"Where or When": Song history, Commentary, Discography, Performances on Video

"Where or When"

Songs from Babes in Arms other than "Where or When" included in the Cafe Songbook Catalog of The Great American Songbook:

For a complete listing of songs used in the original production of the Broadway show Babes in Arms, see IBDB song list.

The Mickey Rooney & Judy Garland Collection (Babes in Arms / Babes on Broadway / Girl Crazy / Strike Up the Band)
DVD box set

About the Show Babes in Arms

Babes in Arms was not only a typical "Come on kids, let's put on a show" musical, but perhaps the first of its kind. The idea for it emerged while Rodgers and Hart were walking in Central Park and noticed some creative children making up their own games. It's plot was slight and far fetched but the Rodgers and Hart score produced more American Standard songs than any other show by the songwriting team.

The story finds a troupe of Depression era vaudeville performers who are unable to get work deciding to light out for the territories in an attempt to make some kind of living, leaving behind,as unlikely as it might seem, even for show biz types, their kids to fend for themselves. The youngsters decide to resist an attempt to send them to a work-farm by putting on a show of their own to raise money for a local youth center. Nothing much comes of it until a deus ex machina in the form of a French transatlantic aviator crash-landing his plane in their midst generates enough publicity to make the kids' show a hit.

Babes in Arms tried out in Boston and then opened in New York at the Shubert Theater April 14, 1937. Despite its lack of the de rigueur line of semi-nude show girls to stir up ticket sales, it ran for the better part of a year (289 performances), closing December 18, 1937. Rodgers and Hart had decided they wanted this show to be all their own so they wrote the book as well as the words and music; and they brought in George Balanchine for the choreography. The cast was restricted to youngsters, many of whom eventually became stars, and included Mitzi Green, Alex Courtney, Alfred Drake, Ray Heatherton, The Nicholas Brothers, Dan Dailey, Robert Rounseville, Grace MacDonald, and Wynn Murray.

The show within the show that the kids put on is a revue, and all but one of the Rodgers and Hart songs are the focal points for its skits. The only exception here is "My Funny Valentine" which is integrated into the main story. Billie, played by Mitzi Green, sings it about her new love "Val," short for "Valentine," played by Ray Heatherton. Richard Rodgers has noted that because he and Hart were so interested in writing songs that helped to develop the story, they went so far as to change the name of one of their characters to Valentine to make the story fit the song . (Musical Stages, p, 181, hard-bound Ed.).

"Where or When" is introduced in Babes in Arms by Mitzi Green and Ray Heatherton whose characters, as a result of falling in love with each other, are suffering from a case of deja vu. They feel as though they have met before but are unable to remember exactly "where or when." This idea is explicated in the versefor the song that is dropped from most performances. To hear it, listen to the Lena Horne version (below) from the 1948 movie Babes in Arms. (Other versions on this page that include the verse are by Barbara Cook, Tierney Sutton, Mandy Patinkin, Bobby Short, and Sandy Stewart.)

Revivals: There have been no Broadway revivals of Babes in Arms perhaps because despite the spectacular score, the book is just too slight and too dated; however, there have been two studio albums: one with Mary Martin on Columbia Records, from 1951; and one with Judy Blazer and Judy Kaye from 1989. This production uses the original 1937 orchestrations and therefore provides a rare opportunity to hear the musical portions of the show more or less as originally performed before so many of the songs emerged as standards creating their own indelible impressions. There was also one New York concert revival by City Center Encores! in Feb. 1999, for which there is a cast album. Despite the lack of a Broadway revival, Babes in Arms has been mounted countless times in high school and stock productions using a revised book with a summer theater as the setting and in which the interns put on the show within the show.

The Lorenz Hart Website in its discussion of the revivals of Babes in Arms offers a refutation of the notion that Babes in Arms has never been recreated in its original form because it is "too slight and too dated."

"Where or When" in the Movie Babes in Arms

The Hollywood forces that created the movie version of Babes in Arms (1939, with Judy Garland and Mickey Rooney) got rid of most of the great Rodgers and Hart songs leaving only "Where or When" and the title song of the show. The explanation was given that the plot had changed to such a degree that the songs, some of which would become among the greatest in the history of American popular music, just didn't fit. In other words the producers had thrown out the Babes' music as well as their bath water. Apparently the only reason "Where or When" was kept, and it certainly didn't fit into the history of a teenage couple, was because the song was such a hit that too many moviegoers would be expecting it.

from the 1939 movie version of Babes in Arms,
featuring Mickey Rooney and Judy Garland with Douglas MacPhail and Betty Jaynes who in the clip are rehearsing "Where or When" for the show within the movie the "Babes" plan to mount. Mickey Rooney, the kid director, wants a more natural performance from his singers , but we only get a snippet of that here from Judy.

"Where or When" is also used in the 1948 movie Words and Music, a mostly fantasy biopic of the lives of the songwriting team of Rodgers and Hart -- in which it is sung by Lena Horne.

Lena Horne sings "Where or When" (including the full verse) from the soundtrack recording of the movie Words and Music (1948).

