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Let's Call the Whole Thing Off

Written: 1936

Music by: George Gershwin

Words by: Ira Gershwin

Written for: Shall We Dance
(movie, 1937)

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Ella Fitzgerald and Louis Armstrong


"Let's Call the Whole Thing Off"

with The Oscar Peterson Trio and Louis Belson

Amazon iTunes

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"Let's Call the Whole Thing Off"

Critics Corner || Lyrics Lounge

About the Movie Shall We Dance / Origins of the Song

Other songs written for Shall We Dance currently included in the Cafe Songbook Catalog of The Great American Songbook:

1. Beginner's Luck

2. Shall We Dance?

3. Slap That Bass

4. They all Laughed

5. They Can't Take That Away from Me


For a complete listing of songs used in the original production of this movie, see IMDB Soundtrack.

Written in 1936 for the movie Shall We Dance (1937);
Introduced in Shall We Dance by Fred Astaire and Ginger Rogers

In the film, Fred (Peter P. Peters from Pittsburgh, PA, aka Petrov, a ballet star) and Ginger (Linda Keene, a well known night club singer/dancer) have run off to Central Park to escape reporters who are after the story of their rumored marriage. Having decided to do a little roller skating, they take a break on a bench where they bicker about the pronunciation of "either" and "neither." This leads, of course, to the two of them singing "Let's Call the Whole Thing Off." The pair then dances to the melody on their skates. (See video clip, DVD of Shall We Dance available at Amazon and Critics Corner below for more.)

A clip from Shall We Dance of Fred and Ginger singing and
dancing on roller-skates to "Let's Call the Whole Thing Off"

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video before starting another.)

Swing Time -- DVD

Ultimate Collectors Edition

The Ten Movies Co-starring
Fred Astaire and Ginger Rogers

1) Flying Down to Rio (1933); 2) The Gay Divorcee (1934); 3) Roberta (1935); 4) Top Hat (1935); 5) Follow the Fleet (1936); 6) Swing time (1936); 7) Shall We Dance (1937); (8) Carefree (1938); (9) The Story of Vernon and Irene Castle (1939); 10) The Barkleys of Broadway (1949).


Critics Corner

Book cover" William Zinsser, "Easy to Remember"
William Zinsser.
Easy to Remember
The Great American
Songwriters and Their Songs
Jaffrey, New Hampshire:
David R. Godine, 2001.

Some Introductory Notes in Word and Video.

William Zinsser points out that between 1935 and 1938 "five of America's best songwriters wrote 28 songs that collectively stand as a museum exhibit of the form," a form, which for our purposes, are prototypical for songs in The Great American Songbook. This happened, he explains, "because of the influence of one man"--Fred Astaire. The songwriters he was referring to are Irving Berlin, Jerome Kern, Dorothy Fields, George Gershwin and Ira Gershwin, all of whom traveled to Hollywood from New York to write songs for Astaire movies. The movies were Top Hat (1935) and Follow the Fleet (1936) with songs by Berlin, Swing Time (1936) with songs by Kern and Fields, and Shall We Dance (1937), A Damsel in Distress (1937) and Carefree (1938) with songs by the Gershwins. (Astaire's co-star in all but Damsel in Distress was Ginger Rogers). The songs from Shall We Dance which we include in our version of The Songbook are, in order of being sung in the movie, "(I've Got) Beginner's Luck," "They All Laughed," "Let's Call the Whole Thing Off," and "They Can't Take That Away from Me."

"The Music of Shall We Dance," (part 1, at right) gives the background, in documentary format, of the Gershwins' move to Hollywood to make the movie. The documentary appears with the movie itself on the DVD shown below

Swing Time -- DVD
includes movie and special feature at right

The videos below are Part 1 and Part 2 of The Music of Shall We Dance.
A Documentary featuring Kevin Cole, Michael Feinstein and others who comment on and show video clips of the songs and other music
used in the movie.
(Please complete or pause one
video before starting another.)

"The Music of Shall We Dance," (part 2, right) includes comments on the song "Let's Call the Whole Thing Off" as well as other Gershwin music in the film
Shall We Dance.


Part 3, the concluding segment of the documentary can be viewed on our page for the song, "They Can't Take That Away from Me."

Edward Jablonski
A Biography,

New York: Doubleday, 1987

Edward Jablonski and Lawrence D. Stewart,
The Gershwin Years - George and Ira , New York: Doubleday, 1958

The Gershwins arrive in Hollywood to work on Shall We Dance.

