Ain’t Misbehavin’

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composition date
Andy Razaf
Thomas Waller
related performer(s)
Paul Whiteman

Needed another number

Andy Razaf remembered how the song was written: “I remember one day going to Fats’s house on 133rd Street to finish up a number based on a little strain he’d thought up. The whole show was complete, but they needed an extra number for a theme, and this had to be it. He worked on it for about forty-five minutes and there it was.” Razaf’s memory doesn’t include Harry Brooks, who is credited with co-writing “Ain’t Misbehavin’” and other songs for the show Connie’s Hot Chocolates. He might have been a cut-in or he might have written the verses. Brooks once recalled that in "Ain’t Misbehavin’," “It was an attempt to copy the successful formula Gershwin used for ‘The Man I Love.’ We imitated the opening phrase that began just after the first beat and the minor part of the bridge, too.”

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