Last Night When We Were Young


Last Night When We Were Young (m. Harold Arlen, w. Yip Harburg)

Last Night When We Were Young-sheet music cover-1In the book Who Put the Rainbow in the Wizard of Oz?: Yip Harburg, Lyricist, by Harold Meyerson and Ernie Harburg (1995), pp. 94-96, the authors state that Arlen composed the music of what was to become the song “Last Night When We Were Young” before he left New York for Hollywood to begin work, with lyricist Yip Harburg, on the first film of a three-picture agreement with Warner Brothers. In the extensive quotes of Harburg that follow, the lyricist describes how Jerome Kern and George Gershwin had each cautioned Arlen that the composition lacked popular appeal. Kern had complained that the music was perhaps “too esoteric for popular consumption,” and Gershwin had dismissed it as being overly complicated. The authors also indicate that Johnny Mercer had declined an offer, saying, “I don’t think I could write a lyric to that.”

According to Harburg, about a year went by after Arlen had composed the music that it was finally offered to him. The lyricist was not informed by Arlen of the previous opinions mentioned above. Of the opening phrases from which he drew the title and the first line of the lyric, “Last night…when we were young,” Harburg said, “The juxtaposition of those two phrases is almost a whole world of philosophy.” He further ventured that, “the whole pathos of the human situation, of the human race, is in that musical phrase. Harold gave it to me.”

From Who Put the Rainbow in the Wizard of Oz?, p. 98:

In Yip and Harold’s canon, “Last Night” is without parallel. It moves beyond Arlen’s usual blues into something more painful, less remediable…It is the only lyric Yip ever wrote about losing love irrevocably and came after his first wife had left him, his father had died, and his business had collapsed.

When Yip and Harold’s Beverly Hills landlord, opera star Lawrence Tibbett, sought to insert the song in one of his pictures, the studio balked. That same thing happened years later to Judy Garland and Frank Sinatra–though in time, all three recorded the number and it acquired a following among musical cognoscenti. Years later, New York Times critic Stephen Holden wrote that listening Sinatra’s rendering of the song “is to be transported for a moment to the center of the earth and to feel the deepest loneliness.”

selected recordings and taped TV studio performances before live audiences, 1935-1983:

Lawrence Tibbett — recorded on 9 or 10 October 1935*; issued on RCA Victor “Red Seal” 11877 (also on Victor CS 93770)


Yip Harburg and Harold Arlen-1a

Judy Garland — recorded on 16 November 1948; cut from the 1949 film In the Good Old Summertime; released in 1951 on Judy Garland Sings, MGM E-82 (10″, 33 rpm, Mono), MGM 82 (10″, 78 rpm, Mono), M-G-M K82 (45pm, 4 record box set)

See also, at


1955 In the Wee Small Hours-Frank Sinatra, Capitol Records W-581 (1a)

Frank Sinatra — recorded at KHJ Studios in Hollywood on 1 March 1954; arranged and conducted by Nelson Riddle — released in April 1955 on the album In the Wee Small Hours, Capitol Records W-581 (also Capitol W581)


Carmen McRae — recorded on 29 December 1955; released in May 1956 on the album Torchy!, Decca DL 8267


Judy Garland — recorded on 31 March 1956, with orchestra conducted by Nelson Riddle; released 10 October 1956 on the album Judy, Capitol Records


Judy Garland, accompanied by Joe Bushkin on piano — from the Judy Garland Musical Special for “General Electric Theatre,” telecast live from Hollywood on 8 April 1956


The Hi-Lo’s — probably originally from their 1956 album On Hand, ST-7008 (although Discogs suggests that the recording of the song on that album was about a minute longer than this recording)


Helen Grayco with orchestra conducted by Judd Conlon — from the 1956 album After Midnight, Vik LX-1066


Peggy Lee — from her 1956 (or 1957 ) album Dream Street, Decca DL 8411

Peggy Lee (vocal), Lou Levy (piano), Stella Castellucci (harp), Larry Bunker (metallophone), Max Bennett or Buddy Clark (bass), Nick Fatool (drums), Marty Paich (arrange)


Art Farmer with the Quincy Jones Orchestra — title song from the 1957 album ABC-Paramount ABC-200


Frank Sinatra — 1958 TV performance, likely for The Frank Sinatra Show


Janet Blair — probably from the Ed Sullivan Show, Season 11, Episode 7, or Season 12, Episode 7 — aired: 26 October 1958


Sarah Vaughan with Fred Norman’s Orchestra — recorded in New York in late 1959; issued on the album Close to You, Mercury ‎SR 60240 (Stereo), Mercury 20580 (Mono)


Cal Tjader Quartet, with strings — arranged by Clare Fischer; recorded on 2 June 1960; released on the 1961 album Plays Harold Arlen, Fantasy ‎3330, Fantasy F-2034

Cal Tjader Quartet: Cal Tjader – vibraphone, leader; Buddy Motsinger – piano; Red Mitchell – bass; Johnny Rae – drums


Cliff Jordan Quartet — recorded at Bell Sound Studios, NYC, on 10 August 1960; originally released on the 1961 album Spellbound, Riverside Records ‎RLP 340 (Mono)

Clifford Jordan – tenor saxophone
Cedar Walton – piano
Spanky DeBrest – bass
Albert Heath – drums


