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You Stepped Out of a Dream (1940)

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Origin and Chart Information
“...this piece takes unusual twists and turns that seem to deliberately avoid settling on any one key for any length of time.”

- K. J. McElrath

Rank 96
Music Nacio Herb Brown
Lyrics Gus Kahn

The spectacular Ziegfeld Girl was one of the biggest film hits of 1941. In it Tony Martin introduced the audience to “You Stepped out of a Dream.” As a recording, the song was a modest hit for three big bands: Glenn Miller and His Orchestra with vocals by Ray Eberle and the Modernaires; Guy Lombardo and His Orchestra with Guy’s brother Carmen Lombardo singing;, and Kay Kyser and His Orchestra with vocalist Harry Babbitt. Kyser’s rendition enjoyed a brief time on the pop charts, rising to number 22. The Four Freshmen would record another popular version in 1955, available on the CD The Four Freshmen and 5 Trombones/4 Freshmen and 5 Trumpets.


More on Tony Martin at JazzBiographies.com

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

Although filled with opulence and glamour, Ziegfeld Girl was filmed in black and white. The soap opera plot, characteristic of many of the musicals of the era, was little more than an excuse for song and dance numbers, which were, in this case, directed by Busby Berkeley with an eye towards the Ziegfeld style. The film focuses on the personal lives of three chorus girls, played by Judy Garland, Hedy Lamarr, and Lana Turner, as Florenz Ziegfeld grooms them for stardom. The all-star cast also included James Stewart, Tony Martin, Jackie Cooper, Eve Arden, and Edward Everett Horton.


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More information on this tune...

Robert Gottlieb, Robert Kimball
Reading Lyrics
Hardcover: 736 pages

(This book includes a short biography of Gus Kahn and a dozen pages of his lyrics, including those for “You Stepped Out of a Dream.”)
See the Reading and Research panel below for more references.

- Jeremy Wilson

Music and Lyrics Analysis

Musical analysis of “You Stepped Out of a Dream”

Original Key Written in key signature of C
Form A – B – A – C
Tonality Primarily major but seems to shift key centers at least three times
Movement This is characterized by long, sustained tones and slow, harmonic rhythm. The melodic line gradually rises a third by step and then leaps up a sixth. The descent is by leaps.

Comments     (assumed background)

This is one of the most exotic and wandering harmonic progressions in the repertoire. Although starting and ending on C major, this piece takes unusual twists and turns that seem to deliberately avoid settling on any one key for any length of time. The initial harmonic movement from C –Db is in itself not unusual (as the N6 chord is often a substitute for V7), but the fact that it continues up to Eb is. Had it gone back to the tonic, it might have had a Lydian sound, but, instead, Eb7 resolves to Abmaj7, putting the song in an entirely new key by measure 6. After two measures, going into the “B”section, this drops a half step to start a ii7 – V7 modulation in yet another key--this time F major. Meanwhile, the melody is confined to a single pitch class–octave C’s–for five and a half measures. Under this, the I in F major goes to iii – II7 (Am – D7(b9)) which would normally resolve to V7 – I, bringing us back to F major. Instead, D7 is followed by Ebm7 – Ab7; but instead of resolving to Db, as the ear might expect, it drops back a half-step, this time to Dm for the ii7 – V7 back into C major.

The first five measures of the second “A” section are the same as the first “A,” but then Eb7 is followed by a Gb9(#11) going to F7. At first, this sounds like a VI7 – ii7 – V7 going to a I of Ab major, but, instead, the F7 moves to a Dm7(b5) (accomplished fairly simply by moving two inner voices, the 3rd and the 7th, down a half step). Again, this seems to be the beginning of a chord sequence pointing to a final resolution of Ab major via a #ivø7 – V7/iii – iiiø7 – V7/ii – ii7 – V7 –I progression. Instead, the melody over the following G7 chord goes up via A natural instead of Ab and then lands on an Em7. This begins a iii – VI7(V7/ii) – ii7 – V7 back to C major that seems to “step out of a dream.”

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
“You Stepped Out of a Dream” was included in these films:
  • Ziegfeld Girl (1941, Tony Martin)
  • Lost in Translation (2003, Catherine Lambert)

And on Broadway:

  • Singin’ in the Rain (1985, Mary D’Arcy)
Reading and Research
Additional information for "You Stepped Out of a Dream" may be found in:

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

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

Robert Gottlieb, Robert Kimball
Reading Lyrics
Hardcover: 736 pages

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

English pianist George Shearing recorded a version of this tune on one of his earliest sessions before he settled in the US where his career took off. Nat “King” Cole’s version from 1949 with Pete Rugolo’s Orchestra brought the tune back to public attention following Glenn Miller’s 1940 recording. Tenor saxophonist Stan Getz was the next performer to take up the song on one of his earlier sessions, in 1950, along with pianists Dave Brubeck that same year and Al Haig in 1951.

