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All I Do Is Dream of You

Written: 1934

Music by: Nacio Herb Brown

Words by: Arthur Freed

Written for: Sadie McKee (movie)

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On the Main Stage at Cafe Songbook

Stacey Kent
with Colin Oxley (Guitar), David Newton (Piano), Dave Chamberlain (Bass), Matt Home (Drums)


"All I Do Is Dream of You"
(from album "The Boy Next door)

(c. 2003)

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Cafe Songbook Reading Room

"All I Do Is Dream of You"

Critics Corner || Lyrics Lounge

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


For a complete listing of songs used in this movie, see IMDB SoundTrack.



The Joan Crawford Collection, Vol. 2 (A Woman's Face / Flamingo Road / Sadie McKee / Strange Cargo /
Torch Song)

Written for Sadie McKee (Movie, 1934)

Sadie McKee: Movie directed by Clarence Brown, starring Joan Crawford, Gene Raymond, Franchot Tone, and Edward Arnold. All I Do Is Dream of You is the main musical motif in the film, first sung by Tommy Wallace (Gene Raymond) as he is falling for Sadie McKee (Joan Crawford). Later, Wallace, who has deserted Sadie for show business and a new lover, is sitting in a theater box as part of an on-stage act. He begins by singing the song to his partner (who is off-camera on stage), but when he spots Sadie, whom he still loves, sitting in the audience, he fixes his attention on her.

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Although Debbie Reynold's performance in Singin' in the Rain (See just below.) is the most well known version of "All I do is Dream of You," Gene Raymond's is the first. Interestingly, Arthur Freed who wrote the song's lyric for Raymond to sing in Sadie McKee in 1934, became the producer of Singin' in the Rain almost twenty years later in 1952, choosing some of his own previously written songs for the score, including the title song.

Singin' in the Rain

Use in Productions Other Than the Movie it was Written for


A Night at the Opera, performed by Chico Marx on piano, 1935. (View video of Chico playing in the Record/Video Cabinet.)

Singin' in the Rain, (1952) performed by Debbie Reynolds and Girls Chorus. Apparently the intention was that Gene Kelly (who is in the scene) would also sing a version of "All I Do is Dream of You," because an out-take of his performance exists. Kelly did it as a ballad more like Raymond's performance in Sadie McKee (See above.), with Debbie's "boop-boop-a-doop style" nowhere to be heard. A track of Kelly's version, althoug dropped from the film, is on the Soundtrack album, available at Amazon (with MP3 sample). Here is Debbie:

Debbie Reynold performs "All I Do Is Dream of You"
in the movie Singin' in the Rain, 1952.


The Affairs of Dobie Gillis, performed by Debbie Reynolds and Bobby Van, 1953

Book Cover: Joel Whitburn, "Pop Memories 1890-1954"
Joel Whitburn,
Pop Memories 1890-1954: The History of American Popular Music
, 1986

Early Recordings That Made the Charts
(year and chart #)

Jan Garber, 1934 (1); Henry Busse, 1934 (9); Freddy Martin, 1934 (11)

Source: Joel Whitburn, Pop Memories, 1890-1954, Menomonee Falls, WI: Record Research Inc., 1986.
For later recordings, go to the Cafe Songbook Record Cabinet.

Critics Corner


Philip Furia, The Poets of Tin Pan Alley: A History of America's Great Lyricists,
New York: Oxford University Press, 1990.

Philip Furia and Michael Lasser,
America's Songs: The Stories Behind the Songs of Broadway, Hollywood, and Tin Pan Alley, New York: Routledge, 2006.


Philip Furia in his book The Poets of Tin Pan Alley makes a case that "All I Do Is Dream of You," along with other Brown and Freed Songs such as "You Are My Lucky Star," finds its place as an ironic link between different eras of the The Great American Songbook:

Although Freed and Brown were primarily West Coast songwriters (Brown had never set foot in Tin Pan Alley), they nevertheless had all the old Alley formulas down pat: simple rhymes and harmonies, back-to-back box-like phrases, and sentiments that never ventured beyond the tritest romantic cliches. Even though they wrote most of their hits [including "All I Do Is Dream of You" and "You Are My Lucky Star"] in the 1930's, Freed and Brown's songs sound as if they were written in the 1920's, at the height of the era of "bone-simple" music and lyrics. So perfectly anachronistic are such songs that they were later used in Singin' in the Rain (1952), a film musical (produced by Freed) about the birth of the talkies in the mid-1920's (Philip Furia, The Poets of Tin Pan Alley p. 235 paper bound edition).

