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Someone to Watch Over Me (1926)

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Origin and Chart Information
“An interesting comparison is the contrasting styles of pianists Art Tatum and Erroll Garner in their versions from 1949.”

- Chris Tyle

Rank 77
Music George Gershwin
Lyrics Ira Gershwin

On November 8, 1926, the musical Oh Kay! opened at the Imperial Theater, and during that memorable performance Gertrude Lawrence introduced the audience to a song entitled “Someone to Watch over Me.” Oh Kay! would enjoy great success on Broadway, running for 256 performances before crossing the Atlantic for a London version in 1927. The musical would again court success in a 1960 Off-Broadway revival and again on Broadway in 1990.


More on Gertrude Lawrence at JazzBiographies.com

It is little wonder the musical was such an enduring hit. With a libretto written by Guy Bolton and P.G. Wodehouse and music and lyrics by George and Ira Gershwin the score included songs such as “The Woman’s Touch,” “Don’t Ask!” “Dear Little Girl,” “Maybe,” “Clap Yo’ Hands!” “Do, Do, Do,” “Bride and Groom,” “Fidgety Feet,” “Heaven on Earth,” “Oh, Kay!” and, of course, “Someone to Watch over Me.” Joining Gertrude Lawrence in the original cast were Oscar Shaw, Victor Moore, Harland Dixon, The Fairbanks Twins, Gerald Oliver Smith, Betty Compton, and Constance Carpenter.

While the musical did have many things going for it, competition was fierce on Broadway. Ira Gershwin was quick to point out that “Oh, Kay!” was one of eleven shows opening that night and one of over 240 shows opening that year.

The working title for the production was Mayfair and then Cheerio, before it became “Oh, Kay!” It is widely believed that “Kay” refers to George’s romantic and musical colleague, Kay Swift (1897-1993), an accomplished pianist and composer and the first woman to write a complete Broadway musical, Fine and Dandy (1930).

Publicist and lyricist Howard Dietz is credited with helping write the lyrics to the songs “Oh, Kay!” and “Heaven on Earth” during Ira’s six-week hospitalization for an appendectomy. In his autobiography, Dancing in the Dark, Dietz comments that George gave him credit for an undistinguished song, “Oh, Kay!” written by Ira and no credit for “Someone to Watch over Me,” for which Dietz claims credit for naming the tune and assisting with the lyrics. Dietz said, “George paid me next to nothing. It was decided I was to get one cent for every copy of sheet music sold. When Ira sent me my first paycheck it was for 96 cents.”

“Someone to Watch over Me” was a hit three times over in 1927. In February, Gertrude Lawrence’s recording with Tom Waring at the piano was on the charts for 11 weeks, peaking at number two. In March, George Olsen and His Orchestra, with vocalists Fran Frey, Bob Borger, and Bob Rice, took an upbeat version to number three. Also in March George Gershwin’s own version rose to number seventeen.


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

“Someone to Watch over Me” was originally written as an up-tempo rhythm song. While experimenting one day, George played it at a slower pace, and the brothers immediately recognized it as the wistful, warm song that we know today. The song became a highlight of “Oh Kay!” as a forlorn Gertrude Lawrence, alone on stage and dressed in a maid’s uniform, sang “Someone to Watch over Me” to a rag doll. Broadway critic Percy Hammond wrote that Lawrence’s performance had “wrung the withers of even the most hard-hearted of those present.”


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More information on this tune...

Ira Gershwin
Lyrics on Several Occasions
Limelight Editions
Paperback: 424 pages

(The lyricist himself devotes four pages to “Someone to Watch Over Me,” telling anecdotes, recalling its history, and discussing his lyric.)
See the Reading and Research panel below for more references.

- Jeremy Wilson

Music and Lyrics Analysis

George Gershwin’s use of repeated notes is widely recognized and found in many of his songs, including “Oh, Lady Be Good!” (1924), “That Certain Feeling” (1925), “They Can’t Take That Away From Me” (1937), and “A Foggy Day” (1937). In Wayne Schneider’sThe Gershwin Style: New Looks at the Music of George Gershwin, contributor C. Andre Barbera says, “[Repeated notes] build melodic tension while emphasizing rhythm and holding the door open for harmonic ingenuity…the ear is simply drawn to the harmonic progressions.” The opportunity to showcase harmonic ingenuity makes these songs compelling to many jazz musicians. And shifting the complexity to the bass line increases the likelihood the song will be a hit because more artists can sing it.