In the mid-1950s two talented guitarists recorded their versions: Barney Kessel in 1955 and Tal Farlow in 1956.

Chris Tyle - Jazz Musician and Historian

George Shearing
From Battersea to Broadway
Proper Box 1040

Nat "King"' Cole
Nat "King"' Cole
Capitol 99777

Stan Getz
Stan Getz 1950
Classic 1172

Barney Kessel
Barney Kessel: Plays Standards
Original Jazz Classics 238

Tal Farlow
The Swinging Guitar of Tal Farlow
Polygram Records 559515

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

To hear the modern-day template for playing “You Stepped Out of a Dream,” look no farther than Dexter Gordon’s quartet (A Swingin' Affair) recording from 1962. The medium-up tempo and back-and-forth between Latin and swing grooves have become standard fare for interpreting the tune, and Gordon’s saxophone playing here is remarkable. To get a feeling for the lyrics and for how one might interpret them vocally, a good place to start is Nat “King” Cole’s popular big band rendition from 1949.

Noah Baerman - Jazz Pianist and Educator

CD Recommendations for This Tune
Click on any CD for more details at Amazon.com
McCoy Tyner
Fly With the Wind
1992 Original Jazz Classics 699
Original recording 1976
On this album, pianist Tyner was given the opportunity to write for a larger ensemble with flute, piccolo, oboe, harp and a string section. Thanks to Tyner’s writing, the combination works remarkably well and shows his unwillingness to rest on his laurels. The ensemble’s version of “You Stepped Out Of A Dream” expertly juxtaposes the lush orchestration with the heavy, intense rhythm section playing of Tyner, bassist Ron Carter and drummer Billy Cobham and Tyner and flutist Hubert Laws take energized solo turns.
Max Roach
Deeds, Not Words
1991 Original Jazz Classics 304
Original recording 1958
Drummer and bandleader Roach is heard here at an interesting and important transitional point along his evolution from straight-ahead hard bop to more cutting edge modern music. His piano-less quintet features a front line of Booker Little on trumpet, George Coleman on tenor saxophone and Ray Draper on tuba, all of whom provide exciting solos. The performance here transitions unexpectedly between a relaxed tempo with a Latin feel and a swing feel at a blazing tempo.

- Noah Baerman

Dexter Gordon
A Swingin' Affair
1990, Blue Note 84133
Original recording, 1962
The saxophonist smolders on this track. Gordon's phrasing is impeccable and highly evocative of the sentiment of the song.
Sarah Vaughan
The Roulette Years
1991 Blue Note Records 94983
Vaughan swings gently and confidently on this medium-tempo performance with a medium-sized ensemble featuring Harry “Sweets” Edison on trumpet and bandleader Jimmy Jones on piano.
Sonny Rollins
Vol. 2
1999 Blue Note 97809
Original recording 1957
Rollins has been described as at his very best on this particular track. His saxophone is in good company here with Art Blakey at the drum kit and Horace Silver on the piano.
Stefon Harris
Black Action Figure
1999, Blue Note

The vibraphonist gives the standard such fresh vitality that it sounds like a brand new composition.
George Cables
Quiet Fire
1995, Steeplechase

It feels as if you’re headed St. Thomas way as pianist Cables sets the rhythmic pace. It’s quite an excursion, with Ron McClure on bass and Billy Hart on drums.
Ron Eschete
A Closer Look
1994, Concord Jazz 4607

“Playing fingerstyle solo guitar is a cross between living on the edge and sheer terror,” says the seven-string guitarist in the liner notes. Here he gives “You Stepped Out of a Dream” a bossa nova turn.
Chris Connor
He Loves Me, He Loves Me Not
1999, Collectables Jazz Classics
Original recording, 1956
In contrast to the Four Freshmen’s upbeat 1955 rendition, Connor reads “You Stepped Out of a Dream” as a purely romantic song, backed here by full orchestra.

- Ben Maycock

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

Nacio Herb Brown and Gus Kahn

Year Rank Title
1940 96 You Stepped Out of a Dream

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