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Over the Rainbow (1938)

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Origin and Chart Information
“It was as if the Lord said, ‘Well, here it is, now stop worrying about it!”

- Harold Arlen

AKASomewhere Over the Rainbow
Rank 63
Music Harold Arlen
Lyrics Yip Harburg

Judy Garland introduced “Over the Rainbow” in the 1939, MGM film, The Wizard of Oz. The filming of the production began in October of 1938 with premiers on August 15, 1939, at Grauman’s Chinese Theatre in Hollywood and on August 17, 1939, at the Capitol Theatre in New York City.

Within days of the two premiers, recordings of “Over the Rainbow” were climbing the pop charts with Glenn Miller and Larry Clinton leading the pack. By mid-September four recordings were in the top ten

And in 1960, the Dimensions’ hit recording rose to number sixteen on the pop charts.


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

“Over the Rainbow” was to be the first of many Judy Garland hit recordings and would be recognized as her signature song. Her 1939 rendition was inducted into the National Academy of Recording Arts and Sciences Grammy Hall of Fame in 1981.


More on Judy Garland at JazzBiographies.com

In 2001, “Over the Rainbow” was voted the best song of the twentieth century as part of the “Songs of the Century” project, a distinction created by the Recording Industry of America Association (RIAA) and the National Endowment for the Arts (NEA). Three years later, in 2004, the song was voted the top movie song of all time, with the American Film Institute (AFI) declaring, “In the venerated #1 spot was Judy Garland’s soulful and iconic rendition of ‘Over the Rainbow’ from the beloved family classic, The Wizard of Oz.”

The story for the film originated in 1899 when 43-year-old L. Frank Baum authored what was to become one of fourteen Oz books, The Wonderful Wizard of Oz, published in 1900. On the face of it, The Wonderful Wizard of Oz is a children’s book, but many scholars see the story as an allegory for the dangers of retaining the gold standard. A hot political topic of the time, the hard-money East opposed the Silverites who advocated bimetallism, the addition of silver coinage to the gold standard. It was thought that the inflationary effect of a looser monetary policy would help the farmers, and others hit hard by the 1890’s depression, to reduce their debts. In this scenario, Oz is the abbreviation for “ounce” (of gold); the Scarecrow represents the Western farmer, who turns out to be more intelligent than he realizes; the Tin Woodsman represents the depleted American factory worker; and the Cowardly Lion is William Jennings Bryan who betrayed the Silverites, and so on.

Another speculation cited by Alan Lewens in his book, Popular Song: Soundtrack of the Century, equates the journey to Oz with the one of America’s gold rushes, depicting how greed drove farmers (the Scarecrow), industrialists (the Tin Woodsman), and others who lacked moral courage (the Cowardly Lion) in search of the holy grail of personal wealth.

Yet another account has Baum getting the idea for the name Oz when he saw the letters O-Z on a file cabinet drawer.

Regardless of the intended allegory, The Wonderful Wizard of Oz was a huge success, and in 1902 an extravagant musical stage version opened in Chicago to great critical acclaim. The next year the show opened on Broadway becoming one of the greatest successes in Broadway history to that point. The book was also adapted for the screen with silent features in 1910, 1915, and 1925, none of which were successful.

MGM had originally wanted Jerome Kern to score the film but Kern’s doctor vetoed the idea, having prescribed rest to the songwriter who was recuperating from a recent heart attack. MGM also had to settle for second choice with the film’s star, casting Garland only after they were unable to borrow Shirley Temple from Twentieth Century-Fox. After multiple changes to the screenplay and cast and with contributions from four directors, The Wizard of Oz was completed in March of 1939 and went on to receive six Academy Award nominations, winning in the Best Score and Best Song categories, the latter for “Over the Rainbow”.

A number of film scholars have written analyses with Dorothy representing a depressed America turning to FDR’s New Deal for hope. Yip Harburg, who made contributions to the production beyond writing the lyrics, at least partially substantiated the claims in a Washington Post interview, saying that Emerald City was the New Deal.

Most of the Arlen/Harburg songs for The Wizard of Oz are remarkably memorable compositions with memorable lyrics. They are praised within the context of the film, but jazz instrumentalists and vocalists do not routinely perform them. Termed by Arlen the “lemon drop” songs, “Ding-Dong! The Wicked Witch Is Dead,” “The Merry Old Land of Oz,” and “We’re Off to See the Wizard” are usually considered novelty fare, too closely connected with the movie plot to have become widely accepted by jazz musicians. “We’re Off to See the Wizard” did gain some notoriety, however, when Australia adopted it as their wartime marching song during World War II.


