This paper provides a close musical analysis of the refrain of George and Ira Gershwin's "Someone to Watch Over Me," originally featured in the 1926 Broadway musical Oh Kay! The discussion traces the song's origins and early recording history before examining the AABA refrain structure in detail. Specific attention is given to melodic contour, syncopated rhythm, harmonic tension, repeated-note technique, and the late key change to F major. The paper also considers the relationship between Gershwin's compositional choices and the wistful emotional quality of the lyrics, and briefly explores the parallel critics have drawn between the song and Chopin's Prelude in E minor.
"Someone to Watch Over Me" (hereafter STWOM) was featured in the long-running musical Oh Kay!, with music by George Gershwin and lyrics by Ira Gershwin, which made its world debut at Broadway's Imperial Theater on November 8, 1926. The musical enjoyed great success, including a Broadway revival in 1990. STWOM, the best-known song from the show, was a hit three times in the following year: first with Oh Kay!'s star Gertrude Lawrence, whose recording charted for eleven weeks; then with a version released by Gershwin himself; and finally with an uptempo rendition by George Olsen and His Orchestra.
Interestingly, the Gershwin brothers originally intended the song to be an upbeat rhythm piece. George experimented with tempo one day, and the brothers quickly realized the song had more potential as a wistful, slower piece (McElrath). Of course, they were right. The purpose of this paper is to examine the score's refrain in detail, reflecting on its form, melody, harmony, rhythm, and texture, and on how these musical elements work in concert with the song's lyrics.
Music of the 20th century was characterized by "entirely new approaches to the organization of pitch and rhythm and a vast expansion in the vocabulary of sounds" (Kamien, 1998, p. 282). For hundreds of years, musical structure had been governed by certain general principles, but these fell away as modern composers like Gershwin played with audience expectations. In earlier music, for example, a listener expected that a dominant chord would be resolved immediately by a tonic chord. Gershwin eschewed such musical conventions, and as a result his pieces seem as fresh and modern today as when they were written nearly a century ago.
The refrain of STWOM begins at Bar 29. The melody is in E♭ major, the same key as the opening of the piece, and the form of the refrain is AABA. The melody begins on beat 2 and ascends through the first beat and a half of Bar 30 before beginning its descent. The melodic ascent is rapid — from E♭ to F, G, then B♭, C, E♭, and high F. The descent is more gradual and makes use of repeated notes, a device Gershwin favored. As one analyst has observed, "repeated notes build melodic tension while emphasizing rhythm and holding the door open for harmonic ingenuity" (McElrath). The descending repeated-note pattern unfolds as F–F–E♭–D in Bar 30, E♭–E♭–D–C in Bar 31, and D–D–C–B♭ in Bar 32 — an effective means of communicating the emotion behind the lyrics.
The melody builds toward the word "longing," which receives emphasis by falling on the highest notes in the phrase. Rhythm, too, serves the lyrics: the beat is syncopated, and the word "longing" is rendered more wistful by an eighth note on the first syllable and a quarter note on the second — the reverse of what a listener might naturally expect. In Bars 30, 31, and 32, Gershwin places half notes at the ends of measures, coinciding with the words "see," "he," and "be." These half notes invite the singer to draw out those words, emphasizing the rhyme scheme.
In Bar 33, Gershwin introduces the words that give the song its name. He builds tension in the segue from Bar 32, which ends with a half note on B♭. A quarter rest opens Bar 33, making the listener wait just a moment to discover who the "someone" is — someone who'll watch over me. The words "someone who'll" fall on descending notes, while the word "watch" lands on the tonic, the E♭ above C5. Gershwin uses a half note to create further tension before the melody drops an octave and rises again by whole steps across three notes, from E♭ above C4 to the G.
"Title phrase tension, descent, and second A repeat"
"Square rhythm, note repetition, and lyric emphasis in B section"
"F major shift, melancholy mood, and Chopin comparison"
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