The Gershwins flew from New York (actually Newark Airport) to Los Angeles on August 8, 1936, having signed a sixteen week contract with RKO Radio Pictures to work on an unscripted film (not yet bearing the title Shall We Dance) for which they had only a vague summary and the knowledge that it would star Fred Astaire and Ginger Rodgers. As early as August 27, George wrote in a letter to Max Dreyfus (his long time friend and New York music publisher) that they had presented a few songs brought with them from New York (though what they brought might not have been the final versions of the songs), including "Let's Call the Whole Thing Off," to Pandro Berman and Mark Sandrich (producer and director of the film respectively). Gershwin tells Dreyfus, ". . . The boys seemed delighted with our stuff. It makes us happy that we are working with people who speak our language." The Gershwins had seen five of the six previous Astaire-Rodgers movies in New York and subsequently they saw Swing Time in preview in L.A. They must have figured, as all the movies "had had a misunderstanding and a reconciliation scene, the song ["Let's Call the Whole Thing Off"] was bound to fit into the script somewhere" (Jablonski, p. 300).

Although the letter to Dreyfus makes it sound as if all was hun ky-dory at the studio, this was not exactly the case. George Gershwin was used to the way he was treated on Broadway—to being involved in virtually every aspect of the production. For example, "the studio had staff orchestrators, [and] George was not consulted much on orchestration (even Astaire, the star, had more to say about the final orchestrations than he)" (Jablonksi 307). Ira, the more easy going brother, quite liked the new regime, relishing the more laid back life style of southern California.

George was, nevertheless, resigned to adapt, which was made a lot easier by the swimming pool and tennis court at the house he and Ira rented at 1019 N. Roxbury Dr. in Beverly Hills as well as by the New York flavor of the neighborhood. Eddie Cantor lived across the street, Sigmund Romberg two doors away, and Edward G. Robinson, Harold Arlen, Irving Berlin, Yip Harburg and Jerome Kern nearby (Jablonski, p. 300, hard cover Ed.). In a letter George wrote at the time, he puts it this way:

We have many friends from the East, so the social life has also improved greatly. All the writing men and tunesmiths get together in a way that is practically impossible in the East. I've seen a great deal of Irving Berlin and Jerome Kern at poker parties and dinners and the feeling around is very gemütlich [from the German, "cozy," "comfortable"].
(Jablonski and Stewart, p. 248, hard cover Ed.)

Despite the "agreeable" conditions, two months after the Gershwins' arrival there was still no final script.

Howard Pollack

George Gershwin: His Life and Work
Berkeley: Univ. of California Press

Ira's Inspiration for "Let's Call the Whole Thing Off"

The origins of Ira's inspiration for the lyrical hook in "Let's Call the Whole Thing Off" ranges from his childhood school experience to Ira, having seen the earlier Fred and Ginger films and noting that Fred said "Ither" and Ginger said "Ether." In any case, the idea for the song was born before he knew much about where it might go or how it might function in the movie.

Howard Pollack informs that both Ira and George attended P.S. 20 in Brooklyn (Rivington and Forsyth streets) which was also attended by such other notable figures as Irving Caesar (lyricist for "Tea for Two"), Harry Golden, Jacob Javits, Paul Muni, and Edward G., Robinson. One of George's teachers, Nathaniel Phillips, according to Pollack, attributed the schools success to its discipline, and "Ira once credited a sixth-grade lesson at the school about varying pronunciations of the word neither as planting the seed for the song "Let's Call the Whole Thing Off" (Pollack 13).

Pollack gives another account of Ira's inspiration as coming from his brother-in-law William Strunsky who ran a New Jersey canned Tomato products company. Strunsky remembered that Ira pointed out that Strunsky had changed his pronunciation from Tomato to Tomahto. When his brother-in-law demurred, "Ira responded, 'Oh, you're just like your sister. I say EE-ther, but she has to say Eye-ther'" (Pollack p. 709, n. 32).

Ira Gershwin, Lyrics on Several Occasions
New York: Limelight Editions,1997 (originally published by Knoph, 1959)

Book cover: Philip Furia and Michael Lasser, "America's Songs"
Philip Furia and
Michael Lasser,
America's Songs: The Stories Behind the Songs of Broadway, Hollywood, and Tin Pan Alley, New York: Routledge, 2006.

Ira himself Comments on the Origins of his Lyric

Ira, in his book Lyrics on Several Occasions discussing "Let's Call the Whole Thing Off," confirms the autobiographical origins of the lyric when he writes, "May I conclude with a note of phonic and marital tolerance of the parts of Mr. And Mrs. Ira Gershwin? We have been married over thirty years, and the pronunciations taught us in our youth still persist: my wife still 'eyethers' and 'tomahtoes' me, while I "eether" and 'tomato' her" (Ira Gershwin, p. 265, 1997, soft cover ed.).

