A musical revue

Book by Murray Horwitz, Richard Maltby, Jr.
Music by Thomas “Fats” Waller and others, adapted by Luther Henderson
Lyrics by a lot of people, you’ll see them in the song list


Opened at the Longacre Theatre    May 9, 1978    1,604 performances (often revived)
Original Director: Richard Maltby, Jr.
Original Choreographer: Arthur Faria
Original Producer: The Manhattan Theatre Club, Emanuel Azenberg, Dasha Epstein, The Shubert Organization, Jane Gaynor & Ron Dante
Original Leads: Nell Carter, Armelia McQueen, Andre DeShields, Ken Page, Charlayne Woodard
Cast Size:  Male:2    Female: 3    Ensemble: 0    Total Cast Size: 5…or any size you want
Orchestra: 7
Published Script: None
Production Rights: MTI (Music Theater International)
Recordings: Original cast album, two record set, it’s amazing! Numerous other recordings.
Film: Filmed and aired by CBS with the original Broadway cast. A blueprint for how to do this show.
Other shows by the authors: Maltby: Baby, Miss Saigon, Big, Nick & Nora
Awards: Tonys for Best Musical, Best Featured Performance (Carter), Direction (Maltby, Jr.)


A perfect night of musical entertainment for a company with very talented performers, but not a lot of money. Traditionally produced with an all-Black cast, as a part of the attempt to create a feel for Waller in his own performing element, his own day. But the material is so strong, I see no real reason any combination of terrific talent couldn’t do this show. Very strong choice for small theaters like Little Theaters and Dinner Theaters. Dinner Theaters should love the show, as they could insert in two Intermissions if desired to sell deserts and such. Colleges with the right cast could do it, but it might not be a large enough show in terms of cast demands unless you expand the casting, as I will discuss further down. Very fine choice for Stock companies and resident companies looking for an inexpensive musical to slip into the middle of a season, a show that can load in and out quickly. Fine fare for off-Broadway and, of course, Broadway.

By the way, a potentially fun night at the Pops Orchestra…

Be Warned:

It’s a lot of music, so if you haven’t a cast that can really sing and move well, this isn’t a good show for you. And the singers must project tons of personality. You’ll need a very strong Musical Director and Choreographer, both comfortable with the period and styles involved.

A show likely to be revived and often, you might want to check to see if it has played in your neighborhood over the past few years before choosing it.

I do have some concerns that this sort of music may drop out of the public’s radar or range of interest.  It has some resemblances to some modern forms or pop, as it is, of course, their ancestor, and there may be enough that is identifiable to keep this show alive.  But as audiences age, no one will recall Fats Waller, there’s hardly anyone today who does.   The songs are vital, fun, and will play for an audience willing to listen, regardless if they understand the period from which the songs came.  But it may well be that, in time (not too much time, either), this show’s successful usage will be marginalized.


There is no story, as this is a revue. Rather, one is treated to an evening of songs all tied together by their connection to Waller, an extraordinary songwriter and performer. A feel is communicated for his time, his era.


