After a preview screening of The Wizard of Oz in the summer of 1939, MGM executives pulled the song “Over the Rainbow” from the picture. Louis B. Mayer thought a slow ballad stalled the opening, and some in the front office complained that it was undignified for a girl to be singing in a barnyard. Associate producer Arthur Freed refused to accept the cut and reportedly told Mayer the song stayed or he went. Mayer gave in: “Let the boys have the damn song. Put it back in the picture. It can’t hurt.”
The song ended up winning that year’s Academy Award for Best Original Song and stayed attached to Judy Garland for the rest of her life. It topped the “Songs of the Century” list compiled by the Recording Industry Association of America and the National Endowment for the Arts in the early 2000s.
Writing “Over The Rainbow”
MGM brought in composer Harold Arlen and lyricist E.Y. “Yip” Harburg in May 1938 to write the film’s songs. The rainbow was Harburg’s idea. The Baum book they were adapting never mentions one, but it does describe Kansas as gray and arid, and Harburg reasoned that a rainbow would be the only color a girl like Dorothy had ever seen.
Arlen was riding to Grauman’s Chinese with his wife Anya at the wheel when the melody arrived. He asked her to stop the car near Schwab’s drugstore on Sunset Boulevard and wrote it down on the manuscript paper he carried everywhere. Harburg’s first reaction was that it was wrong for the picture. The tune was too grand, he argued, something for a trained opera voice rather than a twelve-year-old farm girl. He told Arlen he loved it and couldn’t write it for a little girl. Ira Gershwin was brought in to referee, and he suggested Arlen try playing it with a lighter pop feel rather than the grand treatment he’d been giving it at the piano. Gershwin also handed them the closing line. Asked years later why he ended the song on a question, he said it was getting to be a long evening.
The word that gave Harburg the most trouble was the first one. The opening phrase carries seven notes and “over the rainbow” supplies only five syllables, so he needed two more, and they had to sit on Arlen’s octave leap. He tried “I’ll go over the rainbow” and “Someday over the rainbow.” Neither worked. The fix came from Edelaine Roden, whom Harburg would later marry: somewhere. Once the voice has made that leap, the melody spends the rest of the section giving it back. The first phrase arches down to the fifth and back up to the octave at “rain-bow” – and then the long descent starts, working down through “way up high” and “there’s a land that I heard of” until it lands an octave below where it began. That round trip accounts for a lot of how the opening feels.
Structurally, there’s nothing exotic going on: a standard 32-bar AABA, sung in the film in A♭ major, though the published sheet is transposed down to E♭. For the bridge, Arlen went deliberately plain, writing a rocking, repetitive figure he said was meant to imitate a child’s piano exercise. Harburg’s version was less flattering: it was how Arlen whistled for his dog. Garland recorded it on October 7, 1938, with an arrangement by Murray Cutter.
How Israel Kamakawiwoʻole Gave ‘Over the Rainbow’ a Second Life
The song’s second act started with a phone call. In 1988, Honolulu engineer Milan Bertosa was shutting down his studio around 3 a.m. when a client rang on behalf of Israel Kamakawiwoʻole, at the time the frontman of the Makaha Sons of Niʻihau. Iz wanted to record right away. He showed up within about fifteen minutes, sat down on a steel chair that building security had found for him, and played “Over the Rainbow” in a single take, sliding into “What a Wonderful World” partway through.
A produced, reggae-flavored version of the medley appeared on Iz’s 1990 solo debut Ka ʻAnoʻi, but the raw acoustic take sat on the shelf until 1993, when Bertosa played it for producer Jon de Mello during sessions for Kamakawiwoʻole’s second album, “Facing Future“. It made the album almost as an afterthought. Licensing placements in Meet Joe Black, an eToys commercial, ER, and 50 First Dates carried the recording around the world. “Facing Future” became the first Hawaiian album certified platinum, and the medley spent 541 weeks on the World Digital Song Sales chart, including 332 non-consecutive weeks at No. 1 beginning in 2011. In 2020, the Library of Congress added the recording to the National Recording Registry. Iz saw almost none of this happen; he died in 1997, at 38.
Iz’s version of the song changes quite a lot from the original. He reorders lyrics and blurs phrases together, moves the song to C, and lets a looping chord progression ignore most of Arlen’s harmony — yet nobody has ever had trouble recognizing it. Its identity turns out to live almost entirely in the melodic contour: the big opening leap, the arch that answers it, and the eight bars it takes to come back down. The AABA form helps too, since the tune keeps coming back around even when the performance drifts.
Harburg’s song has Dorothy learning about the place “over the rainbow” from a lullaby. Whether or not Iz ever gave that line much thought, his version, sung quietly in falsetto over four nylon strings, is the one that actually sounds like one.
