"Someone To Watch Over Me": Song History, Commentary, Discography, Performances on Video

"Someone To Watch Over Me"

In his autobiography, Dancing in the Dark, lyricist Howard Dietz narrates how he came to work on several of the songs from Oh, Kay! including "Someone to Watch Over Me," for which he claims to have created the title. Help was needed when Ira Gershwin had to undergo an emergency appendectomy that required a lengthy hospital stay. Dietz, who had not yet partnered up with Arthur Schwartz nor achieved the fame he later would as part of the songwriting team of Schwartz and Dietz, was chosen to fill in by George over the more obvious possibilities of Oh, Kay!'s book-writers, P. G. Wodehouse (who was also an accomplished and acclaimed lyricist) and Guy Bolton, because in Dietz' view, he was willing to do it without receiving credit, which George wanted to go solely to his brother, and for less money. Dietz adds, I was very proud to work with the great Gershwin, and I would have done it for nothing, which I did" (Dancing in the Dark, p. 74 Hardcover Ed.).

Ira Gershwin in his memoir Lyrics on Several Occasions confirms Dietz' claim, and under the rubric "The Easiest Way to a Song Title," explains that this often thorny task can be accomplished quite easily by getting hospitalized for a ruptured appendix before the time of antibiotics and so have somebody else write it for you (pp. 111-112, paperback Ed.). In any case, the title included, according to George Gershwin critic and biographer Howard Pollack, "an inspired stroke, as the phrase "watch over' neatly fitted Gershwin's downward leap of an octave" (Pollack, p. 381).

George Gershwin biographer Edward Jablonski in recounting Dietz' role in contributing to Oh, Kay! suggests that Dietz came off as less than gracious in the tone he adopted toward the Gershwin's and that perhaps as a result never worked with the Gershwins again (Jablonski, pp. 127-128).

"Someone to Watch Over Me" was introduced in the first preview of the musical Oh, Kay! in Philadelphia on October 18, 1926, by Gertrude Lawrence, the British star of musical revues and musical comedy. The story was typical for Twenties shows that featured complicated plots tossing together the rich and famous with the hoi polloi. This one included American millionaires, flappers, British aristocrats hard-up for money, and bootleggers all involved in "mistaken identities and zany deceptions," which provide "the usual opportunities for the principals and chorus to burst into song" (Hyland, p. 112). "Someone To Watch Over Me," one of the great love songs in American musical theater history, is performed by Lawrence in the title role of Kay. During the second act, she appears on stage alone pouring out her heart to a rag doll. Kay, a British aristocrat disguised as a housemaid in love with an American playboy is feeling lonesome and insecure. She is despairing of her chances for winning his affection, or, for that matter, of ever finding anybody to care for her. She shares her feelings of needing someone to watch over her with the doll.

Gertrude Lawrence sings "Someone To Watch Over Me"
recorded October 25, 1927. during the London run of Oh, Kay!
Lawrence is accompanied by His Majesty's Theatre Orchestra.
(She also recorded the song with piano accompaniment only in 1926, during the show's New York run. (Listen below.)

From Philadelphia the show continued its previews in Newark, New Jersey, and then opened on Broadway at the Imperial Theater on Nov. 8, for the longest run of a Gershwin show up to that point. In all these venues Lawrence appeared in the title role. After 256 performances in New York, Oh, Kay! traveled to London where it opened at His Majesty's Theatre on September 21, 1927, with a new cast except for Lawrence who remained. She was welcomed home as the local girl who had swept Broadway off its feet. In both New York and London, Oh, Kay! was acclaimed by the critics, though more extravagantly in New York where several reviewers called it the best musical of the year. The New York Times reviewer Brooks Atkinson wrote, "Musical comedy seldom proves more intensely delightful than Oh, Kay!" (Hyland, p. 114).

The show had a bifurcated birthright, the scorecoming from the American Gershwins, the bookfrom the British writing team of P. G. Wodehouse and Guy Bolton. In fact, Wodehouse and Bolton worked on the show mostly on their side of the pond, while the Gershwins, the shows producers, Alex Aarons and Vinton Freedly, as well as the director, the choreographer, etc. were on the new world side -- all without the benefit of Skype.

The broad outline of Oh, Kay! reveals a farce with touches of satire aimed at Prohibition in the United States. The show also satirizes, according to Gershwin biographer Howard Pollack, "American self-righteousness," and includes humor that was "unusually adult" for the typical romantic comedy of the time.

