This lullaby is from the 1941 Disney animated feature Dumbo. Actress and singer Betty Noyes recorded the vocals for a scene in which baby elephant Dumbo visits his mother, who is locked up in a circus wagon. The mom cradles him with her trunk as she offers words of comfort, telling him she will always have his back.
The instrumentation is by Frank Churchill, who also wrote most of the music for Disney's 1937 movie Snow White and the Seven Dwarfs. The lyrics were penned by Ned Washington, who won the Best Original Music award in 1940 for Pinnochio's "When You Wish Upon A Star."
Churchill won an Academy Award in 1942, together with Oliver Wallace, for the score of Dumbo. Tragically, he killed himself with a gunshot within weeks of his Oscar win.
"Baby Mine" was nominated for an Academy Award for Best Original Song at the 1942 Oscars, but lost out to "The Last Time I Saw Paris."
Artists that have covered the song include Bette Midler for the 1988 movie Beaches, in the scene where she helps Barbara Hershey's character prepare for her baby. Alison Krauss recorded it for the 1996 album The Best of Country Sing the Best of Disney. Her version earned her a Grammy nomination for Best Female Country Vocal Performance.
Arcade Fire recorded a cover of "Baby Mine" for the end credits of the 2019 live-action re-imagining of Dumbo. Their version is truly a family affair. Frontman Win Butler's mother plays the harp, his brother Will the theremin, his wife Régine Chassagne sings and plays the drums, and his son is on triangle.
Will Butler explained in a press release that there is a family connection in the original film. He said: "There is a scene with a locomotive in the original Dumbo that uses an instrument called the Sonovox that my grandpa Alvino Rey made famous in the 1930s. Every time I saw the film, I thought it was him."