Fred Astaire, Dorothy Fields, & Jerome Kern

“Zen and the Art of Not Dancing” Part 1

The idea for this multiple-part piece occurred to me a few months while I was putting together my KSDS radio show, Sing! Sing! Sing!, for June 10th.  As they often are, that episode was a very deep dive into the work of a great songwriter - in this case a great team, Jerome Kern and Dorothy Fields.  It was then that I noticed that the two of them had written two songs worth discussing in the context of each other, “I Won’t Dance” and “Never Gonna Dance.”  That specific episode, “The Jerome Kern - Dorothy Fields Songbook” is available for streaming at KSDS.org and also on my account at podbean. 

Sammy Cahn once told me about a moment when Sinatra asked him to write him a song about dancing.  The great songwriter added that he was flummoxed because every time he thought of a title, or a possible idea for a song, it turned out Irving Berlin had already done it. “He has written all the great songs about dancing, has he not?” was how Sammy put it.  And indeed, the vast majority of those were written by Berlin for Fred Astaire; ultimately, Berlin wrote six movie scores for Astaire, which was more scores for the great dancer than any other songwriter.  (Sammy and Jimmy Van Heusen eventually would write “The Last Dance” as the closing song on the classic Sinatra album Come Dance with Me.)

So yes, Fred Astaire has sung and danced all the great songs about dancing, most of which were by Berlin, ranging from the classic “Cheek to Cheek” and “Let’s Face the Music and Dance” to the undeservedly obscure, “It Only Happens When I Dance with You.” 

But it’s less well known that Astaire has also sung both of the two greatest songs ever written about not dancing, or, more specifically, about refusing to dance.

“I Won’t Dance” and “Never Gonna Dance” were both composed by Jerome Kern with lyrics by Dorothy Fields.  Kern and Astaire would work together on four shows and films, although the first of these, the 1922 Broadway show The Bunch and Judy, isn’t considered a milestone in either man’s career.  Despite the combined talents of Kern plus Kern or Fred and Adele Astaire,  The Bunch closed after only 63 performances and none of the songs is remembered today.  However, Kern would go on to write scores for three all time classic films for Astaire, Roberta (1935), Swing Time (1936), and You Were Never Lovelier (1942), the first two with lyrics by Dorothy Fields.

If “I Won’t Dance” is the single most famous song about not dancing, and it’s worth pointing out that it wasn’t originally written with Astaire in mind.  In 1933, Kern and lyricist Otto Harbach had a substantial hit with Roberta, which was probably the composer’s most successful show since the classic Show Boat (1927).  Roberta, which was also the greatest Broadway success for its juvenile lead, the young Bob Hope, ran 295 performances on Broadway, but, curiously, did not play on London’s West End.  Instead, Kern wrote a new show to play London, Three Sisters, which despite the score by Kern and his Show Boat collaborator, Oscar Hammerstein II, closed after only two months and never made it to Broadway.

Roberta did not play the West End possibly because RKO Pictures quickly snapped up the film rights and were anxious to get the movie version into production, rather than waiting for a London production to play its course.  As usual, Hollywood monkeyed with the property, casting Randolph Scott in the lead, as opposed to Bob Hope.  Today, we don’t think of Hope as a musical leading man, but, as we know, he was an inspired dancer and at least a passable singer; alas, Hope would have to wait a few more years to break into movies.  Producer Pandro S. Berman dropped many of the songs from the original score, among them two of the best-received songs from the show, “You’re Devastating” and "The Touch of Your Hand.”

Someone, however, decided to add two songs.  We don’t know who decided to team Kern with Dorothy Fields, but it was an inspired idea.  Fields had just spent most of the last decade writing for Broadway and the Cotton Club with her first great partner, the first-rate songwriter Jimmy McHugh.  

Kern had been a major force in American music and theater for 25 years at this point; his more usual collaborators, Oscar Hammerstein and Otto Harbach, brought out the more formal and operatic side of his work.  Fields, however, was the perfect choice to give Kern’s soaring melodies a snappy, street-smart quality.   He was already in the last decade of his long career, and Fields’s lyrics were just the ticket to make him sound contemporary; neither Harbach nor Hammerstein would have been suited to work with Kern on something titled Swing Time, yet Fields’s lyrics helped to underscore that Kern was as contemporary as George Gershwin or Richard Rodgers.

