Fats Waller’s Ain't Misbehavin'

The history of the song has always been shrouded in legend. Waller himself used to like to say that he wrote it while in jail for failure to pay alimony. Some biographers have taken this as fact, but Razaf himself cleared up the mess in a 1966 letter to Bob Kumm, writing: “There is no truth to the widely circulated erroneous story about ‘Ain’t Misbehavin’’ being written while Fats was in prison. The song was written by Fats and myself at his West 133rd. St. home in Harlem. The title and words are entirely mine. An hour after we wrote it we went to the 44th St. Theatre and demonstrated it for the show rehearsal. It was selected to be the theme song of the show. After Paul Bass and Margaret Simms sang it as a love duet, I suggested that Louis (Satchmo) Armstrong sing and play a chorus from the orchestra pit. When he did, it became a terrific hit.”

Ain't Misbehavin'

"Ain't Misbehavin'" was first recorded in August 1929 in Camden, NJ, on Victor Records. Written by Thomas "Fats" Waller with lyrics by Andy Razaf as part of the score for the Broadway play ‘Hot Chocolates,’ the song debuted in March 1929 as a vehicle for Louis Armstrong to sing from the orchestra pit, but when Armstrong dazzled audiences with his vocal performance of the song, the producers of the play changed the script to bring him on-stage to sing it.

Young Fats Waller

A reporter in The New York Times took note, writing “A synthetic but entirely pleasant jazz ballad called ‘Ain’t Misbehavin’’ stands out and its rendition between the acts by an unnamed member of the orchestra was a highlight of the premier." Soon enough, those in the audience had no choice but to know the name of this "unnamed member of the orchestra": due to the popularity of the performance, Armstrong was moved from pit to the stage and given a featured billing. He was officially a Broadway star.

Louis Armstrong - Ain't Misbehavin'

"Connie's Hot Chocolates: Hot Feet" was an all black revue that opened at Connie's Inn on February 28, 1929. Barry Singer, Razaf's biographer, quotes a review of the show from the Pittsburgh Courier as saying, "This is the first floor show of New York's exclusive night clubs to entirely the work of men of color".

Andy Razaf

Ken Bloom quotes Harry Brooks, who generally receives co-credit for the music, as presenting yet another aspect of how "Ain't Misbehavin" was written. The composition was, according to Brooks, "an attempt to copy the successful formula Gershwin used for 'The Man I Love.' We imitated the opening phrase that began just after the first beat and the minor part of the bridge, too."

Louis Armstrong - Ain't Misbehavin', 1929

"Ain't Misbehavin'" was inspired by Waller's desire to answer quips regarding his reputation for overindulging in wine, women, and song. He was known for keeping two bottles of gin on the table during rehearsals, one for himself, the other for the band, and regular toasts for all kept the music flowing. The stride piano and ragtime master combined a sure sense of "ragged" syncopation on this song that was written while he was still in his twenties.

Fats Waller

Fats Waller was in every way immense and prodigious. His appetites and his talents were large and inexhaustible. His friend and teacher, James P. Johnson, once said, “Some little people have music in them, but Fats, he was all music, and you know how big he was.” He was all laughter too – or almost all – and the most persistent image of Fats is the picture of him settled down at the piano with a bottle of gin nearby, his eyebrows raised, his derby askew and a cigarette dangling from his wide, cockeyed smile.

Fats Waller

Thomas Wright Waller grew up in the exciting musical atmosphere of Harlem in the teens and ’20s. His parents were deeply religious, and Fats started out playing the organ in the Abyssinian Baptist Church and studying classical piano technique. He also began working with Harlem stride-piano masters like James P. Johnson and Willie “The Lion” Smith, although his father insisted that jazz was “music from the devil’s workshop.”

Fats Waller

When he was still in his early 20s Fats began his collaboration with lyricist Andy Razaf; they scored their first success in 1928 with “Keep Shufflin’.” The next year was miraculous: Fats – only twenty-five years old – and Razaf wrote the score for the Broadway hit Hot Chocolates (which included “Ain’t Misbehavin’” and “Black and Blue”) as well as “Honeysuckle Rose,” “I’ve Got a Feeling I’m Falling” (lyric credited to Billy Rose) and a host of other distinguished tunes. It was in that same year that Fats signed a contract with Victor, the company for whom he performed until the recording ban of World War II.

"Connie's Hot Chocolates: Hot Feet", revue, 1929

Fats’s records, which began with “’T Ain’t Nobody’s Biz-ness If I Do” in 1922, spread his fame across the United States and around the world. It seemed that he could make any tune sound entertaining. The finale of ‘Ain’t Misbehavin’’, in fact, is made up of some of the songs written by others that Fats Waller made hits.

Fats Waller

Fats raised the art of stride piano (cleverly defined in “Handful of Keys”) to its highest level and in so doing became one of the originators of swing music. He was probably the greatest combination of musician and comedian that America has ever produced. As a composer, pianist and singer, he wove comedy and music together so well that his songs are as fresh and funny today as they were fifty years ago. In another time and place Fats Waller might never have become a comedian and might have been the classical artist his parents – and perhaps he himself – wanted him to be.

Fats Waller

‘Ain’t Misbehavin’’ remains one of five jazz standards written by Fats Waller that is still played by stride pianists and students of ragtime in the 21st century. The song appears on over 300 albums and CDs. In 1978, the Broadway musical and tribute to Fats Waller, Ain't Misbehavin', received a Tony Award as Best Broadway Musical. The original 1929 recording of "Ain't Misbehavin'" by Fats Waller received the Grammy Hall of Fame Award in 1984, and it was one of fifty recordings selected for inclusion in the National Recording Registry by the Library of Congress in 2004.

Fats Waller - Ain’t Misbehavin’

Ain't Misbehavin' lyrics:

No one to talk with, all by myself
No one to walk with but I'm happy on the shelf
Ain't misbehavin', savin' my love for you

I know for certain the one I love
I'm through with flirtin', it's you that I'm dreamin' of
Ain't misbehavin', savin' my love for you

Like Jack Horner in the corner
Don't go nowhere, what do I care?
Your kisses are worth waitin' for, believe me

Don't stay out late, no place to go
I'm home about eight, just me and my radio
Ain't misbehavin', savin' my love for you

(instrumental break)

Like Jack Horner in the corner
Don't go nowhere, what do I care?
Your kisses are worth waitin' for, believe me

Don't stay out late, no place to go
I'm home about eight, just me and my radio
Ain't misbehavin', savin' my love for you
All my love

Ain’t Misbehavin’, Broadway 1978