Ira loved to recount an anecdote about his lyric which has made its way into the folklore almost as far as the song itself. He writes that some time ago a friend of his was at an audition in London when a young woman handed the pianist a copy of "Let's Call the Whole Thing Off" and proceeded to sing— apparently with no humor recognized or intended—:

You say eyether and I say eyether,
You say nyther and I say nyther;
Eyether, eyther, nyther, nyther—
"Let's call the whole Thing off.
(Ira Gershwin, p. 265, 1997, soft cover Ed.)

Deena Rosenberg
Fascinating Rhythm: The Collaboration of George and Ira Gershwin,
Ann Arbor: University of Michigan Press, 1991, 1997
(soft cover Ed.)

The Paradox of Ira Gershwin's Lyric and Its Resolution

As Deena Rosenberg notes in her book Fascinating Rhythm The Collaboration of George and Ira Gershwin, both "Let's Call the Whole Thing Off" and "They All Laughed" are love songs that don't mention the word "love." Another hint of paradox is in the plot of the movie and lies in the fact that by the time "Let's Call the Whole Thing Off" is sung, there hasn't been much of a "thing"—virtually nothing to call off. A lot of determination on Fred's/Pete's part (He declares immediately, "I haven't even met her... But I'd kinda like to marry her.") and the expected flirtatious resistance from Ginger/Linda is about all there is. The outward evidence of romance is mostly rumor set off by Linda's manager for publicity purposes.

The verse of "Let's Call the Whole Thing Off" ignores this peccadillo and proceeds to the proposition that that the romance that pretty much hasn't happened is already "going flat" because "You like this and the other/While I go for this and that" as if they have been cohabiting for months, which of course works perfectly for the premise of the song if not the facts of the story. We who are watching, of course, don't mind much because this is an exceedingly charming couple and we want them to be together. Furthermore we are able to feel the romance develop by just watching the changing expressions on Ginger's face as she dances with Fred. They go from mild disgust to disbelief to irresistibly enamored. The charm of it all is multiplied by the superbly witty lyric which proceeds to list their differences:

"eether" vs. "eyether"; "neether vs. "nyether"; "potato" vs. "po-tah-to"; "tomato" vs. "to-mah-to"; "pajamas" vs. "pajahmas"; "laughter" vs. "lawfter"; "after" vs. "awfter"; "vanilla" vs. "vanella"; "sa's'parilla" vs. "sa's'parella"; "oysters" vs. "ersters"; (and the differences from the third refrain which is not sung in the film): "father" vs. "pater"; "banana" vs. "ba-nah-nah" and "Havana" vs. Ha-vah-nah."

But Ira doesn't stop with letting his wit alone carry the day, he makes the romance, the unspoken "love," emerge through his lyric. Fred realizes that despite these prickly differences "We know we/Need each other so we/Better call the calling off off." By the time the song is over, he has admitted that to part from her "might break my heart." They are now in love and both they and we know it. This is relatively early in the film so there will be more complications to survive, but it is in "Let's Call the Whole Thing Off" that their caring for each other is first directly seen and sung. That the song was written before the script suggests that the Gershwins knew that if they wrote a good enough song the script would follow them, and it did.

Deena Rosenberg ties George's music to Ira's lyric by showing that it helps resolve the paradox

by giving us the strong impression that those singing are more in accord than they realize. 'Eether, eyether, neether, nyther' may be a verbal problem, but the melodic fragment attached to all four words is identical—a descending fifth, which also ties the song in to "Beginner's Luck"'s concluding statement, 'the first time [that I'm in] love I'm in [love with you.]' (Rosenberg, p. 342).

book cover: Gerald Mast "Can't Help Singin'"
Gerald Mast. Can't Help Singin' The American Musical on Stage and Screen. Woodstock, NY: Overlook Press, 1987.


Book cover Wilfred Sheed "The House That George: Built"
Wilfred Sheed, The House That George Built: With a Little Help from Irving, Cole, and a Crew of About Fifty, New York: Random House, 2007 (paperback edition, 2008)

The Gershwins' Stellar Hollywood Output

"Let's Call the Whole Thing Off" is, for Gerald Mast, the most novel of all the Astaire-Rogers duets, "a dance duet on roller skates. While Chaplin had skated ecstatically in Modern Times a year earlier, Astaire translated Chaplin's singular exhilaration into the unified ecstasy of Fred&Ginger (Mast, p. 151).

