBride (bass) and Lewis Nash (drums)
arrangement by Johnny Mandel
Album: American Classic

Amazon iTunes icon

Notes: "2009 release from the Country/Pop icon. American Classic is Willie Nelson's return to the Great American Songbook, a crossover standards album by the man who invented the genre with his landmark, best-selling 1978 album Stardust, which has been certified five-times Platinum by the RIAA. Produced by Tommy LiPuma and featuring guest duet partners Norah Jones on the classic tale of seduction 'Baby It's Cold Outside' and Diana Krall on 'If I Had You.' " from Amazon Editorial Review

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