More on Harold Arlen at JazzBiographies.com

More on Yip Harburg at JazzBiographies.com

According to the official Harold Arlen website, www.haroldarlen.com, after completing the “lemon drop” songs, Arlen felt a ballad was needed to balance them out.

I felt we needed something with a sweep, a melody with a broad, long, line. Time was getting short, I was getting anxious. My feeling was that picture songs need to be lush, and picture songs are hard to write.

While driving, the melody came to him out of the blue, and Arlen said, “It was as if the Lord said, ‘Well, here it is, now stop worrying about it!’” When Arlen played his tune for Harburg, however, the lyricist did not like it saying it sounded like something that should be sung by Nelson Eddy with a symphony orchestra rather than a twelve-year-old girl in a farmyard. In defense of his composition, Arlen played it for Ira Gershwin, knowing Gershwin was a respected (and childhood) friend of Harburg. Gerswin liked it and suggested a quicker tempo and less harmonization. With his encouragement Harburg proceeded to write the title and lyrics, attempting to scale the song down with childish words.

Once Harburg was convinced, Arlen had to pass the song by MGM executives who cut “Over the Rainbow” from the film three times, thinking it slowed the pace of their overly long movie. In the end, it was Arthur Freed who used his friendship and influence with Louis B. Mayer to get the song permanently reinstated.

More information on this tune...

Allen Forte
The American Popular Ballad of the Golden Era, 1924-1950: A Study in Musical Design
Princeton University Press
Hardcover: 336 pages

(Forte devotes six pages to the song’s history and an analysis of the music.)
See the Reading and Research panel below for more references.

- Jeremy Wilson

Music and Lyrics Analysis

Harold Arlen wrote “Over the Rainbow” with an introductory verse and a 32-bar A-A-B-A refrain. Each A section starts out “Somewhere over the rainbow…” and continues by describing a fairytale situation, such as ‘a land in a lullaby,’ ‘where bluebirds fly’, ‘skies are blue’, or ‘dreams come true.’ The bridge promises the singer will someday make a wish and then wake up, freed from past troubles; this expectation is underscored in the song’s final line which asks, “Why then, oh why can’t I?”

The verse is seldom sung, but it is one of Harburg’s best, commencing with, “When all the world is a hopeless jumble…” Ella Fitzgerald includes it on the highly rated Ella Fitzgerald Sings the Harold Arlen Song Book, a double CD set with arrangements by Billy May.

Arlen’s composition does have a grand feel to it, largely a result of the octave leap in the first two notes (“Some-where”), which often draws praise for its sympathetic support as a “leap” over the rainbow. This ascension does support the expression of Dorothy’s soaring dreams, but as the lyrics were penned after the music, it is Harburg who deserves the final credit for fitting the perfect concept and title phrase, “Over the Rainbow,” to what has been voted the best song of the twentieth century and the top movie song of all time. -JW

Musical analysis of “Over the Rainbow”

Original Key G major
Form A – A – B – A (ends with a four measure extension based on “B”)
Tonality Major throughout; interspersed minor chords create drama and emotion
Movement Soaring leaps upward, with downward skips followed by upward, step-wise motion; many sustained pitches

Comments     (assumed background)

One of the most beautiful ballads penned during the “Golden Age of American Song,” it requires a good deal of breath and tonal control. It uses repeated motivic devices in the melody which help make it memorable. The harmonic structure is actually quite simple; functionally, it departs from the basic I – IV – I – V7 only once, in mm. 7-8 of the “B” section (“where troubles melt”). However, the melody is flexible enough to lend itself to a wide range of chord substitutions and variations. Arlen’s original uses quite a few of these substitutions to add harmonic variety and interest. His use of I – iii – I7 – IV and the IV – iv – iii – VI+7 sequence in mm.5-6 of “A” are purely decorative rather than functional, but they increase tension and build interest by taking the ear down unexpected paths and delaying resolution until the end of the line.
K. J. McElrath - Musicologist for JazzStandards.com

Check out K. J. McElrath’s book of Jazz Standards Guide Tone Lines at his web site (www.bardicle.com).
Musicians' Comments

rdgBeing a jazz head, I learned a lot of tunes by ear in their 32-tune bar improvising form, and so I don’t know a lot of verses. I found out about a week before the recording session that ”Over the Rainbow” had a verse and decided to record it. This is a hard tune to make your own because Judy Garland owns it. I arranged it so that the bridge goes into double time and alternates between a pedal and harmonic release. I think the bridge plus the hypnotic outro make it a unique reading of the tune.

