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:

• Paul Whiteman and His Orchestra (1933, Peggy Healy, vocal, #9)
• Cliff Edwards (1933, vocal, #13)
• Ella Fitzgerald (1945, vocal, #9)
• Benny Goodman and His Orchestra (1945, Dorothy Reid, vocal, #10)

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.

“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.

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.”