The one wholly original song by Kern and Fields for the 1935 film of Roberta was the sublime “Lovely to Look At.” (That song became the title of the 1952 MGM remake of Roberta, but we’re getting way ahead of ourselves.)  The other song would be “I Won’t Dance.”

Fields, however, was not the original lyricist of “I Won’t Dance.”  The song had been introduced in that 1934 West End show Three Sisters with a lyric by Hammerstein.  I like to think it was Fields who conceived the idea of rewriting it for Fred Astaire.  As Fields biographer Deborah Grace Winer has observed, the idea behind the original Hammerstein text is, essentially, “I won’t dance because I’m such a klutz.”  It was Fields who rewrote it to say, “I won’t dance, because I’m so attracted to you that if I take you in my arms - even if it’s on the dance floor - I don’t know what will happen.”  Or as Fields puts it so perfectly, “my heart won’t let my feet do things they should do.”

I don’t know of any recording of the Hammerstein version; there are at least British recordings of medleys of selections from Three Sisters, but neither of them includes the lyrics to “I Won’t Dance.”  (Two other songs from the score that are a little more widely heard were both recorded by Al Bowlly with Lew Stone and His Band: “Hand In Hand,” introduced by Stanley Holloway in Three Sisters and also recorded by him, and “Lonely Feet,” later repurposed for the movie version of Sweet Adeline and eventually sung by Liza Minnelli.)

Deborah Winer is essentially correct, although I would say that Hammerstein is leaning in  the direction that Fields eventually went, but that Fields was much better at expressing these erotic sentiments.  

The song was published in England, and the lyrics were collected by Amy Asch in her essential The Complete Lyrics of Oscar Hammerstein II.  There are numerous verses and choruses in the show, but this is the central refrain as published:

I won’t dance, don’t ask me.
I won’t dance, don’t ask me.
I won’t dance, don’t ask me to.
I’m fond of dancing, but I won’t dance with you.

When your arms enfold me,
With your arms you hold me.
You hold me so close and tight.
I sort of like it but it gives me a fright;
It never harmed me, but who knows when it might?

Dancing as an exercise may do good,
I’ve no doubt it’s doing quite a few good.
Though I know your partners all call you good,
For me you’re too good.
Too good to do good.
So that’s why,

I won’t dance, don’t ask me.
I won’t dance, don’t tempt me.
I won’t dance, don’t urge me to.
I’ve got good reason why I won’t dance with you
I’m fond of dancing, but I won’t dance with you.

The following are the lyrics, as everyone knows them, by Dorothy Fields.  (Officially in the Roberta film, the song is credited to Kern, Hammerstein, Otto Harbach - who wrote most of the Roberta lyrics with Kern - and also to Dorothy Fields and Jimmy McHugh.  McHugh and Fields were still officially partners, so they were contractually obligated to share credit. Thus, there are five names on this song.)

I won't dance, don't ask me
I won't dance, don't ask me
I won't dance, madame, with you
My heart won't let my feet do things they should do

You know what? You're lovely
You know what? You're lovely
But oh, what you do to me

I'm like an ocean wave that's bumped on the shore
I feel so absolutely stumped on the floor
Ah, but when you dance you're charming and you're gentle
Especially when you do The Continental
But this feeling isn't purely mental
For heaven rest us
I'm not asbestos
And that's why

I won't dance, why should I?
I won't dance, how could I?
I won't dance, merci beaucoup
I know that music leads the way to romance
So if I hold you in my arms, I won't dance

Fields achieved greater continuity with Astaire’s career in that she threw in a reference to “The Continental” in the bridge.  

When you dance you're charming and you're gentle.
Especially when you do “The Continental.”

“The Continental,” by Con Conrad and Herb Magidson, was the big hit from Astaire and Rogers’s previous movie, The Gay Divorcee (1934) - in fact it had already won the first Academy Award for best song.  This is the sort of topical reference that Fields specialized in, the kind that would clearly never be found in a lyric by Harbach or Hammerstein.

“I Won’t Dance” was a notable song in a very successful movie musical, but curiously, not widely recorded in 1935; Astaire didn’t make commercial recordings of any of the Roberta songs, alas.  He did come back to it in 1952 for The Astaire Story, his masterpiece album of new jazz interpretations of his essential songbook, conceived and produced by the wily Norman Granz.