The actions that drive the baroquely complicated plot are the efforts made to save playboy Jimmy Winter* from his unfortunate marital entanglements so he can become engaged to Kay; and to save Kay's brother, a destitute English duke turned bootlegger, and his underworld cronies from the law. The take-away from this modern day musical fairy tale is that millionaires, aristocrats and even some petty criminals can all live together happily ever after if they are charming enough and sing wonderful songs. One of the most appealing characters is Shorty McGee, a small-time hood, played by Victor Moore (the comic actor who a decade later would play Fred Astaire's sidekick in the 1936 movie, Swing Time). As Philip Furia points out, Guy Bolton felt his and Wodehouse's book for the show, after much doctoring, had managed to "capture the rhythm of the era." Even though this may be true, Edward Jablonski notes that such cultural-historical value has not been enough to sustain revivals of Oh, Kay! in its original form (Jablonski, p. 133). Most subsequent versions, including one staged by Wodehouse and Bolton themselves in 1961, have been adapted to try to catch the rhythm of succeeding eras, but with limited success. And, we might add, as is so often the case, a song like "Someone To Watch Over Me," that has taken its place in The Songbook, is still as vital, relevant and appealing today as it was then, even while the show from which it came has been largely forgotten.

*Many Americans of the time would have heard in the name Jimmy Winter an allusion to New York's anti-Prohibition, playboy mayor Jimmy Walker who was first elected in the year Oh, Kay| opened on Broadway.

Apparently, according to Ira Gershwin's recollection, the melody for "Someone to Watch Over Me" was written before the Gershwin brothers had a clear idea of where it would be used in Oh, Kay! It was not unusual for the songs in Gershwin shows of the period to be at least sketched out before their exact use was determined. So while they were awaiting the snail-mail delivery of the book from Wodehouse and Bolton, George came up with a melody that was, as Ira tells it , "fast and jazzy," a rhythm tune that would most likely, had it been left alone, have turned out to be a "dance-and-ensemble number" to be used somewhere in the show. However, at one point while George was playing it for Ira, something caused him to slow down the tempo. One account suggests it occurred when their sister Frances Gershwin walked into the room and distracted George. In any case, upon hearing the melody played this way, both George and Ira were struck by its potential to become a "wistful and warm" ballad. They then decided to retain the slower version but put it aside until they discovered the right place in the show to use it. Only then would Ira would create an appropriate lyric (Lyrics on Several Occasions, p 111, paperback Ed.).

George playing his "fast and jazzy" version of
"Someone to Watch Over Me"
(written with this tempo before the song had a title or a lyric,
recorded at Columbia Record Studios, London, on November 8, 1926,
the day of the opening on Broadway of Oh, Kay!
(George was known for his capacity to multi-task.)

Even after a place for the song had been found and the lyric written, the matter was not settled. First, during the Philadelphia previews, the producers put it in the first act, but by the time the show got to Broadway, it had been moved to halfway through Act 2 between two contrasting rhythm songs: the duet "Do, Do, Do" and the production dance number "Fidgety Feet." Even then, there was a moment when replacing it with another song altogether was contemplated. The other song, "The Man I Love," had been written by the Gershwins two years earlier for their show Lady, Be Good!, but never used (Pollack, p. 384). Every great song presumably has its right moment to be introduced to the world. They kept "Someone To Watch Over Me" in Oh, Kay! and it evolved into the show's most successful song, then into a hit and finally into a standard. "The Man I Love" would have to wait a bit longer for its turn to achieve immortality.

The idea for Lawrence to include a rag doll in her performance of "Someone To Watch Over Me" originated with none other than the versatile multitasker George Gershwin himself, who was apparently not only the composer but a momentary propman, choreographer and director. He recollects, "This doll was a strange looking object I found in a Philadelphia toy store and gave to Miss Lawrence with the suggestion that she use it in the number. That doll stayed in the show for the entire run" (The Gershwins, Robert Kimball and Alfred Simon, Eds., New York: Atheneum, 1973, p. 75). Gershwin's thought was that the singer's vulnerability and need for someone to care for her would be intensified by having her alone on stage with only a doll to sing to. It certainly worked for the audience. Jablonski quotes one of the Philadelphia reviewers on Lawrence's performance: She would have "wrung the withers of even the most hard-hearted of those present" (Jablonski, p. 131). Gershwin scholar Michael Feinstein, writes that there is a photograph of Lawrence with the rag doll in which she appears "impossibly coy," yet Ira described her performance to him as "pure magic," and "by all accounts mesmerizing" (Feinstein, p. 185).

