Gershwin’s “Someone to Watch Over Me”: From Jazzy Scherzo to Ballad

Among the timeless and unforgettable melodies of George Gershwin is Someone to Watch Over Me.

The song was composed in 1926 for the musical, Oh, Kay!, where it was performed by Gertrude Lawrence, who sang it as a lonely, impassioned soliloquy to a rag doll. Although the lyrics were written primarily by Ira Gershwin, Howard Dietz assisted while the former was hospitalized for six weeks as a result of a ruptured appendix. Dietz took credit for inventing the song’s title.

Gershwin sketched Someone to Watch Over Me before he knew where it would fit in Oh, Kay!, a zany and satirical commentary on Prohibition. Initially, the song was conceived as “fast and jazzy,” with the marking, scherzando. We hear the song in its original exuberant, yet elegant, form in Gershwin’s 1926 solo piano recording:

The “wistful and warm” quality of the melody became apparent when it was slowed down. What might have been an uptempo “dance and ensemble number” was inserted into the first act as a despairing ballad during the Philadelphia previews. It would become the show’s most memorable and enduring song. It was George Gershwin’s idea to incorporate a rag doll as a prop, which would highlight the character’s sense of loneliness and vulnerability. Gershwin later explained,

This doll was a strange looking object I found in a Philadelphia toy store and gave to Miss Lawrence with the suggestion that she use it in the number. That doll stayed in the show for the entire run.

This 1994 studio recording features Dawn Upshaw performing Someone to Watch Over Me in its final ballad form:


  • Gershwin: Someone to Watch Over Me, George Gershwin 1926 recording Amazon
  • Gershwin: Oh, Kay! (1994 studio recording), Dawn Upshaw Amazon

Featured Image: Times Square in 1926

About Timothy Judd

A native of Upstate New York, Timothy Judd has been a member of the Richmond Symphony violin section since 2001. He is a graduate of the Eastman School of Music where he earned the degrees Bachelor of Music and Master of Music, studying with world renowned Ukrainian-American violinist Oleh Krysa.

The son of public school music educators, Timothy Judd began violin lessons at the age of four through Eastman’s Community Education Division. He was a student of Anastasia Jempelis, one of the earliest champions of the Suzuki method in the United States.

A passionate teacher, Mr. Judd has maintained a private violin studio in the Richmond area since 2002 and has been active coaching chamber music and numerous youth orchestra sectionals.

In his free time, Timothy Judd enjoys working out with Richmond’s popular SEAL Team Physical Training program.

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