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They All Laughed

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Written: 1936

Music by: George Gershwin

Words by: Ira Gershwin

Written for: Shall We Dance
(movie 1937)

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Willie Nelson


"They All Laughed"

(This version is included on Nelson's album Summertinme: Willie Nelson Sings Gershwin, a group of Gershwin songs recorded after he received the Library of Congress Gershwin Prize for 2015.
album personnel: Willie Nelson (guitar); Dean Parks (acoustic guitar, electric guitar); Paul Franklin (steel guitar); Mickey Raphael (harmonica); Matt Rollings (piano, organ, Wurlitzer organ); Bobbie Nelson (piano, organ); Jay Bellerose (drums).
Arranger: Matt Rollings.

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Record/Video Cabinet


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"They All Laughed"

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. Let's Call the Whole Thing Off

3. Shall We Dance?

4. Slap That Bass

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.

Linda Keene (Ginger Rogers), a famous song and dance gal in night clubs introduces "They All Laughed" as part of a set-up by her manager Arthur Miller (Jerome Cowan) to stop her from marrying a very rich (to use a term better known these days) "nerd," whom she does not love -- and to get her together with Petrov (Fred Astaire), ostensibly a ballet star but really Pete Peters, a song and dance man from Pittsburgh PA. Miller has arranged a supposed send-off party for her and the nerd at the club where Linda has been performing. Of course, Petrov is there too and Miller has the spotlight put on Linda at her table to coax her into singing. "They All Laughed" turns out to be the song -- in its premier performance. When she finishes, Miller gets the orchestra leader to announce she will dance with Petrov (to the same melody). Miller's motive is ostensibly to enhance his own coffers by creating the seemingly laughable but irresistible act of club singer and ballet dancer, but Arthur is a softy at heart and undoubtedly senses how Linda and Petrov feel about each other. The couple dances and after Fred quits his faux ballet and joins Ginger they become irresistible to one another and to us. "They All Laughed" is heard in the background a few more times during the remainder of the film. Most prominently it shows up at the very end as a punchy affirmation of their love.

Ginger Rodgers and Fred Astaire dance to "They All Laughed"
in Shall We Dance.
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DVD box set cover: Astaire Rogers Ultimate Collectors Edition.
Ultimate Collectors Edition

(includes all of the
Astaire-Rodgers movies.)

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
The Music of "Shall We Dance," part 3, concludes a documentary film that includes commentary on
"They All Laughed."

(The documentary appears with the movie itself on the DVD shown below.)

DVD cover: Shall We Dance

Parts 2 and 3 of of the documentary "The Music of Shall We Dance" deal with the songs "They All Laughted," "Shall We Dance," "Slap That Base" and " They Can't Take That Away from Me."
Part 1 can be seen on the Cafe Songbook page for the song "Let's Call the Whole Thing Off.")
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book cover: Edward Jablonskie, "Gershwin A Biography"
Edward Jablonski
A Biography,

New York: Doubleday, 1987


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



Howard Pollack

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



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.



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





The Gershwins (and "They All Laughed") Go Bi-coastal

In order for the movie studio moguls to be interested in having George and Ira come to Hollywood to write songs for the pictures, they first had to be convinced that they were not "too longhair" or "highbrow" for the movie audience. George clarified matters by sending the studio a telegram that read: RUMORS ABOUT HIGHBROW MUSIC RIDICULOUS. AM OUT TO WRITE HITS. 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 Astaire and 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 [or at least started in New York*], including "They All Laughed," 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 the six previous Astaire-Rodgers movies in New York and as they all had similarly constructed plots, figured their songs were bound to fit into the script somewhere" (Jablonski, p. 300).

Although the letter to Dreyfus makes it sound as if all was hunky-dory at the studio, this was not exactly the case for George. He 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 less intense of the brothers, quite liked the new regime, relaxing by the pool, relishing the new laid back life style.

George was, nevertheless, resigned to adapt, which was made a lot easier, even for him, by the swimming pool and tennis court at the house he and Ira rented at 1019 Roxbury Drive 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 elaborates:

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.)