Julie Andrews performing "Someone To Watch Over Me"
in the 1968 Gertrude Lawrence biopic Star!.
In the clip we see Andrews/Lawrence figuring out how exactly to use the doll that Gershwin gave her, and then performing with it in Oh, Kay!.

Writing in 1972, Alec Wilder, states that he heard that the 1926 Gertrude Lawrence Broadway performance of "Someone To Watch Over Me" in Oh, Kay! was taken at a tempo "fast to the degree that none of the ballad quality associated with the song for so many years could have been present" (p. 137, hardcover Ed.). He explains this by noting that the only direction George Gershwin included on the sheet music was "sherzando" (in a playful or sportive manner), implying that Lawrence and the orchestra must have done it that way. That Gertrude Lawrence sang the song "scherzando" on stage, despite what Wilder may have remembered hearing, was not the case. The notion that she did runs counter to Ira Gershwin's comments in his Lyrics on Several Occasions (published originally in 1959). There he states that the music originally marked "scherzando" was intended to be used for a dance number, but when George and he realized it would work better as a ballad (See above.), it was decided to put the newly slowed down version of the music aside "until the proper stage occasion arose for it" (p. 111, paperback Ed.). This all occurred before George and Ira had even seen Wodehouse's and Bolton's book. The spot for the song finally settled on came mid-way through act 2 and found her singing it as a ballad. Although there is no known recording of Lawrence's on stage performance, her 1926 New York studio recording as well as her 1927 London recording, are presumably both taken at similar tempos as her contemporaneous stage performances, a tempo described by Ted Gioia as "an animated medium pulse" not atypical for the performance of a ballad. Either Wilder's threshold tempo for a ballad is quite low or he must have heard or remembered incorrectly how Lawrence sang it. He is, of course, exactly correct about "the ballad quality associated with the song" ever since. Here is how she recorded it during the run of the show:

Gertrude Lawrence 1926 New York Victor recording of
"Someone To Watch Over Me"
with piano accompaniment by Tom Waring
(Fred Waring's brother).

On the other hand, when George recorded his piano version in 1926, he followed his original scherzando direction. (Listen above.) As very few if any subsequent recordings used "scherzando" as their guide (See Record / Video Cabinet, this page), Gershwin's recording serves as an historical footnote, providing us with what the composer originally had in mind. That he made the recording on the day (November 8, 1926) Oh, Kay! opened on Broadway with its slowed-down version of "Someone To Watch Over Me," suggests he he is reminding us and himslef what his musical child was really like before she underwent a little neonatal surgery, and, perhaps, hinting at some residual affection for her as originally conceived, enough affection possibly that George had a hand in keeping the "scherzando" around on the published sheet music.

After praising various aspects of the song's composition, Wilder repeats that his liking for it is based on the song being performed as a ballad, which, he says, it "isn't . . . if one accepts 'scherzando' as the intent" -- not taking into account that it was only the intent of the songwriters until George and Ira changed their minds and slowed it down, which was before the lyric was written and before the show opened. What they forgot to do was get rid of the "scherzando" on the sheet music -- unless George didn't want to. In fact, it survives even today on some of the digital sheet music sold on the web. (View here.)

Michael Feinstein connects the lyric of "Someone to Watch Over Me" to Ira Gershwin's personal experience despite the fact that "Ira emphatically denied that any song [he wrote] bore any resemblance to his real life." Nevertheless, Ira himself admitted to Feinstein that a line from "Someone To Watch Over Me," (namely, "He may not be the man some girls think of as handsome,") derived from his own feelings of good fortune in marrying Leonore Strunsky, an event that coincided with the writing of the song.

Feinstein sums up what makes a great theater love song by enumerating the crucial elements present in "Someone To Watch Over Me": "a memorable and emotionally affecting tune; a lyric that amplifies the music, captures the mood, and moves the story along; a great show to set it in; and a great star to sing it." He adds that it doesn't hurt if the stars are properly aligned (pp. 187, 188).

Deena Rosenberg
Fascinating Rhythm: The Collaboration of George and Ira Gershwin,
Ann Arbor: University of Michigan Press, 1991, 1997
(soft cover Ed.)