“Ain’t Misbehavin’” Music by Thomas Waller and Harry Brooks, Lyric by Andy Razaf
“Lookin’ Good But Feelin’ Bad” Lyric by Lester A. Santly
“‘T Ain’t Nobody’s Biz-ness If I Do” (The first song recorded by Fats Waller) Music and Lyric by Porter Grainger and Everett Robbins, Additional Lyric by Richard Maltby, Jr. and Murray Horwitz
“Honeysuckle Rose” Lyric by Andy Razaf
“Squeeze Me” Lyric by Clarence Williams
“Handful Of Keys” Lyric by Richard Maltby, Jr. and Murray Horwitz
“I’ve Got a Feeling I’m Falling” Music by Thomas Waller and Harry Link, Lyric by Billy Rose
“How Ya Baby” Lyric by J.C. Johnson
“The Jitterbug Waltz” Lyric by Richard Maltby, Jr.
“The Ladies Who Sing With The Band” Lyric by George Marion, Jr.
“Yacht Club Swing” Music by Thomas Waller and Herman Autry, Lyric by J.C. Johnson
“When the Nylons Bloom Again” Lyric by George Marion, Jr.
“Cash For Your Trash” Lyric by Ed Kirkeby
“Off-Time” Music by Thomas Waller and Harry Brooks, Lyric by Andy Razaf
“The Joint Is Jumpin’” Lyric by Andy Razaf and J.C. Johnson
“Spreadin’ Rhythm Around” Music by Jimmy McHugh, Lyric by Ted Koehler, Additional lyric by Richard Maltby, Jr.
“Lounging at the Waldorf” Lyric by Richard Maltby, Jr.
“The Viper’s Drag”
“The Reefer Song” (traditional)
“Mean To Me” Music and Lyric by Roy Turk and Fred E. Ahlert
“Your Feet’s Too Big” Music and Lyric by Ada Benson and Fred Fisher
“That Ain’t Right” Music and Lyric by Nat “King” Cole, Additional Lyric by Richard Maltby, Jr., and Murray Horwitz
“Keepin’ Out Of Mischief Now” Lyric by Andy Razaf
“Find Out What They Like” Lyric by Andy Razaf
“Fat And Greasy” Music and Lyric by Porter Grainger and Charlie Johnson
“Black And Blue” Music by Thomas Waller and Harry Brooks, Lyric by Andy Razaf
“I’m Gonna Sit Right Down And Write Myself a Letter” Music by Fred E. Ahlert, Lyric by Joe Young
“Two Sleepy People” Music by Hoagy Carmichael, Lyric by Frank Loesser
“I’ve Got My Fingers Crossed” Music by Jimmy McHugh, Lyric by Ted Koehler
“I Can’t Give You Anything But Love” Music by Jimmy McHugh, Lyric by Dorothy Fields
“It’s a Sin To Tell a Lie” Music and Lyric by Billy Mayhew Bregman
“Honeysuckle Rose” (reprise)

Hits include: “Ain’t Misbehavin’”, “Honeysuckle Rose”, “Two Sleepy People”, “I’ve Got A Feeling I’m Falling”, “Keepin’ Out Of Mischief, Now”, “Mean To Me”, “I Can’t Give You Anything But Love”, “I’m Gonna’ Sit Right Down And Write Myself A Letter”, but really, almost everything in the score. One classic funny piece that should stop your show, “Your Feet’s Too Big”. And some truly lovely and memorable ballads.


As always, you may skip my opinion and rating.  If you end up at the end of the day, however, lookin’ good but feelin’ bad, well, that will be your problem…

One of the most entertaining evenings of Musical Theater ever. The music is alive, it jumps with vitality. The lyrics are generally very clever, and they contribute to a sense that the audience has stepped into a time machine and landed back in Fats Waller’s day, in a club in NYC where he is holding court with some of his talented friends. The orchestrations, though for a small ensemble, are snazzy and fun. The costuming and set, simple enough, all add to the illusion and the fun.

This is a genuine tribute to the legend and the over-sized personality that was Fats Waller.

Each time I’ve seen a production of this show, it’s been offered with an all-Black cast, usually made up of three women and two men, as the original Broadway did. Performed on a single set, the band sometimes costumed and visible, the show was a model for inexpensive revues with high-entertainment value. It certainly works this way. But the show could work in other ways, too. It could be presented with a larger cast, breaking up the numbers between 10 performers, or even more. This would make it easier to cast in some ways, as the demand upon each performer would diminish somewhat. It’s still going to be a unit (single) set show with a small orchestra. But this show thrives on the performances, including some very tight harmonizing. That quality might be enhanced with a larger cast. And allowing for a larger cast might make this show more inviting to schools and companies with more performers than they know what to do with. I think you could grow the cast to as many as 30 if you wished to, and it would still be great fun.