Mast also comments that what the Gershwins produced in the Hollywood period at the end of George's life seemed to many "a retreat to a safer artistic haven," a decline from the achievement of Porgy and Bess of the previous year (even though that classic was then considered largely a failure). "But," Mast counters, "of the twenty songs they wrote for the three films [Shall We Dance, A Damsel in Distress and The Goldwyn Follies] a dozen are among their most memorable gems: 'They All Laughed,' 'Let's Call the Whole Thing Off,' 'Slap That Bass,' 'I've Got Beginner's Luck,' 'They Can't Take That Away from Me,' 'A Foggy Day,' Things Are Looking Up,' 'I Can't Be Bothered Now," 'Our Love Is Here to Stay,' 'I Was Doing All Right,' 'Love Walked In,' and 'Nice Work if You Can Get It.' Nice work indeed" (Mast, pp. 85-86).

Wilfred Sheed, reinforcing the spectacular nature of this output, refers to remarks by Oscar Levant, Gershwin friend and gadfly, in his 1940 memoir A Smattering of Ignorance, saying that George barely seems to have had the time for a tumor. Sheed himself comments that in this last period of his life, George Gershwin

seemed to be in a particularly hyperactive phase . . . painting some great portraits, conducting some major concerts in L.A., chasing Paulette Goddard and Simone Simon around the backs of limousines, and playing golf and tennis at the same time, as if he didn't have a moment to lose . . . and with his fatal brain tumor pounding in, Gershwin's last days in Hollywood and on earth seemed downright epic . . . (Sheed, p. 68, hard cover ed.).

. . . not to mention composing the catalog of American standard songs enumerated above.

Amidst the utter shock and multitude of expressions of grief at George Gershwin's death at 38 on July 11, 1937, less than a year after he arrived in Hollywood, perhaps the most well known and most poignant words spoken came from the writer John O'Hara:

"George Gershwin died yesterday, but I don't have to believe it if I don't want to."

book cover: Michael Feinstein: "Nice Work If You Can Get It"
Michael Feinstein,
Nice Work If You Can Get It: My Life in Rhythm and Rhyme
New York: Hyperion, 1995.

Ira's Depression and Recovery after George's Death

Michael Feinstein (assistant to Ira Gershwin for six years collecting and annotating the Gershwin archive for the Library of Congress) writes in his autobiography of the importance to Ira of the songs he and George wrote for Shall We Dance. Feinstein notes that after George died, Ira was very depressed, essentially non-functional with regard to work:

Harold Arlen and Jerome Kern tried to get him to write by sending him home recordings of melodies (which I [Feinstein] later came across in Ira's closet). One day in a stupor he stumbled over to the phonograph and put on one of the records that Johnny Green had recently made with his dance band and Fred Astaire* of the songs from the movie Shall We Dance. They included . . . "Let's Call the Whole Thing Off" and "They Can't Take That Away from Me." As Ira listened to the music, the vitality of the songs and the performances went to his heart; that was the first time he started even in a small way to feel better. Hearing those recordings was the thing that most helped Ira to assuage his grief (Feinstein pp. 74-75).

*Editor's note: Some of the recordings Ira listened to (including "Let's Call the Whole Thing Off" which can be heard on the Cafe Songbook Main Stage and can be found on the album The Essential Fred Astaire.

Lyrics Lounge

"Let's Call the Whole Thing Off"

"But oh, if we call the whole thing off, then we must part. /
And oh, if we ever part, then that might break my heart."

Click here to read a full version of the lyrics for "Let's Call the Whole Thing Off,"
including the verse, as sung by Ella Fitzgerald.

The complete, authoritative lyrics for "Let's Call the Whole Thing Off"
can be found in:

Robert Kimball, Ed. The Complete Lyrics Of Ira Gershwin, New York: Alfred A. Knoph, 1993; reprinted as paperback by Da Capo Press, 1998.

Click here to read Cafe Songbook lyrics policy.

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The Cafe Songbook
Record/Video Cabinet:
Selected Recordings of

Let's Call the Whole Thing Off"

(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.)

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Performer/Recording Index
(*indicates accompanying video)

George Gershwin

Album: Gershwin Plays
Rhapsody in Blue
(CD: 2003)

album cover: "Gershwin Plays Rhapsody in Blue"

Amazon iTunes

Notes: track of "Let's Call the Whole Thing Off" and all other tracks on CD made from piano rolls created from Gershwin's playing his own music)
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video before starting another.)