Both Deena Rosenberg and Michael Feinstein have stated more or less flat out that the Gershwin's never wrote a song for a show without a dramatic context in mind. The Twenties was a period in the history of American musical theater when musical shows were transitioning away from the revue format into show scores featuring songs integratedinto a plot. Nothing, of course is ever absolute, and "Someone To Watch Over Me," though written during the aforesaid period by songwriters who were on the cutting edge of modernity in musical theater, was nevertheless, not written with an exact dramatic context in mind. George Gershwin composed the music knowing only the show's general structure, a structure that would include, like all shows of the time, up-tempo dance numbers; therefore, he wrote a lively piece of music and labeled the tempo "scherzando" (lively and playful). He believed he was writing a rhythm number that would get plugged into the show to accompany an animated dance. Ira knew this also and believed he would write a lyric to suit such a number but couldn't do it until "we knew the exact spot where [the piece] would fit" (Furia, p. 58). However, when (as described above) they discovered that the melody was actually more suited to becoming a ballad, plans had to change. The song would go into a slot where a ballad, not an ensemble dance number, was needed. Moreover, when, after the lyric had been written, the number was moved from one act and scene to another, Ira, was faced with the fact that his lyric would now somehow have to fit a different dramatic context.

Philip Furia explores the change in positioning of "Someone To Watch Over Me" from Act 1 to Act 2 and how that effected the integration of the song into the story. The book-writers Wodehouse and Bolton, required only one thing from the songwriters and that was for them to come up with a "lady-in-waiting" song, a song about a lady waiting for her love to come along, that would be long enough to cover a scene change. They were apparently not that concerned with integration. Ira, however, Furia notes, needed more integration as well as inspiration than this rather mechanical requirement provided and found it in the complexity of the title character, Lady Kay. She was not the generic flapper of earlier Gershwin shows but a multi-faceted figure, one who came from wealth but was streetwise, one whose personas in the show included an "urbanely flippant" society lady, a housemaid with a brash Cockney accent, and an innocent, vulnerable and naive young woman. With the exception of Gertrude Lawrence, few musical comedy performers of the day could have played a character with such a variety of traits and personas.

Ira wrote his lyric (by that time knowing the song would be a ballad not a rhythm number) with all that complexity as well as the action of the first scene of Act 1 in mind. In that scene the lady is looking for a man she had rescued from revenue officers who thought him to be a bootlegger. She knows almost nothing about him, doesn't even remember what he looks like, but is young, romantic and desperately hoping to find him. (In fact, he is not a bootlegger but, conveniently for the plot, an American playboy millionaire, owner of the mansion where the lady's brother, a down-and-out English duke turned bootlegger, has stashed his hooch.) Ira's lyric is therefore vague in terms of describing the man ('the someone" of the lyric). All she knows is that she wants him to "turn out to be [that] someone to watch over me," reinforcing the needy and innocent side of her character.

When, however, the song is moved to Act 2, she has, as Furia notes, "already met, kissed and cavorted with her millionaire" rendering Ira's lyric less directly related to this new context. This was the penalty, according to Wayne Shirley (quoted by Furia) "for writing lyrics too closely connected to the plot of a show," in other words integrating the lyric too tightly. Furia says, the lyric succeeds anyway because "it retained its particularity from a character who was a combination of hard experience and innocent yearning" and even more so because Lawrence's performance was irresistible (Furia, p. 60). It could be added that the lyric is conveniently vague enough not to be glaringly out of context. Although she now knows the fellow she wants, she is convinced their romance has little or no chance of success. Her loneliness has returned and so the sentiments expressed in the song still apply. Apparently, in 1926, the bar of integration for keeping a song in was not as high as it would become in subsequent decades. Her general state of mind was enough to bridge the gap between her specific situation and the lyric. George insured, according to Deena Rosenberg, that the gap would be filled by supplying "Miss Lawrence," as he called her, with the doll he had found. She sings "Someone To Watch Over Me" alone on stage with only the doll as a candidate to take care of her, thus intensifying the "wistful" quality that both he and Ira had discovered when early on George had inadvertently slowed down the tempo -- which turned out to be integration enough.