Gershwin wasn’t the first or the last to use the repeated notes device. Examples are common, ranging from Chopin’s “Prelude in E minor” to Cole Porter’s “Every Time We Say Goodbye” (1944). In the October, 1998, issue of Atlantic Monthly, David Schiff points out in his article, “Misunderstanding Gershwin,” that “Gershwin may have taken some of his most distinctive musical touches from Chopin’s ‘Prelude in E minor’…Chopin’s melody emphasizes numerous repetitions of the same pitch…Each time a note is repeated, the harmony under it changes…making the melodic notes sound ever more intense.” Schiff suggests to the reader, “Listen to the Chopin and then to ‘Someone to Watch over Me’; Gershwin’s song is virtually a paraphrase of the prelude.” -JW

Musical analysis of “Someone to Watch Over Me”

Original Key Eb major
Form A – A – B – A
Tonality Major throughout
Movement “A” is a rising pentatonic scale, descending in a step-wise pattern before ending by leaping up a fifth and down an octave. “B” is primarily step-wise with some upward and downward skips.

Comments     (assumed background)

The “A” section displays an interesting example of a standard chord progression used in an unusual way, and it is a virtual showcase, demonstrating the usefulness of the vii˚ chord. Every other chord in this initial progression is preceded by a vii˚ that includes the melody note, making for a smooth transition. The surprise comes at the end of “A,” when the ii-vii˚-IV sequence resolves not to I, as the ear might expect, but to vi (in the original key, C minor). From there it completes the cycle of ii – V7 –I. The tricky part of the tune is here; because of the following I – VI – ii –V7 turnaround, Gershwin adds an extra measure, thus creating a NINE-bar phrase instead of the usual eight bars. It is important to listen and COUNT at this point, because the overwhelming tendency is to go back to the rising pentatonic lead-in to the second “A” in measure eight, instead of measure nine where it belongs. (This does not happen at the end of the second “A”.)

The same holds true in the “B” section; because the harmonic progression requires eight full measures to complete, “B” contains an extra measure for the lead-in to the last “A”. The best recommendation here is to simply “read the ink” until the nine-measure phrases are comfortable.

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).
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Soundtrack information
“Someone to Watch Over Me” was included in these films:
  • Rhapsody in Blue (1945)
  • Young at Heart (1955, Frank Sinatra)
  • Three for the Show (1955, Marge Champion)
  • Beau James (1957, Vera Miles)
  • The Helen Morgan Story (1957, Gogi Grant dubbing for Ann Blyth)
  • Star! (1968, A Gertrude Lawrence biography; sung by Julie Andrews)
  • Someone to Watch Over Me (1987, Sting)
  • Cider House Rules (1999, played by George Gershwin)

And on Broadway:

  • Crazy for You (1992, Jodi Benson)
Reading and Research
Additional information for "Someone to Watch Over Me" may be found in:

William G. Hyland
The Song Is Ended: Songwriters and American Music, 1900-1950
American Philological Association
Hardcover: 336 pages

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

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

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

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

(3 pages including the following types of information: music analysis.)

Joan Peyser
The Memory of All That: The Life of George Gershwin
Watson-Guptill Publications; Reprint edition
Paperback: 319 pages

(1 paragraph including the following types of information: anecdotal.)

Thomas S. Hischak
The American Musical Theatre Song Encyclopedia
Greenwood Press
Hardcover: 568 pages

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

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.)

Ira Gershwin
Lyrics on Several Occasions
Limelight Editions
Paperback: 424 pages

(4 pages including the following types of information: anecdotal, history and song lyrics.)

Philip Furia
Ira Gershwin: The Art of the Lyricist
Oxford University Press; Reprint edition
Paperback: 308 pages

(3 pages including the following types of information: history and lyric analysis.)

Robert Gottlieb, Robert Kimball
Reading Lyrics
Hardcover: 736 pages

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

Edward Jablonski
Gershwin: A Biography
Bdd Promotional Book Co

(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

Vocalist Lee Wiley recorded an album of all Gershwin tunes in 1939 featuring various small groups associated with guitarist Eddie Condon. On her version of “Someone to Watch over Me,” she was accompanied only by Fats Waller on organ, an instrument he was as easily at home with as piano. Their version is a marvelous example of simplicity.