Rita di Ghent , jazz vocalist-composer

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Soundtrack information
“Over the Rainbow” was included in these films:
  • Wizard of Oz (1939, Judy Garland)
  • The Philadelphia Story (1940, James Stewart, Katherine Hepburn)
  • I Wake Up Screaming (1941, instrumental)
  • Junior Miss (1945)
  • Springtime for Thomas (1946) Tom and Jerry cartoon
  • The Truce Hurts (1948) Tom and Jerry cartoon
  • Casanova Cat (1951) Tom and Jerry cartoon
  • The Glenn Miller Story (1953, The Glenn Miller Orchestra)
  • Interrupted Melody (1955, Eleanor Parker dubbed by Eileen Farrell)
  • A Patch of Blue (1965)
  • The Abominable Dr. Phibes (1971, instrumental)
  • Dr. Phibes Rises Again (1972, Vincent Price)
  • That’s Entertainment! (1974, Judy Garland from The Wizard of Oz, 1939)
  • Saxophone Colossus (1986, Sonny Rollins)
  • Made in America (1993)
  • Sleepless in Seattle (1993)
  • Corrina, Corrina (1994, Jevetta Steele)
  • That’s Entertainment III (1994, Judy Garland from the Wizard of Oz, 1939)
  • To Wong Foo, Thanks for Everything! Julie Newmar (1995, Patti La Belle)
  • My Fellow Americans (1996, instrumental)
  • Contact (1997)
  • Face/Off (1997, Olivia Newton-John)
  • Harold Arlen: Somewhere over the Rainbow (1998, Judy Garland)
  • Meet Joe Black (1998, Israel Kamakawiwo’ole)
  • You’ve Got Mail (1998, Harry Nilsson)
  • Finding Forrester (2000, 1-Bill Frisell; 2-Israel Kamakawiwo’ole)
  • The Majestic (2001, Chet Baker)
  • Unconditional Love (2002, Jonathan Pryce)
  • The Big Bounce (2002, Israel Kamakawiwo’ole)
  • Stormy Weather: The Music of Harold Arlen (2003, Jimmy Scott)
  • Sky Captain and the World of Tomorrow (2004, Jane Monheit)
  • 50 First Dates (2004, Israel Kamakawiwo’ole)
And on stage:
  • The Wizard of Oz (1987, Gillian Bevan) Royal Shakespeare Company, London
  • Forbidden Broadway 1990 (1990, Kevin Ligon) Off-Broadway satirical revue
  • Hakosem! (1994, Michal Yanay) Tel-Aviv, Israel revival 1999
  • The Wizard of Oz on Ice! (1996, Oksana Baiul, skater; Shanice, singer) CBS special
  • The Wizard of Oz on Ice (1996, Jeri Campbell, skater; Laurnea Wilkerson, singer) touring show
  • The Wizard of Oz (1997, Jessica Grove) touring show
  • The Wizard of Oz (2001, Nikki Webster) Australian revival
  • Wizard: The Music of Harold Arlen (2004) cabaret
And on television:
  • Ford Star Jubilee: The Wizard of Oz (1956, Judy Garland) CBS special
  • The Muppet Show (1978, Robin) Season 3, Episode 55
  • Rainbow (1978, Andrea McArdle) NBC biopic
  • Picket Fences (1993, signed by Marlee Matlin) CBS drama series, Episode 27, "The Dancing Bandit"
  • First Do No Harm (1997, Aretha Franklin) made-for-tv movie aired 2/16/97
  • Little Girls in Pretty Boxes (1997, Israel Kamakawiwo’ole) Lifetime TV
  • Party of Five (1998, Israel Kamakawiwo’ole) FOX drama series, Season 4, Episode 83 "Of Human Bonding"
  • Young Americans (2000, Israel Kamakawiwo’ole) WB drama series, Season 1, Episode 1, Pilot aka "The Beginning"
  • Gideon’s Crossing (2001, Israel Kamakawiwo’ole) ABC drama series
  • Life with Judy Garland: Me and My Shadows (2001, Judy Garland) tv biopic Tammy Blanchard
  • ER (2002, Israel Kamakawiwo’ole) NBC drama series, Season 8, Episode 21: "The Beach"
  • Pasadena (2002, Israel Kamakawiwo’ole) FOX drama series, Episode 13, "Don’t It Always Seems to Go?"
  • Providence (2002, Israel Kamakawiwo’ole) NBC drama series, Season 4, Episode 15, "Act Naturally"
  • Charmed (2003, Israel Kamakawiwo’ole) WB
  • Chocolate com Pimenta (2003, Luiza Possi) Brazilian TV
  • Taxicab Confessions (2003, Willie Nelson) HBO documentary
  • Tempted (2003, Israel Kamakawiwo’ole) Lifetime TV
Reading and Research
Additional information for "Over the Rainbow" may be found in:

William Zinsser
Easy to Remember: The Great American Songwriters and Their Songs
David R. Godine Publisher
Hardcover: 279 pages

(2 paragraphs including the following types of information: lyric analysis and music analysis.)

Philip Furia
The Poets of Tin Pan Alley: A History of America's Great Lyricists
Oxford University Press; Reprint edition
Paperback: 336 pages

(1 page including the following types of information: history and lyric analysis.)

David Ewen
Great Men of American Popular Song
Prentice-Hall; Rev. and enl. ed edition
Unknown Binding: 404 pages

(3 paragraphs including the following types of information: history.)

David Ewen
American Songwriters: An H.W. Wilson Biographical Dictionary
H. W. Wilson
Hardcover: 489 pages

(3 paragraphs including the following types of information: anecdotal and history.)

Allen Forte
The American Popular Ballad of the Golden Era, 1924-1950: A Study in Musical Design
Princeton University Press
Hardcover: 336 pages

(6 pages including the following types of information: history and music analysis.)

Thomas S. Hischak
The American Musical Film Song Encyclopedia
Greenwood Press
Hardcover: 536 pages

(1 paragraph including the following types of information: anecdotal, summary and film productions.)

Max Morath
The NPR Curious Listener's Guide to Popular Standards
Perigee Books
Paperback: 235 pages

(1 paragraph including the following types of information: history and performers.)

Susan Sackett
Hollywood Sings!: An Inside Look at Sixty Years of Academy Award-Nominated Songs
Pub Overstock Unlimited Inc
Paperback: 332 pages

(7 paragraphs including the following types of information: anecdotal and history.)

Alan Lewens
Popular Song: Soundtrack of the Century
Watson-Guptill Publications
Paperback: 192 pages

(1 page including the following types of information: history, performers, style discussion and song writer discussion.)

Caryl Brahms
Song by Song: The Lives and Work of 14 Great Lyric Writers
R. Anderson Publications
Paperback: 281 pages

(2 paragraphs including the following types of information: history. (Page 133).)

Max Wilk
They're Playing Our Song: Conversations With America's Classic Songwriters
Da Capo Press; 1st Da Capo Press ed edition
Paperback: 296 pages

(3 paragraphs including the following types of information: anecdotal. (Page 147). 1 page including the following types of information: anecdotal. (Pages 234-235).)

Robert Gottlieb, Robert Kimball
Reading Lyrics
Hardcover: 736 pages

(Includes the following types of information: song lyrics.)

Roy Hemming
The Melody Lingers On: The Great Songwriters and Their Movie Musicals
Newmarket Pr; Reprint edition

(3 paragraphs including the following types of information: anecdotal and history. (Page 8).)

David Ewen
All the Years of American Popular Music
Prentice Hall Trade
Hardcover: 850 pages

(2 paragraphs including the following types of information: history.)
Also on This Page...

Music & Lyrics Analysis
Musician's Comments
Reading & Research

Jazz History Notes
Getting Started
CD Recommendations
Listen and Compare
By the Same Writers...

Jazz History Notes

Pee Wee Russell was a marvelous yet misunderstood clarinetist whose career began in the 1920s. For many years he was stereotyped as a “Dixieland” musician, although he stated, “I never played Dixieland in my life; I played jazz music.”

Russell came into his own in the 1950s when he was given more freedom and opportunities to record with younger musicians. Coleman Hawkins stated, “For thirty years, I’ve been listening to him play those funny notes...he’s always been way out, but they didn’t have a name for it then.”