Click here to read lyrics for "Someone To Watch Over Me" as sung by Ella Fitzgerald on her album The George and Ira Gershwin Songbook, original 1959 version on which Ella sings the verse -- conducted and arranged by Nelson Riddle. This video and album contain the same 1959 track as Ella's original Gershwin Songbook version. Amazon iTunes Lyric and Gender : Typically lyricists try to write so that a lyric originally intended for a character in a show who is of one gender can be easily converted to a lyric that will fit a performer of the other gender should he or she wish to perform or record the song independently of the vehicle for which it was written. Often this is quite simply a matter of changing a pronoun or two. "Someone to Watch Over Me" was written for Gertrude Lawrence to sing in Oh, Kay! and so Ira Gershwin wrote, Although he may not be the man some Girls think of as handsome, To my heart he'll carry the key. But when Chet Baker sings the song we get Although I may not be the man Some girls think of as handsome, To her heart I'll carry the key. (italics ours) Editor's note: Only one of the five male singers, Cheyenne Jackson, who performs "Someone to Watch Over Me" on this page, uses Ira's original lyrics text. This may be because he wants to be authentic to that text, or, perhaps, because he wants to be authentic to himself as one who desires to be watched over by a man. Whether or not the latter is the case, that the recording was made in 2010 suggests being authentic to oneself is possible at that date in a way it wouldn't have been for earlier generations of performers who might have wanted to do the same. It is also interesting to note that if in Jackson's rendition this is a song being sung by a man about a man, Jackson chooses not to change the word "girls" to "men," which would have made things entirely clear. That he doesn't, may leave things a bit ambiguous but doesn't rule out anything either. Ambiguity in art is not always, or perhaps even mostly, disadvantageous as it would be in, say, mathematics. The full and authoritative lyric is published in: Robert Kimball, Ed. The Complete Lyrics Of Ira Gershwin , New York: Alfred A. Knoph, 1993; reprinted as paperback by Da Capo Press, 1998.

From Holmes, 08/28/2014: Loved the singing clip of Audra McDonald. Though I know about the Broadway star Gerturde Lawrence who you say sang it first, I would like to know just a bit more about Ms. McDonald. Think the site is excellently set up.

• Audra McDonald: AudraMcDonaldFan
• Gertrude Lawrence (1926, New York): bsgs98
• Gertrude Lawrence (1927, London): MusicProf78
• George Gershwin: Atticus Jazz
• Julie Andrews: S7ilver's channel
• Lee Wiley (1939): OnlyJazzHQ
• Lee Wiley (1944): 2ndviolinist
• Coleman Hawkins: Heinz Becker
• Artie Shaw (1945): mwg12393
• Ella Fitzgerald (1950):
• Artie Shaw (1954): Milton Page
• Frank Sinatra (1945): catman916
• Ella Fitzgerald (1959): catman916
• Frank Sinatra (1985): Jimmy Jackson
• Art Tatum: eccentricXXX
• Chet Baker: Praguedive
• Sarah Vaughan: RoundMidnightTV
• Blossom Dearie: vladimirsmartins
• Ben Webster: jaejaeman
• Oscar Peterson: Diegoc
• Willie Nelson: gringotroller
• Linda Ronstadt: Bigjoemig2003
• Keith Jarrett: JBJazzBluesHouse1
• Sting: dc grooves
• Amy Winehouse: emmy1930
• Cheyenne Jackson and Michael Feinstein: Gabriel Rocha
• Lady Gaga: LittleMonsters.blog.com

Notes

• William G. Hyland. The Song is Ended: Songwriters and American Music, 1900-1950 . New York: Oxford University Press, 1995
• Other songs written for Oh, Kay! currently included in the Cafe Songbook Catalog of The Great American Songbook :
• 1. Clap Yo' Hands
• 2. Do, Do, Do
• Howard Dietz. Dancing in the Dark Words by Howard Dietz An Autobiography . New York: Quadrangle, 1974.
• Ira Gershwin, Lyrics on Several Occasions New York: Limelight Editions, 1997 (originally published by Knoph, 1959)
• Edward Jablonski Gershwin A Biography, New York: Doubleday, 1987 (paper bound edition shown)
• George Gershwin: His Life and Work Berkeley: Univ. of California Press 2006
• Star! Biopic of Gertrude Lawrence starring Julie Andrews 1968
• To Scherzando or Not To Scherzando
• Philip Furia Ira Gershwin: The Art of the Lyricist New York, Oxford Univ. Press 1996
• Ted Gioia The Jazz Standards: A Guide to the Repertoire New York: Oxford University Press, 2012.
• "Integration": The Very Model for a Modern Major Songwriter

Cite this page: "Someone To Watch Over Me": Song History, Commentary, Discography, Performances on Video, Cafe Songbook, https://greatamericansongbook.net/pages/songs/s/someone_to_watch_over_me.html