To see these qualities come to life, view Brown's and Freed's 1934 song in a 1920's boop-boop-a-doop style" as performed by Debbie Reynolds' in the 1952 movie Singin' in the Rain of

Philip Furia with Michael Lasser in their book America's Songs point out that Reynolds' singing of "All I Do Is Dream of You" in the movie is one of the only songs she actually sings herself, and is part of an ironic three ring Hollywood circus of dubbing:

In most of her other songs, including those in which she appears to be dubbing Lena Lamont (played by Jean Hagen), Reynolds voice was dubbed by Betty Royce. To compound the irony, at one point, when Reynolds appears to be dubbing the speaking voice of Jean Hagen, Hagen actually dubbed for her. "Jean's voice is quite remarkable, and it was supposed to be cultured speech," director Stanley Donan explained, "and Debbie had this terrible western noise." For a movie about the "smoke and mirrors" of filmmaking, these ironies should not be surprising. (Philip Furia and Michael Lasser, America's Songs, pp. 235-6, hard bound edition).

Lyrics Lounge

Arthur Freed provided two verses for "All I Do Is Dream of You." One precedes the refrain and the other follows it (See below.)--with the refrain meant to be repeated after the second verse. Most singers drop both verses. Even in Gene Raymond's rendition in Sadie McKee, the movie for which the song was written, no verse is heard. Other performers use one or the other of the verses. For example, Judy Garland begins with the first verse whereas Leslie Hutchinson begins the song with the second. Neither sings both. The only singer we have come across who manages to include both is Michael Feinstein, but he does it in a Medley that interweaves "All I Do Is Dream of You" with another Freed/Brown standard, "You Are My Lucky Star." Nevertheless, as is so often his wont being a scholar as well as a performer, he manages to include all the words and notes the lyricist and composer wrote.

Here Are the two verses:

Verse 1
Out of a clear blue sky
Into my heart you came,
Not for a day
But here to stay.
I'll always feel the same.

All I do is dream of you the whole night through.
With the dawn, I still go on and dream of you
. . . . etc.

Verse 2
When ev'ry day begins,
when ev'ry day is done,
Here in my heart,
Never to part,
You'll always be the one.

Repeat refrain.

The complete and authoritative lyrics for "All I Do Is Dream of You" can be found in

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

Click here to read Cafe Songbook lyrics policy.

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("All I Do Is Dream of You" page)


Credits for Videomakers of custom videos used on this page:

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The Cafe Songbook
Record/Video Cabinet:
Selected Recordings of

"All I Do Is
Dream of You"

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)

Chico Marx

from the Marx Brothers movie
A Night at the Opera

Chico plays "All I Do Is Dream of You" in his inimitable fashion for a group of children whom he charms--as he does us. This early rendition was instrumental in sending the song on its way to becoming a standard.

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A Night at the Opera (DVD)

Leslie Hutchinson

Leslie Hutchinson, a leading British cabaret singer of the early 20th century, includes the verse for "All I Do Is Dream of You," which is rarely heard--not even in Gene Raymond's original performance in the clip from the movie (at left) for which the song was written.
(A CD album titled "Hutch" that includes the track on the video below is currently unavailable at both iTunes and Amazon -- but you can listen to it here:

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Judy Garland

Album: At the Movies, Judy Garland

(out-take from Andy Hardy Meets Debutante, 1940)

final take, on album, though cut from movie


Notes: Judy recorded "All I Do Is Dream of You" (with the verse) for her second role in which she played Betsy Booth in Andy Hardy Meets Debutante in 1940, but, the song was cut. Fortunately pre-recordinga survives, including takes 1 & ( see above). The track on the first video below is an outtake during which Judy is interrupted by the production person to make a lyrics correction. On the second video we apparently have a final take:

Benny Goodman Trio

Album: The Complete Capitol Trios


Amazon iTunes

Notes: "Digitally remastered using 24-bit technology by Ron McMaster, The Complete Captiol Trios is a long-overdue reissue of the five trio sessions Benny Goodman led for Capitol Records. The five sessions are easily broken down into two categories -- recordings from 1947 and recordings from 1954. The highlights of the 1947 recordings are sessions with pianist Teddy Wilson and drummer Jimmy Crawford. This provided Goodman an opportunity to reunite with Wilson who he had toured with in the late '30s in a trio with drummer Gene Krupa. Goodman and Wilson have a real ease to their interaction and the results are positively joyful. There are three other recordings from 1947, featuring pianist Jimmy Rowles and drummer Tom Romersa; these are good, but not quite as delightful as their 1947 companions. However, the 1954 recordings -- all featuring pianist Mel Powell, four featuring drummer Eddie Grady, and two featuring drummer Bobby Donaldson -- are equally wonderful, filled with good humor, elegant flair, and magical interludes. These sessions have been out of circulation for too long, but The Complete Capitol Trios is so well-done -- and its fidelity is so good -- that the wait was certainly worthwhile. "Stephen Thomas Erlewine at CDUniverse.com.
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Ruth Price

Album: Ruth Price with Shelly Manne and His Men at the Manhole (live)

Amazon iTunes

Notes: "Singer Ruth Price on this early set falls somewhere between swinging jazz, middle-of-the-road pop, and cabaret. She does not improvise much, but her strong and very appealing voice uplifts the diverse material that she interprets. . . . Backed by Shelly Manne's quintet (with plenty heard from pianist Russ Freeman, but just guest spots by Richie Kamuca on tenor and one lone appearance by trumpeter Conte Candoli) . . . " (Scott Yanow at CDUniverss.com).
video: same track as on album

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Sarah Vaughan

Album: Sarah + 2
(with Barney Kessel (Guitar) and
Joe Comfort (Bass)

Amazon iTunes

Notes: "Her voice was a force of nature, and throughout the 1940s and '50s Sarah Vaughan was paired with every conceivable permutation of jazz combo. In 1962, the critical and popular success of the novel, bare-bones AFTER HOURS album (recorded with only a guitarist and bassist) inspired this similarly spare follow-up from the same year. Here, she teams with guitarist Barney Kessel and upright bassist Joe Comfort on 11 torchy standards that showcase her full-bodied sostenuto and her sophisticated approach to harmonics. 'When Sunny Gets Blue,' in particular, shimmers in this simple setting, and Kessel and Comfort provide tasteful support at every turn" (from CDUniverse.com).
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Michael Feinstein

Album: The MGM Album

Amazon iTunes

Notes: Feinstein's version is a medley of two Brown/Freed songs: "All I Do is Dream of You" and "You Are My Lucky Star." For both he includes the verse.
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Leon Redbone

Album: Any Time

Amazon iTunes

Notes: Leon Redbone is an old-timey crooner who somehow comes across as completely up-to-date. The musicians with him on this album attest to that because they are among the best the 21st century has to offer. Recorded at The Warehouse, New York, New York from 1999-2000 with Leon Redbone (vocals, guitar, banjo); Frank Vignola (guitar); Ken Peplowski (clarinet, saxophone); Jon Eric Kellso (cornet); Dan Barrett, Herb Gardner (trombone); John Elliot (tuba); Leonard Picket (fife); Phil Hopkins (harmonica); Vince Giordano (piano, bass); Alan Gout, Tom Roberts, Mark Shane (piano); Jay Leonhart, Brian Nalepka (bass); Gianpaolo Biag, Arnold Kinsela, Jr. (drums).
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Stacey Kent

Album: The Boy Next Door

album cover: Stacey Kent "The Boy Next Door"

Amazon iTunes

Video: on Cafe Songbook Main Stage above (same track as on album shown here)
Notes: "What strikes the listener about the American expatriate contemporary jazz singer Stacey Kent is, for all her obvious traditionalism, how utterly fresh she sounds. The Boy Next Door (released originally in 2003 and reissued in 2008 with two extra tracks) boasts a song list that WW-II-era songbirds such as Jo Stafford or Margaret Whiting would have been comfortable with, including note-perfect versions of Irving Berlin's 'Say It Isn't So,' 'The Trolley Song,' and the winsome title track. To be sure, there is an up-to-date bossa nova treatment of "Que rest-t-il de nos amours?" (the original French lyric of 'I Wish You Love', which sports a smooth Stan Getz-like solo from Kent's husband, the British tenor saxophonist Jim Tomlinson, as well as some '60s pop gems like 'What The World Needs Now' and 'You've Got A Friend.' Still, Kent's tart, light voice, and her precise diction and pitch, make her the classiest of the New Traditionalists, a true successor to the late Susannah McCorkle"
(from CDUniverse.com).