The tune began to pick up momentum in the mid-1940s with recordings by: trumpeter Billy Butterfield (formerly with Bob Crosby, Benny Goodman and Artie Shaw); Eddie Condon, in an album of Gershwin favorites (1944); and tenor saxophonists Coleman Hawkins (1945) and Ike Quebec (1946). An interesting comparison is the contrasting styles of pianists Art Tatum and Erroll Garner in their versions from 1949.

Chris Tyle - Jazz Musician and Historian

Lee Wiley
Lee Wiley Sings the Songs of George and Ira Gershwin and Cole Porter
Audiophile 1

Eddie Condon
Eddie Condon 1944-1946
Classics 1033

Ike Quebec
Ike QuebecSwing High, Swing Lo
Definitive Classics

Art Tatum
Art Tatum 1949
Classic 1104

Erroll Garner
Erroll Garner 1949
Classics 1138

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

The tenderness of “Someone to Watch Over Me” is particularly well-suited to intimate musical settings. Ella Fitzgerald’s 1950 performance (Pure Ella), accompanied only by the piano of Ellis Larkins, is a great example of this and a classic among Fitzgerald’s many great ballad recordings. Blossom Dearie’s gorgeous 1959 recording (My Gentleman Friend) also revolves around piano, in this case her own, though there is subtle rhythm section activity here as well. Art Tatum, meanwhile, enjoyed some of his most lyrical moments on his many solo piano explorations of this tune, beginning with a great recording in 1949 (1949).

Noah Baerman - Jazz Pianist and Educator

CD Recommendations for This Tune
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Ella Fitzgerald
Pure Ella
Original Recording 1954
Fitzgerald made a name for herself singing with large ensembles and swinging combos, but this duo recording was significant in proving that she did not depend on having that accompaniment. Here she is backed only by the sensitive piano of Ellis Larkins, and that is all she needs as she gives a lovely, assured performance of “Someone to Watch Over Me.”

- Noah Baerman

Blossom Dearie
My Gentleman Friend
2003, Verve
Original recording, 1959
This rendition may just be the definitive vocal version. Dearie's wistful delivery leaves listeners feeling as if they are eavesdropping on her deepest desires.
Donald Byrd
2002, Savoy
Original recording, 1955
Trumpeter Byrd is at the top of his game on this rendition with warm rich tone and flawless technique.
Rahsaan Roland Kirk
2000 Verve 833
Original recording 1962
Multi-reed player Kirk was widely known for his brash and often experimental music, but he could lay back and play a ballad with the best of them. Here, backed by such stellar accompanists as Wynton Kelly and Roy Hayes, he does just that.
Stephane Grappelli
2001, Universal
Original recording, 1956, Verve
Violinist Grappelli departs from his trademark gypsy swing and explores the realm of the intimate jazz trio. The song allows him to step to the forefront and exercise musical chops that had previously been overshadowed by Django Reinhardt.
Dave Brubeck
One Alone
2000, Telarc

Late in a long and illustrious career pianist Brubeck continues to astound. His solo take on the song is distinguished by its wit, elegance and taste.

- Ben Maycock

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

George Gershwin and Ira Gershwin

Year Rank Title
1924 18 The Man I Love
1924 22 Oh, Lady Be Good!
1930 24 Embraceable You
1930 54 But Not for Me
1938 57 Love Is Here to Stay
1930 73 I Got Rhythm
1926 77 Someone to Watch Over Me
1937 86 They Can't Take That Away from Me
1937 88 A Foggy Day
1927 98 'S Wonderful!
1937 158 Nice Work If You Can Get It
1937 201 Love Walked In
1927 213 How Long Has This Been Going On?
1929 320 Strike Up the Band
1924 329 Fascinating Rhythm
1929 381 Soon
1931 419 Who Cares? (So Long As You Care for Me)
1935 420 It Ain't Necessarily So
1930 487 I've Got a Crush on You
1936 766 Let's Call the Whole Thing Off
1936 927 They All Laughed
1926 983 Maybe

George Gershwin, Ira Gershwin and DuBose Heyward

Year Rank Title
1935 270 I Loves You Porgy
1935 539 Bess, You Is My Woman Now

George Gershwin, Ira Gershwin and Gus Kahn

Year Rank Title
1929 189 Liza (All the Clouds'll Roll Away)

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