"I Guess I'll Have To Change My Plan": History, Commentary, Discography, Performances on Video

"I Guess I'll Have to Change My Plan"

The more well known members of the cast included Fred Allen, Libby Holman and Clifton Webb the last of whom introduced "I Guess I'll Have to Change My Plan." The show opened on April, 30, 1929 and ran for 321 performances at The Music Box theater.

"I Guess I'll Have to Change My Plan" entered the score of The Little Show on the late side. As Howard Dietz tells it, when he and Arthur Schwartz thought they had completed the score (or at least the part they had written), they heard from leading man Clifton Webb that he wanted another song:

a number that was more perverse, a number he could deliver all alone in full-dress suit and a spotlight. He said it should be a lyric with suave romantic frustration. Webb craved parts that were virile and sensuous. He was not virile or sensuous off stage, but onstage he knew what moods would work for him (Dietz, p. 124)

Schwartz and Dietz complied and went back to their studio then on the 20th floor of The New Yorker Hotel at 34th Street and Eighth Avenue and got back to work. Dietz knew that his partner had a "vast repertoire" of melodies that he had written and asked him to just start playing. "I wanted to interpret the mood of the number without a distracting influence. In about an hour a melody, just what I wanted, escaped from the upright (Dietz, p. 124).

The origin of Schwartz's tune is surprising. He had written it to go with lyrics by none other than Lorenz Hart back when they were counselors together at Brandt Lake (c. 1920), a summer camp for boys in the Adirondacks in upstate New York. It's title then was "I Love to Lie Awake in Bed," a song written for a camp show about a boy who wasn't very athletic and liked, more than anything else, to lie in bed and daydream. Dietz quips that he "made it into a song about a different kind of bed, which sang of blue pajamas and forbidden fruit, comparatively poisonous" (Dietz, p. 125). ( The song is occasionally given the alternate title of "The Blue Pajama Song" because of the opening lines of the first refrain: "I guess I'll have to change my plan / I should have realized there'd be another man / Why did I buy those blue pajamas / before the big affair began?") It's worth it to note that the song still lives in its first incanation as the Brandt Lake Camp anthem (Lehman, p. 127). (Also, you can hear the composer's son, Jonathan Schwartz, sing it on the album Mel Torme and Friends.)

Arthur Schwartz, in an article for a book about Hart, recalled writing the melody for the camp song that got reborn some ten years later as the music for "I Guess I'll Have to Change My Plan." Having already gained an interest in writing music for the theater by the time he was in law school, Schwartz had gotten himself a summer job at Brandt Lake Camp "just for the chance to meet Larry [Hart]" whose reputation as a lyricist he had already heard about. Together they wrote the songs for the camp shows. Schwartz had been writing melodies all the time he was studying law, but the one he wrote for Larry's lyric for "I Love to Lie Awake in Bed" was the first one, as he put it, "I felt was any good at all." (Dorothy Hart, p. 25).

As discussed in the Lyrics Lounge below, lyricist Dietz creates a reversal. A man who is forelorn because he discovers that the woman he has fallen for is married changes into a man who is determined to seduce her anyway. At the conclusion of the verse, in his now famous rhyme, he explains his shock that just as he thought he had found out what "bliss is," "she gave her name beginning with "Mrs. [missus]." But by the end of the song he is determined not to allow this opportunity, no matter how frought, to "go to waste."

Allan Forte, in a six page section of his book Listening to Classic American Popular Songs devoted to "I Guess I'll Have To Change My Plan" reveals how Schwartz's music "reflects the quasi-dramatic situation beautifully" by changing his key from minor to major* paralleling the change in the character. In the verse, Schwartz writes in a minor key corresponding to the mournful state of the singer who has just felt "the blow" of discovering his dream is a "Mrs." Such a revelation, seemingly irreversible, suggests the music will remain in a minor key, yet the music, Forte explains, "leads strongly and abruptly away from the expected close in minor to the major hamony that prepares the begining of the Refrain," this being Deitz's concluding refrain in which the singer is a changed man, undaunted and determined to pursue the object of his desire despite any obstacle:

Forbidden fruit I've heard is better to taste Why should I let this go to waste My conscience to the wind is tossed I've found the one girl I've lost ( Deitz , p. 126) . *Ed's note: Dietz likely planned his dramatic situation to follow the key change in Schwartz's music, the music having been written before the words. { See above }).

Forte presents an extensive discussion of the form and structure of the music as it corresponds to the themes of the song.


