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It's Only a Paper Moon (1933)

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Origin and Chart Information
“[Arlen’s] songs seep into the heart of a people, of a nation, a world, and stay there.”

- Yip Harburg

AKAA Paper Moon
Rank 154
Music Harold Arlen
Lyrics Yip Harburg
Billy Rose

Originally titled “If You Believed in Me,” this Harold Arlen-Yip Harburg composition was written for the 1932 Broadway show The Great Magoo. The following year Paul Whiteman’s record leapt into the hit parade:


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

Paul Whiteman’s recording is a typical dance band recording of the early ‘30s, and the tune is played at a pretty fast clip in comparison to subsequent recordings. Trumpeter Bunny Berigan has a few bars of the spotlight and turns on the heat. By contrast the version by Cliff Edwards (Ukulele Ike) includes the verse and is at a slow, groovier tempo. A 1943 version by Nat “King” Cole didn’t get into the charts but paved the way for the two 1945 hits by Ella Fitzgerald and Benny Goodman.


More on Paul Whiteman at JazzBiographies.com

More on Yip Harburg at JazzBiographies.com

“If You Believed in Me” was the second collaboration between lyricist Yip Harburg and pianist/composer Harold Arlen. Producer Billy Rose needed one song for a play by Ben Hecht and Gene Fowler entitled The Great Magoo, not a musical but a drama about a barker on Coney Island.


More on Billy Rose at JazzBiographies.com

More on Harold Arlen at JazzBiographies.com

In Harold Meyerson and Ernie Harburg’s biography Who Put the Rainbow in The Wizard of Oz?: Yip Harburg, Lyricist, the authors include Harburg’s story of the tune. “They wanted a song for the barker, a man disillusioned with the world, and he had finally fallen in love. [Rose] called me up and said, ‘Do you have any kind of a song that would fit that situation?’ Harold had a tune. He had a whole tune. And I got an idea-there’s a guy who sees the lights of Broadway, thinks the whole world is that, that the moon is a paper moon, everything is a Barnum and Bailey world...Harold and I brought it to Billy Rose, and he said, ‘Gee, that’s great. Let’s sit down and do it.” Harburg considered himself a neophyte at the time and recalled, “When Billy Rose said ‘Let’s sit down and do it’...what are you going to do? You sit down.”

Although the tune was fine, the show wasn’t and expired after 11 performances. “If You Believed in Me” was the first time Arlen and Harburg had actually gotten together to work. Arlen had submitted music for “Satan’s Li’l Lamb,” to which both Harburg and Johnny Mercer had fitted lyrics. Harburg was pleased to be able to work with Arlen, whose music had made a strong impression on him.

Arlen and Harburg’s tune became part of the film score for the 1933 motion picture Take a Chance, where it was unveiled as “It’s Only a Paper Moon.” Six years later the pair would make motion picture history with their composition “Over the Rainbow” sung by Judy Garland in The Wizard of Oz.

In 1964 CBS aired a special on Arlen and his lyricists. Hosted by Walter Cronkite, Harburg expressed his admiration for the composer, saying that Arlen’s music contains “a particularly wonderful creative quality-imaginative, new, fresh and having identification. His songs live! His songs seep into the heart of a people, of a nation, a world, and stay there.”

More information on this tune...

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

(Author/educator Furia devotes two pages to an analysis of the lyric.)

Chris Tyle - Jazz Musician and Historian

Recommendations for This Tune
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Ella Fitzgerald
75th Birthday Celebration
Original recording 1945

Ella Fitzgerald’s initial recording of “It’s Only A Paper Moon” was quite popular and for good reason. Subtly backed by the vocal group the Ink Spots, Fitzgerald swings unhurriedly and even gets in some great scatting in the cracks between the Ink Spots’ vocal phrases.

Django Reinhardt
Django in Rome 1949-1950
Jsp Records
Original Recording 1949

This swinging recording features a latter-day collaboration between guitarist Reinhardt and violinist Stephane Grappelli. Reinhardt’s playing is particularly energetic and creative, even by his lofty standards.

Miles Davis
Original recording 1951

Davis comes up with a relaxed, bop-infused, medium-tempo take on “Paper Moon,” featuring his trumpet alongside the tenor saxophone of Sonny Rollins and the piano of Walter Bishop, Jr.

Lionel Hampton & Oscar Peterson
The Complete Quartets & Quintets
Polygram Records
Original recording 1954

There are actually two versions of “Paper Moon” on this collection, with slightly different quintets led by vibraphonist Hampton. The longer version is actually a showcase for clarinetist Buddy DeFranco, who utterly shreds the tune at a bright tempo that is nonetheless relaxed thanks to the Oscar Peterson-led rhythm section. On the shorter version Hampton himself plays a great solo, as does guitarist Herb Ellis, who takes DeFranco’s place.

Ella Fitzgerald
Ella Fitzgerald Sings the Harold Arlen Songbook
Umvd Labels
Original recording 1960

This re-recording of “It’s Only A Paper Moon” is much more brash than Fitzgerald’s original version, thanks to the iconic arrangement by Billy May. Nonetheless, her swinging vocals are rather subtle and understated.


- Noah Baerman

Stephane Grappelli/Martin Taylor
1997 Linn Records 22
Original recording 1995
This charming duet finds veteran violinist Grappelli having not lost a step as he soars over the intricate plucking of guitarist Taylor.
Kenny Drew Trio
Kenny Drew Trio
1993 Original Jazz Classics 65
Original recording 1956
Pianist Drew leads bassist Paul Chambers and drummer Philly Joe Jones through a swinging reading that finds its soul in a bluesy base.
Art Blakey and the Jazz Messengers
Three Blind Mice Vol.2
Blue Note
Original recording 1962
Trumpeter Freddie Hubbard and saxophonist Wayne Shorter present some blistering solo challenges to each other as drummer Blakey leads the group at an invigorating pace.
Nat King Cole
Complete After Midnight Sessions
Blue Note Records

This was an inspired session that featured four different guest artists joining Cole’s quartet (which included drummer Lee Young, Lester’s brother). Harry “Sweets” Edison’s trumpet graces this track.

- Ben Maycock

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