Music by Harold Arlen, lyrics by E.Y. Harburg and Billy Rose, 1933

Harold Arlen was a busy man in 1932. When he wasn't performing at the Palace as a featured songwriter or accompanying Ethel Merman, he was writing songs for The Cotton Club, hits like "Stormy Weather" and "I've Got the World on a String." Hollywood was calling, too, wanting some of that Cotton Club magic in their movies.

Meanwhile, over at the Selwyn Theatre on 42nd St, Billy Rose was producing a new play by Ben Hecht and Gene Fowler, The Great Magoo, a show about the ambitions and love among the workers at Coney Island; it was not a musical. But Rose asked Arlen for a song anyway. Arlen found the time to come up with a tune. Yip Harburg recalls the task:

"(Rose) called and said, 'We need a song here for guy who's a Coney Island barker. A very cynical guy who falls in love and finds that the world is not all Coney Island-- not papier mache and lights and that sort of gaudy stuff. But it's got to be a love song.' Well, I tried to think of a cynical love story, something that this kind of a guy would sing. But I could never really be cynical. I could see life in all its totality, its reality." (Interview with Max Wilk, 1973)
Harburg and Rose finally hammered out some lyrics together to the number they called "If You Believed in Me."

Say it's only a paper moon
Sailing over a cardboard sea
But, it wouldn't be make-believe if you believed in me

Unfortunately, the show was a flop. Audiences instead were flocking to see Ethel Merman in Take a Chance at the Apollo, literally right next door to the Selwyn. This Nacio Herb Brown musical was such a hit that Hollywood rushed its version into production, taking several actors from the cast with it (but not Merman. She'd be replaced with Lilian Roth). One of the cast members who went to Hollywood was June Knight. And she was given a new song to sing with Charles "Buddy" Rogers that she hadn't done on Broadway-- a song from the show next door, newly retitled "It's Only a Paper Moon."

While the movie is mostly forgotten now, the song had staying power. Many people attribute the song's popularity to Nat King Cole. The King Cole Trio put out a recording on Capitol records in 1944, which charted at #23. Ella Fitzgerald's cover went to #9 on Billboard's Pop charts the following year backed up by the Delta Rhythm Boys on Decca, and both recordings can be heard today on nostalgia formatted radio stations. But Cole, and Fitzgerald, (and pretty much all the big bands at the time) were merely reviving an old favorite from the movie: Paul Whiteman had charted with the song in 1933 (#9), and even one of the cast members of Take a Chance, Cliff Edwards, AKA "Ukulele Ike" had success with his recording (#13 in 1933).

Yes it's only a canvas sky
Hanging over a muslin tree
But it wouldn't be make-believe if you believe in me

Without your love
It's a honkey-tonk parade
Without your love
It's a melody played in a penny arcade

It's a Barnum and Bailey world
Just as phoney as it can be
But, it wouldn't be make-believe if you believed in me
Harburg's and Rose's lyrics have made the song a pop standard. Among those who have recorded the song are Frank Sinatra, Perry Como, Harry Nilsson, Rosemary Clooney, Bing Crosby, Bobby Darin, Dion and the Belmonts, Marvin Gaye, Dick Haymes, Maureen McGovern, Mitch Miller, Jim Reeves, Mel Torme, James Taylor, and even Rufus Wainwright.

Notably, this song, like much of the Arlen songbook, has also become a jazz standard --a favorite of instrumentalists, and so you can also find recordings from Django Reinhardt, Chet Baker, Count Basie, Art Blakely, Dave Brubeck, Miles Davis, Dizzy Gillespie, Stephane Grapelli, Coleman Hawkins, Lionel Hampton, Stan Kenton, Gene Krupa, Marian McPartland, Oscar Peterson, Art Tatum, and Lester Young.

George Townsend. "It's Only a Paper Moon." The Perry Como Discography Website. 10 May 2004. <> (25 May 2004)
"Take a Chance (1933)." Internet Movie Database. <> (25 May 2004)
"Take a Chance." Internet Broadway Database. <> (25 May 2004)
Samuel Arlen and Sharon Zak Marotta . "Harold Arlen - Biography - The Cotton Club Years." The Official Harold Arlen Website. <> (25 May 2004)
Max Wilk. They're Playing Our Song. Atheneum: New York, 1973.