“Over the Rainbow” (1961) Ella Fitzgerald

“Over the Rainbow”

Composed by Harold Arlen, music; and E.Y. Harburg, lyric. Arranged by Billy May.

Recorded by Ella Fitzgerald on January 15, 1961 for Verve in Hollywood.

Billy May, arranger, directing: Don Fagerquist, trumpet; Milt Bernhart, trombone; Benny Carter, alto saxophone; Plas Johnson, tenor, saxophone; Chuck Gentry, baritone saxophone; Paul Smith, piano; Al Hendrickson, guitar; Joe Mondragon, bass; Alvin Stoller, drums; Veryl Brilhart, harp; Israel Baker, Jacques Gasselin, Benny Gill, Murray Kellner, Dan Lube, Erno Neufeld, Lou Raderman, Nathan Ross, Misha Russell, Marshall Sosson, Joseph Stepansky, Jerry Vinci, violins; Alvin Dinkin, Lou Kievman, Virginia Majewski, Paul Robyn, violas; Armond Kaproff, Ray Kramer, Edgar Lustgarten, Eleanor Slatkin, celli.

The story:

The song “Over the Rainbow,” from the classic 1939 M-G-M fantasy film The Wizard of Oz, which made Judy Garland a star at age 17, has been one of the most recorded standards since 1939. In fact, the first recording of “Over the Rainbow” was made on December 8, 1938, more than eight months before the film was released, by Larry Clinton with Bea Wain singing, for Victor. That recording was held by Victor pursuant to an agreement with M-G-M until the film was released on August 25, 1939. The Wizard of Oz was a box-office success in its initial theatrical release, and because of continual remarketing and repackaging over the last 80+ years, it has long been a part of the fabric of American pop culture.

At first, “Over the Rainbow” was treated like many other current film tunes were in the world of swing. Various bands played and recorded arrangements of it because it was being heard in movie theaters by audiences who were seeing The Wizard of Oz. In late 1939 and into 1940 recordings or radio broadcasts of “Over the Rainbow” were made, in addition to the Larry Clinton/Bea Wain Victor disk, by Glenn Miller, Artie Shaw, Benny Goodman, Kay Kyser and Bob Crosby. Then the initial interest in the tune waned.

In the post-World War II period, a new group of bandleaders took up the song, including Boyd Raeburn, Ray McKinley, Stan Kenton, Tex Beneke and Harry James. Jazz piano wizards Art Tatum and Erroll Garner incorporated the melody into their repertoires then. As the 1940s segued into the 1950s, “Over the Rainbow” was being recorded by all types of singers and instrumental groups. By the mid-1950s, there was, it seemed, a stampede of artists entering recording studios to record “Over the Rainbow.”

Curiously, Ella Fitzgerald did not get around to recording the song until 1961. This can be explained, perhaps, because Ella’s manager and guru, Norman Granz, was working with Ella on a series of concept albums in the late 1950s, with each LP (or set) focusing on the music of a given composer, like George Gershwin or Cole Porter. By the time they got around to the music of Harold Arlen, who was the sixth composer in the Fitzgerald/Granz “Songbook Series,”(1) the 1960s were well underway.

Granz, who was most successful at mixing great music with social activism, envisioned the “Songbook Series” as a means of improving Ella Fitzgerald’s singing career. In the early 1950s, with Decca Records, she recorded songs in a willy-nilly fashion. After Ella moved to Granz’s Verve label in the mid-1950s, Granz changed that, hoping to move Ella’s recordings into the pop music mainstream. But to do this, Granz eschewed current pop hits, and steered Ms. Fitzgerald toward more sophisticated songs, written by America’s most distinguished popular song composers. His idea was to record Ella singing the best of American Popular Song (before that term had the connotation it now has), in an organized way that record buyers would find easy to relate to and understand. That would, he hoped, broaden her appeal to record buyers, but on a rarefied, classy level. Granz’s idea was wildly successful. By the end of the 1950s, Ella Fitzgerald’s career was in high gear, and she was known far and wide as “The First Lady of Song.” (Above right: Norman Granz and Ella Fitzgerald in the late 1950s)

The music:

Norman Granz commissioned master swing arranger Billy May to create the musical showcases for Ella’s voice for the Harold Arlen Songbook recordings. May was then in the middle of a tremendously successful three LP project with Frank Sinatra, the albums entitled Come Fly With Me (1958), Come Dance With Me (1958), and Come Swing With Me (1961). Granz had come to realize that many of the performances in Ella’s previous Songbook recordings were not particularly swinging, and he wanted a bit more swing and jazz for the Arlen Songbook. May’s approach, at least on “Over the Rainbow,” was to create music for a small jazzy choir of five horns complemented by twenty strings. 

One of Ella Fitzgerald’s biggest fans was Marilyn Monroe.

In addition to a lovely, floating four-bar introduction, played by the strings and harp without rhythm accompaniment, Billy May and Ella agreed that the wonderful verse for “Over the Rainbow” should be included on Ella’s recording. It is a delight, both musically and lyrically. Ella’s crystalline voice is backed gently through the first part of the verse by the horns and rhythm; then the warm strings come in, providing a sonic contrast.

Notice how easily and gracefully she sings the pick-up to the verse and octave jumps in the first bar of the chorus (main melody) of Arlen’s music, and all that follows. It is done with apparent ease and relaxation, with superb voice quality. This is the work of a masterful, musicianly singer, performing a great song at the height of her technical and expressive powers.

The jazz solo on tenor saxophone in the second chorus is played by L.A. studio heavyweight Plas Johnson.

Ella Fitzgerald’s performance of “Over the Rainbow” is gently swinging, and flawless in every respect. If anyone wants to know why this is such a great song, they need go no further than this recording.

The recording presented with this post was digitally remastered by Mike Zirpolo.

Notes and links:

(1) The entire Ella Fitzgerald/Norman Granz “Songbook Series” included LPs dedicated to the music of these composers: Irving Berlin; Jerome Kern; George and Ira Gershwin; Cole Porter; Richard Rodgers and Lorenz Hart; Duke Ellington, Johnny Mercer and Harold Arlen.

Here are links to a few other examples of the great singing of Ella Fitzgerald:




And here is a link to the performance that started Ella’s rise to stardom:


Here is a link to some of the images that appear here at swingandbeyond.com:



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