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

In his book The Poets of Tin Pan Alley, Philip Furia writes, "'I Guess I'll Have to Change My Plan' epitomizes the style of the golden age--a witty, vernacular lyric that vies with Hart, [Ira] Gershwin, and Porter at their best" (Furia, p. 198, paperback edition), and in America's Songs, a book he coauthored with Michael Lasser, they note that Dietz's lyric in this song demonstrates that witty and vernacular style with a risqué touch "when the singer ponders,

"Why did I buy those Blue Pajamas Before the big affair began?"-- a line that gave "I Guess I'll Have To Change My Plan" notoriety as the "Blue Pajamas song." Even more daring was the singer's worldly decision to change his plan yet again to pursue the married woman, reflecting that the prospect of adultery would add spice to the affair. Schwartz's melody thus went from a wholesome camp song to a sophisticated, salacious meditation. Its success, together with that of The Little Show , cemented the partnership of Howard Dietz and Arthur Schwartz ( Furia and Lasser, p. 75 ) .

David Lehman comments on the use of "I Guess I'll Have To Change My Plan" in the 1946 noir movie The big Sleep in a way that suggests the inherent tension in the song between the "insouciant" feel of its melody and the quite serious subject of its lyric: "unrequited love." He goes on to recommend the uncredited piano version played in the scene in which Vivian Rutledge (Lauren Bacall) meets Philp Marlowe (Humphrey Bogart) in a bar to pay him off for his detective work. Lehman points out that "the scene involves a change of plan, not of heart, so the piano player can segue amiably into "Blue Room" an ode to nuptial bliss." He concludes, "Forties Flicks and jazz standards were made of each other" (Lehman, pp. 127-128).

[Eds' note: Click here to watch a clip of the scene on YouTube. Unfortunately its from a colorized print of the film.]

Click here to read the lyrics to "I Gues I'll Have To Change My Plan" as sung by Frank Sinatra on the album A Swingin' Affair.

