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Ain't Misbehavin' (1929)

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Origin and Chart Information
“[Fats] worked on it for 45 minutes and there it was-’Ain’t Misbehavin’.”

- Andy Razaf

Rank 32
Music Fats Waller
Harry Brooks
Lyrics Andy Razaf

Fats Waller’s “Ain’t Misbehavin’” was introduced at Connie’s Inn in Harlem during the opening of the all-black musical revue, Hot Chocolates. The show proved such a success that it moved onto Broadway, opening at the Hudson Theatre on June 20, 1929, and running for 219 performances. The Connie’s Inn performance of “Ain’t Misbehavin’” was sung as an opening number by Margaret Simms and Paul Bass and then, later in the show, by Russell Wooding’s Hallelujah Singers. At the Hudson Theatre, the opening remained the same, but at intermission Louis Armstrong, in his Broadway debut, took to the stage to play “Ain’t Misbehavin’” as a trumpet solo.

According to the Kennedy Center’s website page, “A Place Called Harlem,” Connie’s Inn was a Harlem speakeasy that featured song and dance revues. Found at the intersection of 131st Street and 7th Avenue it was second in popularity only to the Cotton Club. The owners eventually opened the originally segregated club to blacks who were allowed to patronize the club after the whites had gone home. Fats Waller was in good company at Connie’s Inn, at least with regard to other performers which included the likes of Duke Ellington, Fletcher Henderson, and Ethel Waters.


More on Fats Waller at JazzBiographies.com

More on Harry Brooks at JazzBiographies.com

In David Ewen’s book, American Songwriters: An H.W. Wilson Biographical Dictionary, Andy Razaf divulges, “I remember one day going to Fats’ house to finish up a number based on a little strain he 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 45 minutes and there it was-“Ain’t Misbehavin’.” Columnist David Hinckley provides another account. “The song, as Waller told it, was composed at Razaf’s 133rd St. apartment in about 45 minutes. It reflected Waller’s habit of finding a few riffs and repeating them until he had a 32-bar song.”


More on Andy Razaf at JazzBiographies.com

Regardless of whose house that 45 minutes was spent in, “Ain’t Misbehavin’” has become one of Razaf and Waller’s most enduring compositions. For jazz vocalists and musicians, “Ain’t Misbehavin’” is second in popularity only to “Honeysuckle Rose.”

Leo Reisman and His Orchestra’s recording of the song was the first to appear on the pop charts, rising to number two in August of 1929. In all there were half a dozen hit recordings in 1929:

  • Leo Reisman and His Orchestra (Lew Conrad, vocal, #2)
  • Louis Armstrong (#7)
  • Bill Robinson (Bojangles) (with Irving Mills and His Hotsy Totsy Gang , #8)
  • Gene Austin (with Leonard Joy and His orchestra, #9)
  • Ruth Etting (#16)
  • Fats Waller (instrumental, #17)

And then in 1937:

Fats Waller’s 1929 recording was inducted into the Grammy Hall of Fame in 1984.


Chart information used by permission from
Joel Whitburn's Pop Memories 1890-1954

In 1978 Ain’t Misbehavin’ was used as the title of a musical about the Harlem Renaissance. Wildly successful, the show moved from the Manhattan Theatre Club to Broadway. Opening at the Longacre Theatre on May 9, 1978, the show ran for 1,604 performances and won Tony Awards for best musical, best director of a musical, and best actress in a musical.

More information on this tune...

W. T. Kirkeby
Ain't Misbehavin': The Story of Fats Waller
Da Capo Press
Paperback: 280 pages

(Kirkeby’s biography of Waller contains two pages on the anecdotal history of the song.)
See the Reading and Research links on this page for additional references.

- Jeremy Wilson

Recommendations for This Tune
Click on any CD for more details at Amazon.com
"Fats" Waller
Piano Masterworks, Vol. 1
EPM Musique 158922
Original recording 1929
Fats Waller is perhaps best known as an all-around entertainer, so it is easy to overlook his brilliant and influential piano artistry. Here, on the original recording of this tune, Waller treats us to a wonderful instrumental performance alone at the piano.
Art Tatum
Solo Masterpieces, Vol 6
Pablo 2405437
Original recording 1953
Art Tatum was Waller’s colleague, friend and rival and took Waller’s solo piano skills to another level. This relaxed yet stunning solo romp on Waller’s classic tune gives us a fascinating context in which to hear this progression of styles.
Billie Holiday
Lady Sings the Blues: The Billie Holiday Story, Vol.4
Polygram Records
Original recording 1955
Holiday is in fine late-career form on this performance. She is matched up with an all-star cast of jazz instrumentalists including clarinetist Tony Scott and tenor saxophonist Budd Johnson.
McCoy Tyner
Jazz Roots: McCoy Tyner Honors Jazz Piano Legends of the 20th Century
2000 Telarc 83507

Pianist Tyner, known to most jazz fans as a modernist, shows off his stride piano roots on this lighthearted performance. He sounds reverential, but you can still hear enough Tyner-isms to know who you’re hearing.

- Noah Baerman

Howard Alden With George Van Eps, Howard Alden
13 Strings
Concord Records

This amazing performance features Alden on 6-string guitar and Van Eps on 7-string in several settings. But Van Eps, who once worked with Fats Waller, plays “Ain’t Misbehavin’”’ as a solo, providing bass, chords and melody with beautiful and incomprehensible results.

- Sandra Burlingame

Sarah Vaughan
Sarah Vaughan in Hi-Fi
Original recording 1950
This classic Vaughan performance is taken at a relaxed tempo and features a cast of jazz giants including Miles Davis on trumpet.
Fats Waller
Transcriptions Vol. 2 1939
2003, Naxos 8120692

”’Ladies and gentlemen, just to let you know, I paid my alimony and I ain’t misbehavin’”’ is how Waller introduces this definitive rendition of his song. Played and sung in the spirit it was written, Waller is equal parts wit and mastery on this infectious track.
Dave Brubeck Quartet/Jimmy Rushing
Brubeck & Rushing
1998 Legacy Recordings 65727
Original recording 1960
There is nice interplay between the gruff vocals of Rushing and the delicate saxophone of Paul Desmond. The song takes on a bluesy feel under the direction of pianist Brubeck.
Ray Brown
Jazz Cello
2003 Verve 440065295
Original recording 1960
Bassist Brown leads the group on a leisurely stroll through the song. Brown plucks out a lyrical solo, punctuated by brass.

- Ben Maycock

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