Ain't Misbehavin'

Album: single release (1929)
  • songfacts ®
  • Lyrics
  • Fats Waller wrote this oft-recorded jazz tune with lyricist Andy Razaf and composer Harry Brooks for the off-Broadway revue Connie's Hot Chocolates. Even though the narrator is lonely, he promises to stay true to his lover and he "ain't misbehavin'" by staying out late or flirting with other women. Waller told Eddie "Rochester" Anderson (of Jack Benny fame) that he wrote the song on a miniature piano while in jail on an alimony charge. His lawyer sold the song to a publisher for $250 so Waller could pay back his alimony and get out of jail. But that's not the end of the story. It may not even be the story at all.

    According to Mark Steyn's A Song for the Season, co-writer Razaf was with Waller in his Harlem apartment when they wrote the song. When he arrived at the apartment, he heard Waller playing "a marvelous strain, with a complicated middle. I straightened it out with the 'no one to talk with, all by myself,' phrase, which led to the phrase 'ain't misbehavin',' which I knew was the title." Together they finished the song in five minutes and headed to the theater to show Harry Brooks. Along the way, a bird dropped its load on the song sheet. "That's good luck," Waller said. "But I'm sure glad elephants ain't flyin'."
  • Waller recorded the original version for Victor Records in 1929. That same year brought six more versions, from Louis Armstrong, Ruth Etting, Gene Austin, and Leo Reisman and his Orchestra. Many more covers would follow from artists like Ella Fitzgerald, Nat King Cole, Billie Holiday, Bing Crosby, Anita O'Day, Eartha Kitt, Miles Davis, Sam Cooke, Willie Nelson, among others.
  • When Bing Crosby performed this, he would occasionally sing "Get Clooney on the radio," referencing friend and fellow singer Rosemary Clooney, instead of "Just me and my radio."
  • Waller also performed this in the 1943 movie Stormy Weather, starring Lena Horne and also featuring jazz performer Cab Calloway and his band.
  • Hank Williams Jr.'s version topped the country charts in 1986. It also earned him a Grammy nomination for Best Country Vocal Performance, Male.
  • Alicia Keys performed this for the 2013 movie The Great Gatsby, starring Leonardo DiCaprio and Carey Mulligan.
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