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I'm Building up to an Awful Letdown

Written: 1935

Music by: Fred Astaire or
Hal Borne

(see below for further comment)

Words by: Johnny Mercer

Written for: Independent Publication
(not for a Broadway show, revue, movie, etc.)

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On the Main Stage at Cafe Songbook

(Please complete or pause one
video before starting another.)

Marty Grosz
(vocals and guitar)
With Scott Robinson (tenor Sax), Jon-Erik Kellso (trumpet), and Frank Tate (bass).


"I'm Building up to an Awful Letdown"

Recorded on Sept. 16, 2011,
at Jazz at Chautauqua


More Performances of "I'm Building up to an Awful Letdown"
in the Cafe Songbook Record/Video Cabinet
(Video credit )

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"I'm Building up to an Awful Letdown"

Critics Corner || Lyrics Lounge

About the Origins of the Song

Fred Astaire's recording of "I'm Building Up to an Awful Letdown" reached the charts on February 22, 1936, and remained there for eight weeks, peaking at number 4.

from Joel Whitburn, Pop Memories 1890-1954: The History of American Popular Music, 1986.


Fred Astaire
Steps in Time:
An Autobiography

New York: Harper & Brothers
(paperback Ed., 2008)

book cover: Philip Furia Skylark The Life and Times of Johnny Mercer
Philip Furia,
The Life and Times
of Johnny Mercer
New York: St. Martins Press,

book cover: Gene Lees, Portrait of Johnny [Mercer]
Gene Lees,
Portrait of Johnny
The Life of
John Herndon Mercer
New York:
Pantheon Books, 2004.

The Complete Lyrics of Johnny Mercer,
Robert Kimball,
Barry Day,
Miles Kreuger,
and Eric Davis (Eds.),
New York:
Alfred A. Knoph,

The music credit for "I'm Building Up to an Awful Letdown" is, to a degree, in dispute. The Catalog of Copyright Entries (Part 3) shows the song as copyright Dec. 30, 1935, by Irving Berlin Inc., New York, with words by Johnny Mercer and music by Fred Astaire. All observed sheet music indicates the same.

As you can hear (on the Main Stage above) in Fred Astaire's spoken introduction to his rendition of the song (from a 1952 recording), he corroborates his credit for writing the music to "I'm Building Up to an Awful Letdown." After admitting to his long-time "yen" to write songs, He states, referring to "I'm Building Up . . . ," I wrote a number of songs, one with Johnny Mercer that made the Hit Parade around 1935." (He's off by a couple of months. It made the charts in February, 1936.)

In his autobiography from 1959, Steps in Time, Astaire expands a bit on his earlier comment, but says essentially the same thing, except changing the year this time to 1938:

Songwriting was a serious hobby of mine. At one point I really wanted to give up every other side of show business to concentrate on composing. I also wrote lyrics, but they were not my real goal. I'm afraid they were pretty bad. My music was not much either, but I was trying, and it rather jarred me that I couldn't prove something. Oh, I've had lots of songs published. I even had a hit, "I'm Building Up to an Awful Let-Down [sic]," written with a Johnny Mercer lyric in '38. That one made the Hit Parade. I've had others that were played around a bit (Astaire, p. 46, hardcover Ed.).

Both of Mercer's biographers, Philip Furia and Gene Lees, as well as the group of scholars led by Robert Kimball who edited The Complete Lyrics of Johnny Mercer, have Mercer and Astaire running into each other in Hollywood in 1935, either on the RKO lot or at a local recording studio where Mercer was recording a song with Ginger Rogers, with Astaire taking the opportunity to let Mercer know he had a tune that the lyricist might want to take a look at. Mercer took it and came back with "I'm Building Up to an Awful Letdown."

On the other hand, both Peter Mintun, an authority on American popular songs and films, and Michael Feinstein have expressed a different account of who wrote the music for the song. They credit Hal Borne. Mintun states his view in his introductory comments to his own performance of the song just below and elaborates on them in the notes that accompany the video: "Fred Astaire's loyal pianist at R-K-O, Hal Borne, composed this tune and allowed Astaire to put his name on the music as a way to popularize the song. The lyrics are by Johnny Mercer.*

Peter Mintun plays, sings and discusses the origins of
"I'm Building Up to an Awful Letdown."