A 1958 date finds Russell accompanied by a rhythm section. As a single voice, his playing is quiet, introspective, and oddly similar in approach to Lester Young’s later playing.

Pee Wee Russell: Over the Rainbow. Xanadu 192 (out-of-print, but available for download at www.emusic.com)

Chris Tyle - Jazz Musician and Historian

Getting Started
This section suggests definitive or otherwise significant recordings that will help jazz students get acquainted with “Over the Rainbow.” These recordings have been selected from the Jazz History and CD Recommendations sections.

Regardless of the jazz relevance, one cannot be truly familiar with “Over the Rainbow” without hearing Judy Garland sing it, and her 1939 recording (Over the Rainbow) is a true classic. Among jazz version, two solo performances stand out, not surprising given the intimate qualities of the tune. Art Tatum’s 1955 version (20th Century Piano Genius) strikes a characteristic balance between lyricism and inventiveness. Meanwhile, Art Pepper’s live recording from 1977 (At the Village Vangaurd 4: More for Less) is a great example of the emotional rawness of Pepper’s playing by that point in his career.

Noah Baerman - Jazz Pianist and Educator

CD Recommendations for This Tune
Click on any CD for more details at Amazon.com
Art Tatum
20th Century Piano Genius
1996 Polygram 31763
Original recording 1955
This informal live recording, among Tatum’s last, shows his technique and creativity to still be in top form.
Bud Powell
Amazing Bud Powell, Vol. 1
2001 Blue Note 32136
Original recording 1951
This creative, vibrant excursion is one of the sterling examples of Powell’s Tatum-influenced approach to solo piano ballads.
Mary Lou Williams
Solo Recital
1998 Original Jazz Classics 962
Original recording 1978
This performance, from Williams’ final recording, serves as a fitting and poignant summary of the personal sound she developed through years of absorbing and participating in the major developments of jazz.

- Noah Baerman

Harold Arlen
Over the Rainbow
1997 Pearl 7095
Original recording 1939
Judy Garland’s version of “Over the Rainbow” is featured on this multi-artist compilation. While this is neither the first nor the “jazziest” recording of “Over the Rainbow,” one simply can’t know this song well without listening to Garland sing it. Fortunately, she sings it beautifully, so this is no sacrifice.
Art Pepper
More for Les--At the Village
1992, Orig. Jazz Classics 697
Original recording, 1977 (Live at the Village Vanguard Vol #4)
Saxophonist Pepper's trio (George Cables, George Mraz, Elvin Jones) sits this one out as he proffers his emotional solo interpretation of "Over the Rainbow."'
Ella Fitzgerald
Arlen Songbook 2
Polygram Records
Original Recording 1960
Fitzgerald shines on this performance from her “songbook” series. Her understated, tender singing keeps the string-laden arrangement from becoming saccharine.
Stan Kenton
Sketches on Standards
Blue Note Records

This rather moody version of "Over the Rainbow"' is uncharacteristic of not only the song but the artist as well. A wonderful trombone solo highlights a big brass sound courtesy of such greats as Lee Konitz and Maynard Ferguson.
Aretha Franklin
The Great Aretha Franklin: The First 12 Sides
1990 Sony 31953
Original recording 1960
Years before Franklin became the “Queen of Soul,” she was a fine interpreter of standards. This skill is well demonstrated on her performance of “Over the Rainbow” with a small jazz combo featuring vibraphonist Tyree Glenn and pianist Ray Bryant.
James Moody
2001, Melodie Jazz Classic

Moody's tenor saxophone is rich and imaginative on this intriguing bop reading of the song. The improvisation on the solo runs is fantastic and vaults the song to a whole other musical level.
Jane Monheit
Taking a Chance on Love
2004, Sony

Talented young vocalist Jane Monheit delivers a delicate and touching rendition of the song. Her sincerity and emotion are reminiscent of the Judy Garland original.

- Ben Maycock

Written by the Same Composer(s)...
This section shows the jazz standards written by the same writing team.

Harold Arlen and Yip Harburg

Year Rank Title
1938 63 Over the Rainbow
1937 526 Last Night When We Were Young
1942 721 Happiness Is a Thing Called Joe

Harold Arlen, Yip Harburg and Billy Rose

Year Rank Title
1933 154 It's Only a Paper Moon

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