Composer Walter Donaldson and lyricist Gus Kahn wrote “Makin’ Whoopee” for the 1928 Broadway show Whoopee! where it was introduced by the star Eddie Cantor. “Love Me or Leave Me,” which also became a jazz standard, was introduced by Ruth Etting in the show. Produced by Florenz Ziegfeld, the show ran for 379 performances and would have run longer if Ziegfeld had not gone broke and had to close the show. According to David Ewen in the Complete Book of the American Musical Theater Ziegfeld had to sell the movie rights to Samuel Goldwyn and release Cantor to act as consultant and star in the film. The 1930 film, which closely follows the Broadway musical, was Cantor’s first movie and made a star of him. Whoopee! enjoyed a successful revival on Broadway in 1979.

The musical was based on a novel by Owen Davis entitled The Nervous Wreck. The plot concerns the local sheriff’s fiancee who flees their wedding because she is love with someone else. Coming to her rescue is a hypochondriac (played by Cantor) who has no idea that she has left a note saying that they are eloping. Confusion and laughter reign during the chase. The show originally featured the George Olsen Orchestra which was replaced by the Paul Whiteman Orchestra for two months.

In The American Musical Theatre Song Encyclopedia author Thomas S. Hischak describes Cantor’s performance of the song: “The hypochondriac Henry Williams sings to a sextet of lovely ladies his views on marriage: what starts as nerves and lust soon turns to dreary married life and eventual infidelity, with both partners out looking for new ‘whoopee.’ The song’s euphemistic title had been coined by columnist Walter Winchell not long before, and Cantor’s wide-eyed rendition of the number brought out all the naivete and salaciousness of the expression.”

“Makin’ Whoopee” charted three times:

• Eddie Cantor (1929 with the Nat Shilkret Orchestra, 2 weeks at #2 for a total of 10 weeks)
• Paul Whiteman Orchestra (1929, Bing Crosby, Jack Fulton, Charles Gaylord and Austin Young vocals, 5 weeks peaking at #8)
• Ben Bernie and His Hotel Roosevelt Orchestra (1929, Scrappy Lambert vocal, 2 weeks, peaking at #16)

The song appeared in the 1944 film Show Business about a vaudeville song and dance team, starring and produced by Cantor. The song was also featured in the 1951 film I’ll See You in My Dreams, a biopic of Khan (played by Danny Thomas) and his wife Grace LeBoy Khan (played by Doris Day). In the 1953 film The Eddie Cantor Story, the man himself dubbed his voice for Keefe Brasselle playing Cantor. Michelle Pfeiffer sang a slow, sultry version of the song in The Fabulous Baker Boys (1989).

In The American Popular Ballad of the Golden Era, 1924-1950: A Study in Musical Design Allen Forte says, “In 1981 the Donaldson Publishing Company, together with the Gus Kahn Publishing Company, filed a copyright infringement suit against the publisher of Yoko Ono’s ‘I’m Your Angel,’ claiming that her song was ‘largely copied from and substantially similar to ‘Makin’ Whoopee.’” Forte also claims that “Makin’ Whoopee” was “...reportedly Winston Churchill’s favorite song (after ‘God Save the King,’ one assumes.)”

“Makin’ Whoopee” was recorded by the Count Basie Orchestra, Miles Davis, Barney Kessel, Frank Sinatra, Dr. John, and Branford Marsalis. The song is featured in recent recordings by bassist Keter Betts, Live at the East Coast Jazz Festival 2000, and vocalist Stacey Kent in The Boy Next Door (2003).