Sinatra's recording is certainly the most well known version of the song but his rendering of the lyric is considerably different from Howard Dietz' original. First, Sinatra eliminates the verse, as do most contemporary singers. The Verse : I beheld her and was conquered at the start And placed her on a pedestal apart. I planned the little hideaway That we could share someday. When I met her I unfolded all my dream And told her how she'd fit into my scheme Of what bliss is. Then the blow came When she gave her name as "Mrs. [missus]" ( Dietz , p. 125). Sinatra does not sing the verse (nor the bridge or the final refrain) because it doesn't work with the persona he creates for the song. In his version, the singer is a fellow who is used to finding himself in romantically disappointing circumstances and is apparently resigned to accepting his fate. He tries to "reach the moon" but when he gets there all he can get is the air (brush-off -- even in 1929 it was known there was no air for breathing on the moon). After having fallen head over heals for someone when he should have "realized there'd be another man," he finds himself "back upon the shelf, and that was that " [emphasis added]. He is someone who rushes into things. As he might have said in the words of another standard song, " I fall in love to easily , / I fall in love to fast." The result is he decides to "crawl right back and into [his] shell, / Dwelling in [his] personal Hell." He finishes up as a man completely controlled by his emotional circumstances: I'll have to change my plan around, I've lost the one girl I've found. The character Dietz originally created starts out to be just like the one Sinatra modified, losing "the one girl [he] found" and, therefore, meekly retreats from the scene. Of course, from the verse that Sinatra omits, we know a little more about his circumstance. He has given up because he discovered that the girl is a married woman. Still, he also concludes he must change his plan around -- but instead of giving up as we can infer Sinatra's character does, he decides to exploit the situation. For Sinatra, the song ends after the second refrain, after he crawls back into his shell. But for Dietz there is more. The second refrain is not the end of the song. Deitz, in the manner of most songbook songs, proceeds with a bridge (which Sinatra omits) in which the singer has second thoughts deciding "this resignation's wrong," imagining instead how things could work out to his advantage. After all "most women want the one who comes along / With love that's secret and more true," and "it gives a most romantic edge / When one is sort of hanging on the ledge of abysses / So methinks I do not mind if she's a Mrs." Dietz's singer snaps out of his melancholy almost as fast as he felt it Dietz concludes with a third refrain (also omitted by Sinatra] in which having previously questioned himsself as to why he jumped the gun and bought "those blue pajamas / Before the big affair began" has come around to being glad he's got them. For all is fair in love and war And love's a war--that makes it fairer all the more Forbidden fruit I've heard is better to taste Why should I let this go to waste My conscience to the wind is tossed I've found the one girl I've lost ( Dietz , p. 126). Sinatra's character is a man who has fallen in love with someone who is emotionally entangled elsewhere, and decides there's nothing he can do about it because that's what life, or at least his life, is like. If not a tragic character he is at least a pathetic one in that he is caught in a web from which there is no escape and so becomes resigned to his fate. Dietz's character acts similarly at first but after contemplating his apparent fate decides to reverse it, which is so neatly realized in the difference between the line that ends refrain one: "I've lost the one girl I've found," and the line that ends refrain three (and the song itself): "I've found the one girl I've lost." For Dietz this is a comedy: all difficulties are resolved in the end. Sadly Sinatra's character never gets past the second refrain and is left to wallow in his disappointment; however, it might pay to notice that it is Frank's version of the song that has lasted. He has given the song immortality as a poignant reflection of human weakness and vulnerability. Sinatra, knowing what to leave out has rendered a more accurate reflection of the way things are for the emotionally vulnerable among us. Dietz' conclusion was no doubt designed to please a roaring twenties Broadway crowd. As Alec Wilder has noted about the Schwartz melody: "It's in the soft shoe genre" which is exactly how it is treated by Astaire and Buchanan in the 1953 movie The Band Wagon , "selling nothing, just pleasantly whistling [its] way down a quiet lane." Gerald Mast calls the Astaire and Buchanan number ""the most breezily comfortable soft show duet in film history." Even though Astaire and Buchanan, like Sinatra, leave out the verse and the final reversal, they sing and dance it in the "mock mournful" style Dietz had in mind, as if the song were filled, in Wilder's words, "with great sweetness, flirting with clichés but never proposing." Try telling Sinatra' character that's all it is. Ed's. note on " fly Lothario" : For those who are among the many who have wondered about the meaning of the phrase " fly Lothario " in Dietz' second refrain (Sinatra sings it first), you should know it's not a mistake by Sinatra or anyone else who sings it that way. It's what Dietz wrote. First, its helpful to know that, as Allen Forte explains, the character Lothario comes from a 1703 play, and that he was, "like Don Juan . . . a seducer of women." As for a "fly Lothariao," Dietz likely intends the meaning of "fly" to be something like what the American Heritage Dictionary gives as the adjectival definition for "fly": "British slang . Alert; clever; sharp." Tom on the Sinatra Family Forum adds, "'Stylish, sophisticated; fashionable.' Sometimes, too, sexually attractive," which fits quite nicely as well. So a fly Lothario is more or less a sharp, sophisticated, sexually attractive Don Juan. Slang traveled up and back between Britain and The States in 1929 just as it does now, if a bit more leisurely by liner than by jet. Dietz, as a sophisticated New Yorker would certainly be a likely candidate to have used a Brit phrase or two in his lyrics. Lyrics for "I Guess I'll Have to Change My Plan'" have been published in the following sources. A version close to what Sinatra sings appears in the Gottlieb/Kimball book and the original in the Dietz book:

Notes

Questions

What is I Guess I'll Have To Change My Plan?

The more well known members of the cast included Fred Allen, Libby Holman and Clifton Webb the last of whom introduced "I Guess I'll Have to Change My Plan." The show opened on April, 30, 1929 and ran for 321 performances at The Music Box theater.

How should I Guess I'll Have To Change My Plan be cited?

Cite this page as ""I Guess I'll Have To Change My Plan": History, Commentary, Discography, Performances on Video," Cafe Songbook, https://greatamericansongbook.net/pages/songs/i/i_guess_change_plan_p.html

Which Cafe Songbook pages are related?

Also read Cafe Songbook Glossary of Terms (https://greatamericansongbook.net/pages/misc_pages/glossary.html); Lorenz Hart, songwriter (https://greatamericansongbook.net/pages/songwriters/h_i_sws/hart_lorenz.html); "The Blue Room" (https://greatamericansongbook.net/pages/songs/b/blue_room.html); "I Had Myself a True Love" (https://greatamericansongbook.net/pages/songs/i/i_had_myself_a_true_love_m.html).

Cite this page: "I Guess I'll Have To Change My Plan": History, Commentary, Discography, Performances on Video, Cafe Songbook, https://greatamericansongbook.net/pages/songs/i/i_guess_change_plan_p.html