In the documentary Michael Feinstein's American Songbook (Season Two) broadcast on PBS in February, 2012, the singer and music scholar devotes a small section to Hal Borne in which he too makes the claim that it was Borne who actually wrote the music to "I'm Building Up to an Awful Letdown."

*Mintun continues about Borne that he "would later have a minor hit with 'I Ain't Hep To That Step' (But I'll Dig It)" [written with Johnny Mercer] (from Second Chorus) and "Tenement Symphony" (from The Big Store). "I'm Building Up . . ." ranked as high as number five on Your Hit Parade beginning in February of 1936. It was widely recorded on every American label as well as on British records."

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Lyrics Lounge

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Read the authoritative lyrics in:

The Complete Lyrics of Johnny Mercer,
Robert Kimball,
Barry Day, Miles Kreuger, and Eric Davis (Eds.),
New York: Alfred A. Knoph, 2009.

Click here to read Cafe Songbook lyrics policy.

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The Cafe Songbook
Record/Video Cabinet:
Selected Recordings of

"I'm Building up
to an Awful Letdown"

(All Record/Video Cabinet entries below
include a music-video
of this page's featured song.
The year given is for when the studio
track was originally laid down
or when the live performance was given.)

Performer/Recording Index
(*indicates accompanying music-video)

c. 1935
Red McKenzie
with Eddie Condon, Bunny Berigan, Bobby Hacket and others
album: Red McKenzie

same track as on album referenced above

Amazon iTunes

Notes: "Red McKenzie was never a very well known singer/musician. What should have been his big break, a three year contract with Paul Whiteman in 1932, ended in disillusion and the contract was terminated after a year (some of McKenzie's recordings with Whiteman are available on Crystal Stream IDCD42). Yet his singing was immensely admired by Bing Crosby, Woody Herman and he found one of his greatest advocates in critic George T. Simon, who considered his singing to be sentimental, with 'a vibrato a mile long and ten miles wide', but always sincere and excellently phrased" (from Amazon reviewer JJA Kiefte.)

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1936 and 1952
Fred Astaire

1936: various collections
contain the 1936 recording of "I'm Building Up to an Awful Letdown" of Astaire with the Johnny Green Orchestra

1936 track referred to above

Amazon iTunes icon

1952: albums that include the 1952 track with Fred Astaire, Oscar Peterson and the Jazz at the Philharmonic All-Stars:

1. The Astaire Story, Vols. 1 & 2

Amazon iTunes icon

2. The Complete Norman Granz Sessions:

Amazon iTunes

1952 track referred to above

Notes: Astaire first recorded "I'm Building Up to an Awful Letdown" as a single (78 rpm) with Johnny Green & His Orchestra on January 30, 1936. Green was both a band leader and composer and Astaire recorded with him frequently while he was in Hollywood during the thirties. Green's style embodied a mild, big band/ball room sound. Sixteen years later in 1952, under the tutelage of music producer Norman Granz, Astaire teamed up with a group of Jazz musicians led by Oscar Peterson to record a wide selection of standard songs. The iTunes review of the album The Astaire Story, which includes a selection of those recordings, is excerpted below. The complete set of recordings can be found on the album Oscar Peterson and Fred Astaire: The Complete Norman Granz Sessions (1952). The track opens with Astaire's comments on his history as a songwriter.

"Because he was world renowned as a dancer and quite popular as a movie actor, Fred Astaire has tended to be underrated (if not completely overlooked) as a jazz singer. Although not really an improviser, Astaire's phrasing always swung and his occasional vocals on record were usually a joy. This two-CD set is something special for it features Astaire with six members of Jazz at the Philharmonic: tenor saxophonist Flip Phillips, trumpeter Charlie Shavers, pianist Oscar Peterson, guitarist Barney Kessel, bassist Ray Brown, and drummer Alvin Stoller" (from iTunes review icon of The Astaire Story).

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