THE LITTLE REVUE THAT COULD: “AIN’T MISBEHAVIN’”

Ron Fassler
7 min readMay 9, 2023

May 9, 2023: Theatre Yesterday and Today, by Ron Fassler

Forty-five years ago tonight, the musical revue Ain’t Misbehavin’ opened at the Longacre Theatre. Based on music made famous by Thomas (Fats) Waller, a songwriter and performer of the 1920s and 30s, it had begun its journey just a few months earlier in a small cabaret space Off-Broadway at the old Manhattan Theatre Club on East 73rd Street. And almost from the time it first played to an audience, it seemed to have a powerful effect on those who saw it, evoking as it did the time of the Harlem Renaissance: a world of smoky joints and jazz which made for a perfect setting. Even though it was just an intimate cabaret show, its creators were encouraged to move its cast of five and small band directly to Broadway, where it was met with unanimous praise from critics and audiences alike. Even an ogre like John Simon exalted Ain’t Misbehavin’ in his review of the original production: “Allow me to rave incontinently about the cast of five that works as nimbly and wickedly as five fingers in a piece of sleight of hand.” Sneaking in very late in the season, it snatched the Tony Award for Best Musical right out from under the noses of Cy Coleman and Betty Comden & Adolph Green’s bigger and costlier, On the Twentieth Century. And Harold Prince’s inventive and ingenious staging of that musical also lost to Richard Maltby Jr’s gentler, subtler direction, a rare feat at the Tonys.

Once upon a time, Fats Waller was one of the most celebrated recording artists in the country; the composer of more than 400 songs, although that number is probably greater, since he was forced to sell many tunes for cash (and for no credit) when times were bad. Born in 1904 in New York City, his grandfather, mother and father were all musicians, though they confined their playing to church (his father was also a Baptist minister). Waller took to the piano at the age of six and never looked back, dropping out of school at fifteen when he was hired as an organist at a Harlem silent movie theatre for $23 a week. A full professional by eighteen, one of the more shocking aspects of his output is that it encompassed not much more than twenty years. Waller was dead by age thirty-nine (more on that later).

His hits were many including “Black and Blue,” “Honeysuckle Rose,” “Jitterbug Waltz,” “Keepin’ Out of Mischief Now” and “The Joint is Jumpin’.” He was also a quirky performer, with a seductive singing voice and a mastery of the eighty-eight keys. He can be seen in a number of early musical shorts and films like King of Burlesque and Hooray for Love. Here he is singing “Ain’t Misbehavin’” from 1943’s Story Weather.

The idea for Ain’t Misbehavin’, its title stemming from one of Waller’s most famous tunes, composed in 1929 with Andy Razaf and Harry Brooks, came out of a desire to follow up a previously successful MTC revue, Starting Here, Starting Now, a collection of songs from the works of composer David Shire, and his partner, lyricist Richard Maltby, Jr. At the time, Maltby was stalled on a project based on the suggestion of a performer and writer named Murray Horwitz, with whom Maltby had directed in an evening based on the works of Sholom Alecheim. A jazz aficionado, Horwitz got Maltby excited on the subject of Fats Waller, and so began working up a biographical musical. But they hit a wall when they realized that due to living fast and hard (and dying young), their show had no second act, as neither did Waller.

Lynne Meadow, the head of off-Broadway’s Manhattan Theatre Club, sold Maltby on the idea on turning the Waller project into a revue to fit an open slot in January of 1978. The offer came in November of 1977. Assembled quickly and mostly on its feet, its five person cast became direct contributors in an alchemy of riches, all playing an essential role in determining its structure First thought of as a three-person revue like Starting Here, Starting Now, the reason it ballooned to five was due to some overwhelming talent that showed up the initial auditions. From a 2009 Los Angeles Times interview, Maltby reminisced:

On Armelia McQueen: “You couldn’t imagine such a creature in your wildest dreams. This Kewpie doll with a fantastic soprano voice, exotic and wonderful.”

On Nell Carter showing up a half-hour later: “Trumpet voice. Sassy sense of humor. And yet she sang Noel Coward and I’ve never heard it sung more touchingly. We couldn’t choose, so we hired them both.”

However, with McQueen and Carter being such similar physical types, Maltby sought to find another woman to balance things out, which is how came to he cast a twenty-two year-old Irene Cara (already the veteran of three Broadway musicals as a child actor). As for the men, it seemed like a good idea to hire a pair of them to allow for one woman being left out of any potential coupling in staging duets: a nice way to figure in some conflict. Needless to say, it all worked out brilliantly. Ken Page (a Waller look-alike) with a booming voice and a captivating state presence was cast, as was Andre De Shields, well on his way to his legendary career on Broadway (he’d created the title role in The Wiz two years prior).

Nell Carter (1978). Photo by Martha Swope.
Charlaine Woodard (1978). Photo by Martha Swope.
Andre De Shields (1978). Photo by Martha Swope.
Ken Page (1978). Photo by Martha Swope.
Armelia McQueen (1978). Photo by Martha Swope.

After winning the Tony Award for Featured Actress in a Musical, Nell Carter was the first cast member to leave the show. NBC execs had seen her and had her headline the sitcom Gimme a Break, which shot her to stardom. Then, due entirely to her association with the network, NBC taped and broadcast Ain’t Misbehavin’ in 1982 with its original Broadway cast intact: Carter, Ken Page, Andre DeShields, Amelia McQueen and Charlaine Woodard (who had been put in when Irene Cara was unavailable). It’s a shame this video has never been released on DVD, but if you’re up for it, there is a pretty decent copy that’s on YouTube. Take a look and see what pure joy sounds and looks like:

Ain’t Misbehavin’ was conceived without dialogue to bridge the songs. You were simply invited to a party, hosted by five engaging people, and it was off to the races. Everything about it worked, from its charming choreography by Arthur Faria, to the elegance of the musicianship, a great deal of which was put together by Luther Henderson, who became an essential player on the creative team. Possessing unique crossover abilities as both a jazz arranger of the highest order (Count Basie, Duke Ellington) as well as a Broadway orchestrator, Henderson’s career went back to 1960, which began with his doing the dance arrangements for Rodgers and Hammerstein’s Flower Drum Song. Not only was he invaluable behind the scenes on Ain’t Misbehavin’, but onstage as well, with Maltby making the wise decision to have him as a quasi-member of the cast — the guy at the piano.

As for Waller’s premature death, it occurred while he was traveling on the Santa Fe Chief, eastbound from Los Angeles. Known as the “Train of the Stars,” because of the numerous celebrities who travelled on it between L.A. and Chicago, Waller was not feeling well on the trip (always overweight, he was subject to illnesses related to that). One night he took to his berth — and died, discovered the following morning on December 15, 1943, six months shy of his 40th birthday. The coroner’s statement reported that “acute left influenzal bronchopneumonia” was “the immediate cause of death,” with his place of death given as Union Station, Kansas City, Missouri. In a fanciful and ironic bit of timing, when Waller was being taken off the train at Union Station, Louis Armstrong was getting off a westbound one heading in the opposite direction.

A smash success that ran slightly under four years on Broadway, Ain’t Misbehavin’ remains the perfect example of a cohesive, musically exciting and dramatically moving revue (to my mind, at least). Happy Anniversary.

If you enjoyed this, please check out Up in the Cheap Seats: A Historical Memoir of Broadway, available at Amazon.com in hardcover, softcover and e-book. Also, please follow me here on Medium and feel free to email me with comments or questions at Ron@ronfassler.org.

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Ron Fassler

Author, playwright, director, actor, theatre critic and historian, his book, “Up in the Cheap Seats,” is available at Amazon.com.