Burton Lane wrote the music for this bewitching standard in 1947, with lyrics by E.Y. "Yip" Harburg, for the Broadway musical Finian's Rainbow. In the show, the song is sung by Woody to Sharon under moonlight in the fictional town of Missitucky, capturing their budding romance amid a fantasy plot involving a leprechaun's stolen gold. The melody had an earlier life as an unused movie song titled "This Is Where I Came In," originally intended for Lena Horne. According to Harburg in Max Wilk's They're Playing Our Song, Harold Arlen critiqued the Finian's Rainbow score during development and praised the melody, prompting Harburg to write new lyrics with what he called an "eerie, voodoo" quality. The tune employs the Mixolydian mode, flattening the seventh scale degree in a way that was unusual for Broadway in 1947, giving it an exotic tension that distinguishes it from more conventional show tunes. Lane's adroit use of repeated notes in the opening measures creates a hypnotic effect, and the structurally unconventional form deviates from the standard 32-bar template. Charlie Spivak and His Orchestra recorded the first version in October 1946, before the show opened. Margaret Whiting's 1947 recording reached number eleven on the Billboard chart, and the Gene Krupa Orchestra charted at number twenty-one. Miles Davis recorded a notable quartet version in 1954 with Horace Silver, Percy Heath, and Art Blakey. Francis Ford Coppola directed the 1968 film adaptation of Finian's Rainbow, keeping the song in the repertoire for a new generation.
