The most voted-for song of the twentieth century was nearly cut from the film three separate times. One executive thought it was too sad. Another wanted to know why the girl was singing in a farmyard.
Here is what the song is describing, who wrote it and why, and how a Hawaiian musician with a ukulele gave it a second life fifty years later.
The Short Answer
A girl in a place she cannot stand, imagining one where the difficulties she has stop applying. It is a song about wanting to leave, written for a character who has not yet worked out that she wants to go home. The music is by Harold Arlen and the words are by E. Y. Harburg.
The Story Behind the Song
MGM hired Arlen and Harburg to write the songs for The Wizard of Oz in 1938. They had worked together for years, generally with Harburg supplying an idea or a title and Arlen setting it to music, and their credits already included “Brother, Can You Spare a Dime?” and “It’s Only a Paper Moon.”
Harburg has described the brief as needing a ballad for a small girl who was in trouble. Arlen came up with the melody while sitting in his car outside a drugstore on Sunset Boulevard.
Harburg disliked it. He thought the tune was too slow and too grand for a farm girl, closer to something for an opera singer than for a twelve-year-old in a gingham dress. Arlen consulted Ira Gershwin, who suggested taking it faster, and Harburg then wrote the words. The working title was longer and worse: “Over the Rainbow Is Where I Want to Be.”
Why did they try to cut it?
It kept failing in the room. After test screenings in the summer of 1939, studio head Louis B. Mayer is reported to have found it too sad. Other executives questioned why the film’s star was singing in a barnyard. Studio manager Eddie Mannix argued that it slowed the picture down.
Producer Mervyn LeRoy and associate producer Arthur Freed fought for it, and LeRoy is said to have threatened to leave the film over it. Mayer relented and the song stayed.
It then won the Academy Award for best original song and became the single most identifiable piece of music in American cinema. The people who wanted it removed were, at the time, making an ordinary professional judgment about pacing.
What is she actually singing about?
Escape, described in the plainest possible vocabulary. Harburg built the lyric out of small domestic words, lullabies, sweets, chimney tops, and used them to describe something enormous. That contrast is why the song works on children and on adults for different reasons.
The place she describes is not specified beyond being elsewhere and better. Nothing is named. The only concrete detail is a bird, which can go there, and the narrator, who cannot.
Is it about the Holocaust?
No, and the claim circulates widely enough to be worth answering. Both writers were the children of Jewish immigrants, and readers have since pointed at the chimney tops in the lyric.
The chronology rules it out. The song was written in 1938 and released in 1939, before the camps at the centre of that reading existed. The retrospective interpretation says something real about how the song has been used since, and nothing about how it was made. Harburg discussed the song’s composition in interviews for the rest of his life and never connected it to any of that.
What did Harburg mean politically?
He was an openly left-wing lyricist who put social content into commercial songs throughout his career, and “Brother, Can You Spare a Dime?” is the proof. A song about a poor girl in the dust bowl imagining a country where her troubles dissolve fits that record without needing a hidden layer.
The song was adopted by American forces during the Second World War for the same reason it works for everyone else: it describes wanting to be somewhere other than where you are, without specifying either place.
How successful was it?
The Academy Award in 1940, a place in the Grammy Hall of Fame in 1981, first position on the RIAA and National Endowment for the Arts list of songs of the century in 2001, first on the American Film Institute’s list of the hundred greatest movie songs in 2004, and induction into the Library of Congress National Recording Registry in 2017.
Judy Garland recorded a separate studio version for Decca that reached the top five of the American chart in 1939. The film recording itself was unavailable to buy until the soundtrack was issued in 1956, alongside the film’s television premiere.
What about the ukulele version?
Israel Kamakawiwo’ole recorded it as a medley with “What a Wonderful World” for his 1993 album Facing Future, in a single take, at a tempo and in a rhythm that has nothing to do with the original arrangement.
It has become the version many people under forty know first. It topped the German charts in 2011 and has been certified across Europe, and it has been used at so many funerals and closing credits that it now functions as a separate song that happens to share a melody.
Why it lasted
Because it is thirty-two bars of pure wanting with nothing specific in it. Garland sang it as a child actor in a Kansas farmyard, and it has since carried grief, migration, hope and every kind of leaving that people have needed it for.
Garland performed it for the rest of her life and it defined her career, which she was ambivalent about. A song that big stops belonging to the person who sang it, which is the price of writing something everybody needs.
Standards get passed down without titles, learned from a parent or a film long before anyone looks them up; when you have a melody and nothing else, our song lyrics search is where to start.