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"Ain't Misbehavin'" by Fats Waller and Andy Razaf

Tish Oney By

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Legendary pianist and songwriter, Thomas Wright Fats Waller (1904-1943), contributed several outstanding gems to what we consider today to be the Great American Songbook. These standards include "Honeysuckle Rose" and "Ain't Misbehavin'" (both from 1929), among others. Waller's all-too-brief career reflected the impressive output of a first-rate musician, and showed him to be a talented radio personality, prolific recording artist, and beloved performer both on live stages and in film. Well-versed in the stride piano style, thanks to his early introduction to James P. Johnson, Waller proved to have formidable talent for the instrument, confident technique, and an impeccable ear, as evidenced by his historic recording of the inimitable piano challenge, "Handful of Keys." A successful songwriting team, Waller and Razaf ably created clever, catchy music that was instantly relatable to the casual listener. These traits were never better expressed than in their 1984 Grammy-Hall-of-Fame-honored song, "Ain't Misbehavin.'"

Form, Phrase Structure, and Rhyme Scheme

The song displays a typical AABA form over 32 bars, characterized by an opening eight-bar theme (A) that repeats before a contrasting eight-bar theme (B) is presented as a bridge. The song finishes with another statement of the A theme, keeping to traditional form. Razaf constructs the lyric phrases in two-bar groups for A, rhyming the ends of each group together in measures 1-4 ("myself" with "shelf"), then abandoning the rhyme scheme to state the song title in m. 5, which does not rhyme with its phrase counterpart anywhere through the rest of the phrase. This is often the case in jazz standards when the song title is stated in the text, in order to set the title apart from rhyming lyrics. In this way, the rhymes support and give evidence to the main point or message of the lyric, which is the title of the song. Razaf adopts this same scheme for each iteration of the A theme. When he comes to the B theme, his now one-bar phrase structure and rhyme scheme to match ("Horner/corner" and "nowhere/care") adopt a repetitive pattern to mirror the repetition of melodic material, which is also now a one-bar motive. In the exact manner he already used in the final four bars of each A, the final four bars of B (mm. 13-16) do not rhyme whatsoever, giving the listener a refreshing break from and preparing him/her for more clever rhymes.

Melody and Rhythm

A master of melodic interest, Waller designs a melody that bounces and swings with help from the first syncopated eighth rest starting each new section. His choice of placing the tonic pitch on the offbeat followed by the supertonic (second scale degree) on beat two, then back to the tonic, in a swinging eighth note pattern, serves to de-emphasize the tonic pitch, as is apropos in the swing style, while accenting the ninth (a/k/a scale degree two). Established jazz players do this naturally in their improvisations to accentuate non-tonic chord tones and extensions that provide more color against the bass line, so it is not uncommon to see this principle applied by great jazz composers in the melodies they write. Playing with rhythm, Waller then takes the "tonic-ninth-tonic" motivic segment he established in bar one and presents it up a step, and a half beat earlier in its second iteration. Thus he has already created musical unity and freshness by only bar two. The first three notes of the melodic motive are initially followed by a leap of a fifth. Those intervals are maintained in bar two (as a real sequence stated up a whole step), but by the third iteration of the motive in bar three, the original syncopation returns with the motive starting on the fifth scale degree and leaping a fourth above to reach the tonic before reaching higher to the ninth to begin a descending arpeggio outlining a one (tonic), six-nine chord. The melody from mm. 1-2 returns again at m. 5-6, and with a bit of rhythmic finesse, Waller keeps stating that motive in slightly different ways to bring the listener around to a two-bar repose on the third scale degree to finish the first A theme. The second statement of A is presented identically to the first, except that the second A comes to rest on the tonic for its last two measures.

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