Benjamin Schwarz' in his generally positive review, of Ted Gioia's book The Jazz Standards in the November, 2012 Atlantic nevertheless laments Gioia's omission of "Where or When" from his canon of jazz standards -- and then goes on to list the versions of the song that make it canon-worthy:

The finest version of ["Where or When"], and among the earliest—the pared-down recording that Peggy Lee and the Benny Goodman Sextet made in a New York studio on Christmas Eve 1941, barely two weeks after America entered the Second World War—speaks to the quavering uncertainty of that historical moment and remains, for me, the most poignant jazz record ever made. Surely that rendition, along with the versions by Artie Shaw , Clifford Brown , Ella Fitzgerald , Sonny Rollins , Sinatra with Count Basie [on the album Sinatra at the Sands ], and, more recently, the too-often unnoticed Tierney Sutton [on her album Dancing in the Dark ] have earned the song an important place in the jazz repertoire (p, 2). Benny Goodman and Peggy Lee (as referenced above) Amazon iTunes

Allen Forte in his book The American Popular Ballad of the Golden Era asserts that Where or When is probably one of those songs that should never be performed without its verse, a plea that has been pretty much ignored by Sinatra, Ella and others though adhered to by many (See the performances on this page by).

Forte contends that the verse is not only lyrically a prelude to the refrain but musically is crucially related to it. He concludes his multipage analysis of the song's music with the following:

These features, which connect the verse to the refrain , support the thesis that the verse of a Richard Rodgers ballad may often be a "serious" and even, from the motivic standpoint, an explicit preparation for the refrain. This is in contrast to the procedure whereby the verse may be more or less recitative like accompanied patter, possibly even ironic in character, and have little to do wit the musical-textual substance of the refrain (Forte, p. 208. hardcover Ed.). Ed's. note: See more about the verse of "Where or When" in the Lyrics Lounge below. And note again that the versions of "Where or When on this page that include the verse are by Barbara Cook , Tierney Sutton , Mandy Patinkin, Bobby Short, and Sandy Stewart .)

Gary Marmorstein in his biography of Hart gives perhaps the best explication of the theme of "Where or When" while putting it within the context of the show's plot: Val and Billie are the protagonists of the play within the play, Babes in Arms.

The new acquaintances are clearly attracted to each other. Val explains that the field next to his family's house is worthless; his dad bought it because there was a rumor it would be turned into an airfield, but that plan fell through. Facing each other in his family's kitchen, Val and Billie [originally played by Ray Heatherton and Mitzi Green] sing "Where or When." At its simplest, "Where or When" suggests that old feeling of (re-) connecting with someone you've never met before ("We looked at each other in the same way then / But I can't remember where or when"). In nine lines of verse and a mere eleven in the refrain, the song describes the anamnesis --a recalling to mind--in which time is flighty and illusive ("Thought has wings, and lots of things / Are seldom what they seem"), but graspable at moments of overwhelming emotion. The verse sustains the metrical balance of the title with phrases like "things you think" and "dreams you dream," and the emotion is grounded ("The clothes you're wearing are the clothes you wore") in everyday reality. The most eloquent of all déja vu songs, "Where or When" penetrates the daze of new romance--even as experienced by teenagers (Marmorstein, p. 293).

Click here to read the lyrics for "Where or When" as sung by Ella Fitzgerald (Listen to Ella's version in right column). As Ella does not include the verse (which explains the question central central to the lyric ("But who knows where or when!"), we quote it here from The Complete Lyrics Of Lorenz Hart.

When you're awake, the things you think Come from the dreams you dream. Thought has wings, and lots of things Are seldom what they seem. Sometimes you think you've lived before All that you live today. Things you do come back to you, As though they knew the way. Oh, the tricks your mind can play. (Listen to the verse as sung by Lena Horne above .-- as included on the original cast album for Words and Music, the 1948 biopic of Rodgers and Hart, available from Amazon .)

• Diana Krall (live 2009): Saskatchewan
• Christine DiGiallonardo: A Prairie Home Companion
• Rooney/Garland, et. al.: Broadway Classics
• Benny Goodman Trio: MrJohnnyNumbers
• Peggy Lee/Benny Goodman: Aprile Magi
• Tierney Sutton: Kate Cat
• Sonny Rollins 2001: jaywilton
• Barbara Cook (the duet): 2amuse1

Notes

• 1. I Wish I Were in Love Again
• 2. Johnny One Note
• 3. My Funny Valentine
• 4. The Lady Is a Tramp
• For a complete listing of songs used in the movie Babes in Arms , see IMDB soundtrack .
• Richard Rodgers, Musical Stages: An Autobiography , New York: Random House, 1975 (Da Capo paper bound Ed., 2002, pictured above.
• Babes in Arms studio cast album 1951
• Babes in Arms studio cast album 1989
• Babes in Arms cast album from the 1999 New York City Center Encores! production
• Frederick Nolan, Lorenz Hart: A Poet on Broadway , New York, Oxford University Press, 1994.
• Words and Music --DVD
• Words and Music Soundtrack Album 1948 (View at Amazon )
• Although "Where or When" was not a hit in the sense
• See IBDB for complete show production dates, complete cast, other credits, songs/sung by, Broadway revivals, etc.
• For (plot summary, cast, production credits, soundtrack info., etc.) of the 1939 movie Babes in Arms, see IMDB .
• Ted Gioia The Jazz Standards: A Guide to the Repertoire .
• The complete, authoritative lyrics for "Where or When" can be found in:

Cite this page: "Where or When": Song history, Commentary, Discography, Performances on Video, Cafe Songbook, https://greatamericansongbook.net/pages/songs/w/where_or_when_p.html