“I Won’t Dance” seems to have been rescued for posterity by two guys who were not overly fond of each other, Granz and Sinatra.   Granz apparently loved the song: after The Astaire Story it appears on half a dozen Verve albums over the next five years alone - Art Tatum, Oscar Peterson, Buddy DeFranco, Blossom Dearie, Anita O’Day, Woody Herman - climaxing in the famous duet by Ella Fitzgerald and Louis Armstrong from 1957.

(The above is one of the better numbers from Sinatra’s 1957-’58 ABC TV series; the colorization is somewhat goofy, but it’s an excellent version overall.)

Sinatra famously sang “I Won’t Dance” on his classic 1957 album, A Swingin’ Affair, in a classic arrangement by long-term collaborator, Nelson Riddle. (Mel Gibson dances to that track in the 2000 comedy What Women Want.)  He also performed it in his great 1957 concert from Seattle, which would be commercially released in 1999, a year or so after the singer’s death.  After a characteristically ingenious and entirely original introduction by Riddle, Sinatra plumbs depths even deeper than Astaire - fully illuminating the basic idea of Fields’s lyric, namely, I won’t dance because I can’t trust myself in your presence.

The Seattle concert performance is even more exciting, even though Sinatra slightly mangles the lyric: instead of “I won’t dance, Madame, with you” he sings, “with you, Madame.”  This kills the rhyme, but Sinatra generates so much erotic excitement it doesn’t matter.  The Capitol record famously includes one of the first mentions of the Sinatra catchphrase “ring-a-ding-ding” and Sinatra also sings it the live version, but here also throws in more spontaneous slang (“ring-a-ding-ding - a real gasser!”).  In both performances, he also builds up to one of his best-ever big belt endings on “if I hold you in my arms..” before he ends succinctly and Basie-like with a simple “I won’t dance.”   Neal Hefti also wrote an excellent arrangement of the song for Sinatra and the actual Basie band; while that 1962 chart is also excellent, to me the magic is in the 1957 Riddle version.  (Sinatra later re-recorded “I Won’t Dance” in a new arrangement by Neal Hefti for his 1962 album with Count Basie.)

Granz later said that Armstrong selected the songs in his duets with Fitzgerald, but there can be no doubt that “I Won’t Dance” was the producer’s choice - although Fitzgerald and Armstrong could have easily heard the Sinatra version released a few months earlier.  The duet opens with Ella singing the verse rubato, but when Armstrong enters with the last words, “Not this season, there’s a reason,” it goes into tempo.  From what we know about Fitzgerald, she was an excellent dancer, and loved to dance every chance she could - the song seems to have special meaning for her.  After this marvelous duo with Armstrong (on the sequel album, Ella and Louis Again, 1957) she didn’t wait long to sing it again, this time with Nelson Riddle no less.  

Fitzgerald might have waited until her 1963 Ella Fitzgerald Sings the Jerome Kern Songbook, but instead included on the 1961 Ella Swings Brightly With Nelson Granz’s very generous move to not only feature Riddle in the title but also on the cover of the album, side by side with Fitzgerald. (This second Riddle arrangement of the Kern song is also great, but doesn’t surpass the 1957 Sinatra version, any more than Sinatra’s own later version does.)   

The song turns up on several later Ella concert albums, among them her 1962 Berlin concert and her 1969 appearance at the Montreux Jazz Festival.  The Berlin version ends with her throwing in “I won’t twist!,” and both have her phrasing the last word emphatically with a comically-exaggerated French pronunciation - “I won’t dahnce!”

“I Won’t Dance” - between Fitzgerald and Sinatra - became one of the most performed and most popular songs of the Jerome Kern - Dorothy Fields songbook - and yet it was hardly the author’s final word on the subject of not dancing.

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Very Special thanks to the fabulous Ms. Elizabeth Zimmer, for expert proofreading of this page, and scanning for typos, mistakes, and other assorted boo-boos!

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Sing! Sing! Sing! : My tagline is, “Celebrating the great jazz - and jazz-adjacent - singers, as well as the composers, lyricists, arrangers, soloists, and sidemen, who help to make them great.”
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