Album Personnel: Stacey Kent (vocals); Jim Tomlinson (saxophone, background vocals); David Newton (piano, keyboards, background vocals); Colin Oxley (guitar); Dave Chamberlain (bass); Matt Mome (drums); Curtis Schwartz (background vocals).

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Michael Bublé

Album: Crazy Love

Amazon iTunes

Notes: Buoyed by the popularity of the hit contemporary pop ballad "Home," singer Michael Bublé's 2005 album, It's Time, clearly positioned the vocalist as the preeminent neo-crooner of his generation. Easily the singer's most stylistically wide-ranging album so far, 2009's Crazy Love is also one of his brightest, poppiest, and most fun. Bublé kicks things off with the theatrical, epic ballad 'Cry Me a River' and proceeds to milk the tune with burnished breath, eking out the drama line by line. It's over the top for sure, but Bublé takes you to the edge of the cliff, prepares to jump, and then gives you a knowing wink that says, not quite yet -- there's more fun to be had. And what fun it is with Bublé swinging through 'All of Me,' and killin' Van Morrison's classic "Crazy Love" with a light and yearning touch. And just as 'Home' worked to showcase Bublé's own writing abilities, here we get the sunshine pop of 'Haven't Met You Yet' -- a skippy, jaunty little song that brings to mind a mix of the Carpenters and Chicago. Throw in a rollicking and soulful duet with Sharon Jones & the Dap Kings on 'Baby (You've Got What It Takes),' and a fabulously old-school close-harmony version of 'Stardust' with Bublé backed by the vocal ensemble Naturally 7, and Crazy Love really starts to come together. Then Bublé goes and throws in a last minute overture by duetting with fellow Canadian singer/songwriter Ron Sexsmith on Sexsmith's ballad 'Whatever It Takes.' A devastating, afterglow-ready paean for romance, the song is a modern-day classic that pairs one of the most underrated and ignored songwriters of his generation next to one of the most ballyhooed in Bublé--a classy move for sure. The result, like the rest of Crazy Love, is pure magic (from CDUniversecom.)
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Emmy Rossum
album: Sentimental Journey

Amazon iTunes

Notes: Singer/actress Emmy Rossum is an opera-trained singer best known for her work in the Showtime series Shameless and the 2009 film version of the stage musical Phantom of the Opera. Her 2007 debut album, Inside Out, featured a handful of dreamy, atmospheric original songs that framed her vocals in a kind of glossy mix of adult contemporary and new age pop. The album was an ambitious way to kick off a music career and proved Rossum to be a talented singer with a bent toward left-of-center pop aesthetics. On her 2013 sophomore album, Sentimental Journey, Rossum takes a somewhat more traditional if no less ambitious approach and delivers a series of standards from the '20s through the '60s. Conceptualized around the idea of taking her listeners on a journey through a calendar year, each song was picked to relate the emotions or general feeling about its accorded month. Essentially, Rossum has crafted an old-timey album of American popular song that once again showcases her trained vocal chops and knack for relating a song's emotionally resonant meaning. Included are such songs as 'I'm Looking Over a Four Leaf Clover,' 'I'll Be with You in Apple Blossom Time,' 'Autumn Leaves,' and others. Though somewhat reverent in tone, Rossum does employ some stellar backing musicians here, including Giulio Carmassi who, aside from adding some roiling piano accompaniment, also plays various horns, vibes, and melodica. The result is that while Rossum's style lands firmly in a cabaret, Broadway mold, the album has a looser, jazzier feel than one might expect from someone raised on opera and musical theater" ~ Matt Collar at CDUniverse.com.

Album Personnel: Emmy Rossum (vocals, background vocals); Joe Corcoran (acoustic guitar, electric guitar, banjo, percussion); Nikki Garcia (violin); Cameron Stone (cello); Giulio Carmassi (melodica, horns, piano, organ, vibraphone); Stuart Brawley (melodica, organ, percussion, bells); Matt Mayhall (drums, percussion).

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