MY RATING: * (A better-than-average and interesting show, right for many groups)



Waller writes rags and period pieces, and some of them are really a workout to play. The songs are memorable, but they can be work to learn. There are patter verses and intensely designed pieces that will take some time to teach and master. So your Musical Director must play these styles very well, and his musicians must be comfortable with them.

Needless to say, your singers must eat these songs alive. You will need real voices. No one can afford not to harmonize well. Even if you open the casting up to a larger group, almost everyone will need a firm if not spectacular belt voice, and they will need to be able to fill each song with energy, personality, and an edge.

The original five roles are named for the original performers.

Nell – Alto with piercing voice and huge belt. Funny, engaging, touching.

Andre – Tenor, edgy, slinky, clear as a bell.

Ken – Baritone, burly, gravelly voice, aggressive vocals.

Armelia – Soprano, fun, big range, some belt.

Charlaine – Alto with sweet, warm voice and a decent belt.

If you extend the cast, look at individual numbers and what “type” or character should sing them. Try to keep the ranges consistent with the original five performers, as the score is in their keys. If you do not succeed at this, you may need to re-orchestrate some numbers, which I do not recommend. So doubling the cast might give you a second baritone, a second tenor, two more altos, one more soprano. Using a cast of 20, you might end up with 4 baritones, 4 sopranos, 4 tenors, and 8 altos or so. (Or any combination therein, so long as you can cover all the numbers and get a strong, tight choral sound.)


There is a LOT of dance in this show. Everything but a few ballads needs movement. And in the original design of the show, the movement is obviously all done by five performers. There are very aggressive numbers such as “‘T Ain’t Nobody’s Biz-ness If I Do”, “Handful Of Keys”, “Off-Time” and “The Joint Is Jumpin’” that require a fair amount of movement, even bordering on some dance. And you’ll need to dance legitimately in the style, for “The Jitterbug Waltz”…but in slow-mo! These numbers live and die by their energy, the movement integrated into the presentation. But the singers must be able to sing first! They can’t be winded out of all hope of performing another number at the end of each of these. The Choreographer will need to pick his battles with these dancier numbers, place movement where it will be most fun, most meaningful to the flow of the evening. You will need to use dance strategically. And though you may have cast members who are comfortable with movement, they will need to all of them be singers first.

The show is filled with variation, a Choreographic challenge unlike almost any other show. And yet you cannot exhaust the five performers who are going to also have to sing all that material. So cleverly conceived, thematic movement is what you are generally looking for, rather than flat-out dance. Strutting, high-stepping, and character interaction is the name of the game.

And then, the show contains some of the funniest songs ever. “Ain’t Misbehavin’” is itself a disingenuous protest that the person singing is being “good” and saving it all for the one they love. But it is disingenuous, and the movement must give it up. Is that guy singing the song looking at the legs of the woman in the audience, in the front row? “When the Nylons Bloom Again” is a Depression-age prayer that tomorrow, better times will arrive and women will have their nylon stockings again. And remember, that was the time when women took a pen and drew a “stocking” onto their legs. “Your Feet’s Too Big” is a man’s rejection of a woman whose “pedal extremities are colossal.” This one gets my vote for funniest song of the show, and you could go almost surreal with it, a Dali-esque vision of a woman’s giant feet.

And there are serious songs, and heart-breakers. “The Reefer Song” is a dangerous, sneaky love song to drugs. And yes, he must appear to be toking as he sings. There’s the grimmest moment of the show, “Black And Blue”, about the color line in America. This number needs stillness more than movement, a sense of being locked in, locked up, restricted, immobile in spite of one’s own wishes. These songs balance against the joy of the rest of the numbers, and make it all more human.