Al Viola — from his 1960 LP Imagination, Liberty ‎LRP 3155 (Mono), Liberty LST 7155  (Stereo)


Bud Freeman — originally released on the 1962 album Something to Remember You By

Bud Freeman – tenor sax
Dave Frishberg – piano
Bob Haggart – bass
Don Lamond – drums


Judy Garland — from The Judy Garland Show, Episode 22; taped: 14 February 1964, aired: 23 February 1964


(below) Episode 22 performance, with vintage footage of Judy


Kenny Burrell with Gil Evans Orchestra — recorded on 4 December 1964; released on the 1965 Kenny Burrell album Guitar Forms, Verve Records ‎V6-8612


Frank Sinatra — recorded in Hollywood on 13 April 1965, arranged and conducted by Gordon Jenkins; released on the 1965 album September of My Years, Reprise Records FS 1014, Stereo (also 1014), and Reprise F 1014, Mono


Phil Woods Quintet — recorded at RCA Studios, NYC, 9 November 1977; released on the 1978 album Song For Sisyphus, (US) Gryphon Productions, Inc. ‎G-901, and (UK) RCA ‎ PL 25179

Phil Woods (alto,soprano saxophone) Mike Melillo (piano) Harry Leahey (guitar) Steve Gilmore (bass) Bill Goodwin (drums)


Tommy Flanagan — from the 1978 album Plays The Music Of Harold Arlen, (Japan) Interplay DIW 328CD

Tommy Flanagan – piano
George Mraz – bass
Connie Kay – drums
Helen Merrill – vocal


Dick Haymes — from the posthumous album Keep It Simple, released in 1983


helpful links:

book sources and other relevant books:


* According to book Harold Arlen: Rhythm, Rainbows, and Blues, by Edward Jablonski (1998), Chapter 7, p. 96-99, Yip Harburg had come to Hollywood in late 1934 after being hired by Universal Studios to work on a film featuring the song “April in Paris” that he had co-written with Vernon Duke in 1932. However, he was soon hired by Warner Brothers when the Universal project was abandoned.

Jablonski states that Harburg rented a spacious Beverly Hills mansion from the baritone Lawrence Tibbett. However, Jablonski also indicates that Tibbett might have been still in Hollywood working on the film Metropolitan when Harburg began renting from him, before leaving for New York, at some later date, for a season long engagement at the Metropolitan Opera. This suggests that Harburg may have rented only part of the mansion, but no details of the living arrangement are provided.

In 1935, a three-picture contract with Warner Brothers signed by Harold Arlen paired him with lyricist Harburg. So when Arlen and his girl friend Anya Taranda came to Hollywood, according to Jablonski, they conveniently moved in with Harburg at the aforementioned mansion, presumably with Tibbett’s approval, though again details are lacking. Before the songwriters began work on the first of the three pictures, an Eddy Cantor vehicle titled Strike Me Pink, they completed the song “Last Night When We Were Young,” which Arlen had begun in New York. Unlike George Gershwin and Jerome Kern, Tibbett liked the song so much that he tried to interpolate it into his current film Metropolitan. Although the song and a filmed performance of it by Tibbett and Virginia Bruce were eventually rejected, the baritone continued to champion the song, says Jablonski, and he recorded it for Victor in October 1935. Some sources, including Jablonski (p. 99), indicate that Tibbett recorded “Last Night When We Were Young” on 9 October 1935, while others date it one day later.

Jablonski describes a scenario in which a young Judy Garland found a copy of the Tibbett recording, a couple of years after it was made, in a secondhand records bin. The author says that she bought it after recognizing Arlen’s name, and that it “immediately became her favorite song.” However, the facts that Jablonski is off by about three years on the date that Frances Gumm (via “Frances Garland”) professionally became Judy Garland, and that he incorrectly claims that at the age of 16 Judy was still a member of the Gumm Sisters, though the group, after changing their professional name to the Garland Sisters, had disbanded a couple of months after Judy turned 13, casts doubt upon the rest of the story. Jablonski indicates that Judy found the used record when she was sixteen, which means no earlier than June 1938. In the same paragraph he suggests that at the time she found the record she had yet to adopt the stage name Judy Garland, and was still a member of an act known as the Gumm Sisters (Ibid., p. 99).

Collectively, these claims are at variance with chronological details found in the book Judy Garland: The Day-by-Day Chronicle of a Legend, by Scott Schechter (2006), pp. 29f. Schechter’s account has the group being billed as The Garland Sisters for the first time during an engagement at the Oriental Theatre in Chicago in August 1934, and (after alternating between “Gumm” and “Garland” for a few months) seldom using the name Gumm professionally after December 1934. According to Wikipedia, which cites a Los Angeles Times article dated 15 August 1935, the group was broken up by August 1935, with the marriage of “Suzanne Garland.” According to Schechter (Ibid.), Frances Ethel Gumm, the youngest member of the group, was billed as Frances Garland professionally for a time (late 1934 to mid-1935) after the trio was renamed, before adopting the first name Judy during a 15 June-26 July 1935 engagement (Ibid., p. 33) at the Cal-Neva Lodge in Lake Tahoe, NV. From then on she was always known professionally as Judy Garland.


2 Comments (+add yours?)

  1. Robert Silvestri
    Mar 22, 2016 @ 07:36:01

    So glad you assembled this page with the wonderful assortment of recordings.



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