Harold Arlen, music · E. Y. Harburg and Billy Rose, lyrics · Written for the Broadway play The Great Magoo, 1932; used in the film Take a Chance, 1933
It's Only a Paper Moon
Harold Arlen wrote it for a 1932 Broadway play, and the 1933 film Take a Chance used it. Nat King Cole, Ella Fitzgerald and Benny Goodman all had hits with it late in World War II. Miles Davis, Art Blakey, Oscar Peterson and Dave Brubeck have all played it as a jazz tune.
Listen in this order
The path starts with Paul Whiteman's 1933 dance-band record, then follows Nat King Cole and Ella Fitzgerald. It moves through Miles Davis, Kenny Drew's piano trio, Art Blakey's Jazz Messengers and Oscar Peterson's trio, and ends with Dave Brubeck's quartet in 1981.
1960sArt Blakey and the Jazz Messengers1960 · Hard bop
Oscar Peterson Trio1965 · Easy listening
1970s
1980sThe Dave Brubeck Quartet1981 · Cool jazz
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Hear the song as a 1933 dance-band hit
Paul Whiteman and His Orchestra (vocal Peggy Healy) · 1933
Victor 24400
Paul Whiteman's orchestra recorded it in New York on September 11, 1933, with Peggy Healy singing. The record was a hit, released on Victor in October 1933, and it features Bunny Berigan on trumpet.
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Peggy Healy sings with the Whiteman orchestra, and Bunny Berigan's trumpet is featured. The track runs 3:24.
Try it on your instrument
Play the first four of the in , , , Am7 D7, Gmaj7 Am7 D7, at an easy pace, and hum the melody over them.
Nat King Cole's trio recorded it at C.P. MacGregor Studios in Hollywood on December 15, 1943, with Oscar Moore on guitar and Johnny Miller on bass. Capitol first issued it in 1944 in the 78 album set The King Cole Trio.
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Nat King Cole sings and plays piano, and the only other instruments are guitar and bass. The track runs 2:55.
Try it on your instrument
Play the as a trio would: bass notes in your left hand, in your right, and the melody sung or hummed on top.
Miles Davis led this session at Apex Studios in New York on October 5, 1951, with Sonny Rollins on tenor saxophone. Prestige issued it on the LP The New Sounds in 1952 and on a two-part 78.
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Miles Davis on trumpet and Sonny Rollins on tenor saxophone lead, with piano, bass and drums behind them. At 5:22, it runs far longer than the earlier records on the path.
Try it on your instrument
Play the once as the melody, then play only the . Soloing over takes more practice; the smaller version is to play just the chord roots, G, E, A, D, in a steady pulse.
Kenny Drew recorded it with Paul Chambers and Philly Joe Jones at Reeves Sound Studios in New York in September 1956. Riverside issued it that year on the album Kenny Drew Trio.
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Kenny Drew leads on piano, with Paul Chambers on bass and Philly Joe Jones on drums. At 6:24, the trio goes around the tune more than once.
Try it on your instrument
Play the form twice in a row: melody the first time, then the same again with the melody moved up an octave.
Art Blakey and the Jazz Messengers · 1960 · Hard bop
The Big Beat
Art Blakey's Jazz Messengers recorded it at Van Gelder Studio in Englewood Cliffs, New Jersey, on March 6, 1960. It is on The Big Beat, which Blue Note issued the same year.
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Lee Morgan on trumpet and Wayne Shorter on tenor saxophone lead, with Bobby Timmons on piano, Jymie Merritt on bass and Art Blakey on drums. The track runs 6:38.
Try it on your instrument
Listen for the each time the band reaches it, and play its , , , , . If the pace is too fast, play only the first chord of each .
Oscar Peterson recorded it in Los Angeles on October 28, 1965, with Herb Ellis and Ray Brown. It is on With Respect to Nat, an album of Nat King Cole songs released on Limelight in 1966.
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Oscar Peterson plays piano with Herb Ellis on guitar and Ray Brown on bass, the same three instruments as Nat King Cole's trio. At 2:32, it is the shortest track on the path.
Try it on your instrument
Play the form with a simple walking bass in your left hand and in your right. The smaller version is one bass note on each beat.
Arlen wrote the song for a 1932 Broadway play, and the 1933 film Take a Chance used it. Paul Whiteman's orchestra, with Peggy Healy singing, and Cliff Edwards both recorded it in 1933.
1940s
Nat King Cole's trio records it in December 1943. Ella Fitzgerald with the Delta Rhythm Boys and Benny Goodman's orchestra record it in 1945, and Django Reinhardt and Stéphane Grappelli play it in Rome in 1949.
1950s
Miles Davis records it with Sonny Rollins in 1951, and Oscar Peterson's trio plays it in 1954. Kenny Drew's piano trio follows in 1956, and Dizzy Gillespie and violinist Stuff Smith play it in 1957.
1960s
Art Blakey's Jazz Messengers record it for the album The Big Beat in March 1960, and Frank Sinatra sings it that year with Nelson Riddle. Oscar Peterson's trio plays it again in 1965 on With Respect to Nat.
1980s
Dave Brubeck's quartet records it in San Francisco in September 1981 for the Concord Jazz album Paper Moon, which takes its title from the song.
More great versions
6 more, from 1933 to 1960. Tap a cover to play it here.
1930sCliff Edwards1933
1940sBenny Goodman1945
Django Reinhardt and Stéphane Grappelli1949 · Gypsy jazz
1950sThe Oscar Peterson Trio1954 · Swing
Dizzy Gillespie and Stuff Smith1957 · Bebop
1960sFrank Sinatra1960 · Vocal
Cliff Edwards
1933
Vocalion 2587
Cliff Edwards recorded it for Vocalion in New York on October 24, 1933, the same year as the Whiteman record.
Oscar Peterson's trio recorded it in Los Angeles on November 15, 1954, for the album Oscar Peterson Plays Harold Arlen. The trio is the same three players who recorded it again in 1965.
Dizzy Gillespie and violinist Stuff Smith recorded it in New York on April 17, 1957, with Wynton Kelly on piano. It is on the Verve album Dizzy Gillespie and Stuff Smith, and it runs about eight and a half minutes.
Frank Sinatra recorded it at Capitol Studio A in Hollywood in the late summer of 1960, with Nelson Riddle. It is on Sinatra's Swingin' Session!!!, released in January 1961.
The tune's layout, its keys and the chord chart, for anyone who wants to play along.
Show the form and chords
How the tune works
G majorusual key
32 barsA · A · B · A form
G majorkey centers
A8 bars
A8 bars
B8 bars · bridge
A8 bars
G
The whole tune stays in . The , 1 to 8, goes , , Am7 D7, Gmaj7 Am7 D7, , , D7, Am7 D7. The second A repeats it, and the iReal Pro chart ends that repeat on G6 G7 to lead into the . The bridge, bars 17 to 24, goes Cmaj7 , E7, Am7 D7, G6 G7, Cmaj7 C♯°7, Gmaj7/D, , Am7 D7. The last A, bars 25 to 32, matches the first. These follow the iReal Pro chart; other lead sheets may spell some differently.