Finally, the beautiful, and even fun, love songs. “Honeysuckle Rose”, perhaps the most famed song in the show, a sly little love song referencing the birds and the bees rather openly. “Squeeze Me”, the moment when one knows they are embraced, accepted, loved and then some. “I’ve Got A Feeling I’m Falling”, another well-known hit and perhaps the most straightforward of his love songs, though it is not quite straightforward. Finally, “Mean To Me”, a song filled with implications about abusive relationships, and dependent women who allow them to continue. (Giving the woman singing this a black eye that is revealed half way through the song would be spectacularly effective, but Directors of this show rarely allow it to go that dark. They should. The darker the night, the brighter the sunrise.)

These songs call for more than merely attitude in the movement. Each song tells a story, covers a given and interesting situation. The movement should explore and illustrate each story and what it means to the characters singing it out, and to the audience. By the end of the evening, we would have developed a vision of humanity at its best (rarely) and its everyday worst.

Movement should therefore be character and situation-driven. The vocabulary of the movement must be drawn as much as possible from the period (the 20s-40s), with dance steps and even gestures reminiscent of that gone era. The Choreographer is going to have to have some serious expertise regarding the period, or they will need to develop the expertise before starting the project. But the vocabulary, the dance-language of this show should always present itself in service to the characters and their trials and travails. This is not to say that the show should be staged by a Director. There’s way too much dance unless the Director happens to be a very able Choreographer.


Again, if you go with five actors. Cast each role for voice first, then type, dance. They need to be real triple threats.

Nell – Charismatic, dry, funny, edgy at times. An air of experience.

Andre – Dangerous, a man with secrets, tricky, slinky. Must move well.

Ken – The Waller stand-in. Large, a bear of a man, with tons of energy, an overwhelming sense of play and fun.

Armelia – A larger woman, imposing, queen-like.

Charlaine – Naive, innocent, yet edgy. Is the innocence a front? Probably. In Waller’s universe, there just aren’t any truly innocent people.

By the way, it would be so wonderful if each performer also played an instrument. The Waller stand-in should play piano a bit. But the others might play a sax, drums, any appropriate instrument, and their playing could be integrated into choreography, adding a truly fun dimension to the show.

Thinking of extending the cast size? Go for diverging types, do not replicate a type if you can help it. Look at moments and scenarios and get creative in considering what type could appear in each number. For instance, one Waller stand-in in the cast is all you should have. If you bring in another baritone, make him a different type, perhaps tall, dark, handsome and untrustworthy, with a big, cheesy smile. Or earnest, well-meaning, and bewildered by the world (if he sings “Black and Blue). Another soprano? Not tall and thin like Charlaine was, but perhaps this time classy, worldly, a woman with airs and perhaps, old enough to have heirs. Move the types around, have fun. Still the casting needs do not change much. Voice first, type, then movement, and your cast will need to be able to do all three well.


You will only need a single set, and it should suggest a period location. A brothel, perhaps? An illegal bar during prohibition? A nightclub in Harlem? Some other period-correct location? How about treating the whole evening as if it is a live USO performance for troops overseas, during WWII? There’s four ideas you could play with, and there are plenty more.

But you will need to maintain the feel and look of the period. And the set will need a piano for Fats to sit at and play.

You will probably need to build something specific for the show. But the set is a relatively minimal concern, and should leave the vast bulk of the stage floor toward the front open for the performers.

The set could even look like an enormous juke box. Something sort of suggested by the first set.


Period all the way, so it should be probably the 40s. Costume shops, thrifty stores will help. You may need to build some costumes, but each character really only needs a single costume, so there aren’t many used. You could provide each actor a second costume for Act II, less “fun”, a little more thoughtful.

Hats and gloves for the ladies, and perhaps faux furs. Hats and perhaps even spats for the gentlemen, as befits their personalities and the period. And these costumes can be a bit over-the-top, just like the personalities that wear them.

Almost everything you’ll need can be found in costume shops and in thrift stores. And get the shoes right!