Fred Astaire and Ginger Rogers

Album: Fred Astaire and
Ginger Rogers at RKO

album cover: "Fred Astaire and Ginger Rogers at RKO"

Amazon iTunes

Notes: The soundtrack recording from
Shall We Dance. The dance music--and skate noises--are included on the "Let's Call the Whole Thing Off" track from the album above along with Fred and Ginger's duet, as performed in the film.)
Video: Click here to go to video in center column (same track as on album above).
(Please complete or pause one
video before starting another.)

1937 and 1957
Billie Holiday

album: The Quintessential
Billie Holiday Vol. IV

album cover: "The Quintessential Billie Holiday Vol IV"

Amazon iTunes

Album: Songs for Distingué Lovers

album cover: Billie Holiday "Songs for Distingué Lovers"

Amazon iTunes

Let's Call the Whole Thing Off" appears on many Billie Holiday albums in two studio versions: The album just above, comprised of the last five studio sessions Holiday did for Verve, has the 1957 version with musicians such as Roy Eldridge, Sweets Edison, Ben Webster, and Barney Kessel. The earlier version from 1937, which first appeared as a single and then on, among others, the album The Quintessential Billie Holiday Vol. IV (below). Band members here include Lester Young, Teddy Wilson, Buck Clayton and Ben Webster.

Video1: same track as on "The Quintessential Billie Holiday, Vol. 4" (1937).

: same track as on "Songs for Distingué Lovers" (1957).

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Fred Astaire and Oscar Peterson

Album: The Astaire Story, Vols. 1-2

Amazon iTunes

Notes: The same version of "Let's Call the Whole Thing Off" is also available on several other albums including Oscar Peterson / Fred Astaire Complete Norman Granz Sessions box set:

album cover: Fred Astarie and Oscar Peterson "The Complete Norman Granz Sessions"

Notes: The Complete Sessions, produced by Norman Granz, joins 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. They record forty songs associated with the career of Astaire.
As the story goes, when the recording sessions were complete, Astaire presented each of his accompanying musicians with a 24 K gold ID bracelet with the name of the musician on the front and "Fred" on the back.

Ella Fitzgerald and Louis Armstrong

Album: The Best of Ella Fitzgerald and Louis Armstrong

album cover: "The Best of Louis Armstrong and Ella Fitzgerald"

Amazon iTunes

Click here to see a discography of other albums including an Ella recording of "Let's Call the Whole Thing Off"-- at Amazon.

Notes: "The way Louis and Ella blend, harmonize, and play off each other is simply astounding to hear. And I think that's the secret of why these two superstars were such stellar musicians: They loved making music. Just listen to the fun they're having on 'Let's Call the Whole Thing Off' and 'Gee, Baby, Ain't I Been Good to You'" -- with The Oscar Peterson Trio and Louis Belson.
Video: View on Cafe Songbook Main Stage.

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Sarah Vaughan

Album: Sarah Vaughan Sings
George Gershwin

album cover: "Sarah Vaughan Sings Geroge Gershwin"

Amazon iTunes

Notes: "This divine album remains totally wonderful, along with its famous cover, and what's even more wonderful is Sarah came into the studio unrehearsed and didn't even know many of the songs. She really created the album on the spot. It all has a wonderful feel to it, aided by Hal Mooney's evocative arrangements and Mercury's loving engineering. A gem forever." (from an Amazon customer review). (There is a less pricey abbreviated version of this album-- compare.)

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Marni Nixon

Album: Marni Nixon Sings Gershwin

album cover: "Marni Nixon Sings Gershwin"

Amazon iTunes

Notes: Marni Nixon is best known as the voice that dubbed Audrey Hepburn in the movie version of My Fair Lady. Most of you also know that voice to be on the operatic side of musical comedy, providing a striking and effective contrast to Astaire and the jazz singers above.

Ted Rosenthal

Album: Threeplay

album cover: Ted Rosenthal "Threeplay"

Amazon iTunes

Notes: "More importantly, the man [pianist Ted Rosenthal] knows his history. His playing contains elements of everything from Bach to boogie to bebop, and beyond. And he assimilated all of it. The result, instead of a pianist who sounds like Scott Joplin one minute and Bud Powell the next, is a truly original voice. He did all the homework, and then he took the next step. He did something new." (from Amazon reviewer Stephen A. Smith) (Ted Rosenthal, piano; Dennis Irwin, bass; Matt Wilson, drums)

Mystery Performer(s)?
(Let us know if you know who the vocalist and guitarist are. They're (he's/she's) good. And while you're at it, is the image of a Tomato or a Tomahto?)
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