Not many, really, though there will be some and they will be unique to specific numbers. They will need to be period-correct, as well. Work closely with your director on this. Likely, you will need a fan or two, a boa or two for the ladies. A cigar or two for the men, or a cigarette. A joint. Stools for a number or two. A handful of period “cash” for trash. A flower in the lapel. Perhaps a frighteningly large pair of high-heeled women’s shoes?


Lots of numbers, lots of looks. Each number could have its own look. Many numbers will need to be isolated to a part of the stage, particularly ballads. A follow spot or two may be required by the Director. Keep things pretty bright and well-lit overall, in line with Musical Comedy. The imaginary location selected by the Director (a brothel, a night club, what have you) may impact your lighting choice.

You’ll want a computer board as there are likely to be many cues inside of numbers. You’ll need an elastic and responsive lighting plot which will provide you many possible looks and moods.

You’ll need something special for both “Viper Drag” and “Black And Blue”. Discuss with your Director.


Evoke the period, and the kind of people Waller would have hung out with. Don’t let the make-up become obtrusive. And get the hair styles right!

KEY PERSONNEL (The ones you MUST get right.):

Director, Musical Director, Choreographer, Set Designer, Costume Designer, Lighting Designer, The Cast


This is perhaps the most successful of all Musical revues, in Broadway history. There are good reasons for this show’s success. When all is said and done, the one thing the audience demands of an evening of theater is that they be entertained. They can be many other things, too, such as intrigued, challenged, and surprised. But you must always at least entertain. This show fulfills that requirement ably. The numbers and the concept supporting them are fun. And hovering over the proceedings is the spirit of Thomas “Fats” Waller, an irrepressible, larger-than-life, and highly skilled balladeer and clown. (I use the term “clown” with the highest of regard.)

The show can lag sometimes, and I personally think 3-4 numbers in it could go. There are perhaps a few too many near-up-beats like “The Ladies Who Sing With The Band”, and “Yacht Club Swing” that aren’t quite fun or clever enough to fill three-five minutes, and I don’t believe they hold up with the other numbers. “That Ain’t Right” feels like an afterthought added to the show as a transition; it doesn’t work well where it is, perhaps not at all. There is a lot of music for the audience to digest, perhaps a bit too much. But this is the problem of an embarrassment of riches, and allows you to make some decisions as to the length of the show, and the division of material between your performers.

This show may run the interesting risk of becoming dated. We have moved beyond a ready social recall of WWII, and certainly the 20s are gone from our collective memories. So the period this show so readily and effectively evoked in 1978 may not work as well in the 2010s and beyond. This show runs the risk of becoming a dinosaur…unless theater companies pick it up and run with it for the sheer pleasure and fun of the songs.

This suggests another possibility, one that I would not dismiss too fast if someone asked me to direct the show. It could be placed in the here and now. A corollary could be drawn between clubs then and clubs now. Start the show with some sort of rap thing, contemporary, adapted from Waller’s song, “Ain’t Misbehavin’”. Get a bit into it, a solo artist on stage with a DJ. And then the power drops out. Lights rise on the same club, but the Waller stand-in and his cast are staring now at the rapper, trapped in his spotlight.

Waller and his cronies are the Ghosts of Better Music Past. Waller forcibly smiles and shoves the rapper off stage. (The rapper can appear a few numbers later, appropriately dressed in period garb and ready to go, and even make a grand entrance. He, too, can jive with Waller.) At the end of the night, the last number fades, or is cut off suddenly by a blackout. Rap music suddenly, lights up, the rapper on stage finishes up. And the audience draws a comparison between then and now.

That’s one approach that might deepen the show, and give it a bit of contemporary edge. Another way to go about it is do it all in modern dress, lots of bling. Don’t bother to evoke the period, allow the songs to do all that. Don’t bury the audience in visual references to WW II and earlier.

Will any of this work? Maybe? You may have other ideas to contemporize the feel of the show, but the songs are the songs and they fit the period in which they were first created. I suspect and fear that this show may have a limited shelf life.