For William Zinsser, it was clear that the West Coast agreed with the Gershwins. He writes:

Their first movie score, for Shall We Dance, was every bit as rich and varied as the ones Berlin, Kern and Fields had written for Astaire; the challenge was met. Ira, in particular, . . . achieved a sureness of reference . . . and a romantic buoyancy that have kept the songs alive in popular affection ever since, and George's melodies . . . had a lightness and a gaiety that turned Astaire on.
(Zinsser, p. 113).

In Shall We Dance, Linda Keene, a famous night club entertainer (Ginger Rogers) and Pete Peters, aka Petrov, a star of the ballet (Fred Astaire) fall in love through, more or less, a series of songs and dances, even though the songs are only minimally related to the plot. Their emotional entanglement actually began when Fred's character saw posters with Ginger's character's picture plastered all over Paris. (We only know about this because he tells a friend.*) It develops further when Fred, books himself onto the same ship Ginger is on returning to New York. On board he contrives to meet her while she's walking her dog on deck and within no time is serenading her with" (I've Got) "Beginner's Luck" in which he confesses to her, "The first time I'm in love / I'm in love with you."

Even though the next song, "They All Laughed," like "Let's Call the Whole Thing Off," was written (or at least outlined) in New York before the Gershwin's had even seen a script, it is more solidly connected to what's going on in the plot -- even though it doesn't seem so at first. When Ginger sings it is as if it were just a song that she as a performer does. But the lyric plays on the plot device that a low brow night club performer and a high brow ballet star have been romantically linked and in turn are being laughed at given the odds against such a relationship succeeding. In fact, nobody in the movie is laughing at them. They're all too busy savoring the gossip.

The song's engaging premise is so pregnant with possibilities -- a list of famous people throughout history who were laughed at while overcoming enormous odds to achieve what they wanted most -- that even if the songwriters had seen a script before they wrote it they probably would have gone ahead anyway. In any case, the lyric assures Ginger Rogers of a solo, something she seldom got, because as the verse reveals the motive for everyone to laugh at this couple is because the odds were a hundred to one against" her." She (the low art club performer) is the one attempting to scale "heights . . . too high to climb" to reach Petrov (the high art/ballet star). Of course, in the movie it is he who is chasing her, but we don't give a hoot about this petty inconsistency given the irresistible charm of the song:

They all laughed at Christopher Columbus
When he said the world was round;
They all laughed when Edison recorded sound.
, , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , ,
They all laughed at me wanting you,
Said I was reaching for the moon;
but oh, you came through--
Now they'll have to change their tune.

from Robert Kimball, The Complete Lyrics of Ira Gershwin, p. 265 (hard cover edition)

The Gershwins must have suspected when they wrote "They All Laughed" that George's tune and Ira's words were too good to change much, and that the powers that be in Hollywood would create a plot to make it fit in, even if quite imperfectly.

The way they worked it out was through The Dancing to "They All Laughed," which becomes germane to the theme of high art/low art and to the development of the couple's relationship. As Howard Pollack points out it is in their dance to this song that "the freshness and vigor of the jazzier choreography" appears to trump "the more balletic moments" and Petrov's/Peter's "segue from ballet to jazz proves a decisive tuning point in his relationship with Linda" (Pollack, p. 672). Even though he has been chasing her, in dance terms, she has captured and converted him.

Deena Rosenberg sees it a bit differently, maintaining that he (Fred/Petrov) finally captures her through the versatility and flexibility of his dancing:

Petrov begins the dance with classic ballet steps, which get him nowhere. But when he switches to tap, Linda finds him irresistible. The dance parallels the song, taking its time to get to the main point then leaping in. The dance music spins the melody through a succession of tempos and styles from waltz, to tap to "cool" jazz. As the music and dance coalesce, so do the dancers. They move from reaching out to flirting to uniting (Rosenberg, pp. 338-339).

*One source (The Gershwin Years, p. 243) suggests that Let's Call the Whole Thing Off" was only outlined in New York and that "They All Laughed" was written in Hollywood ("at their studio at RKO, which was Lily Pons old dressing room and, therefore, rather snug"). Nevertheless, in both cases the songs were written before the Gershwins saw a final script.


**The Gershwins themselves came up with an idea for the film's opening scene: Fred dancing all over the streets of Paris where he sees Ginger's photo pasted on kiosks and walls and, as if struck by a coup de foudre (stroke of lightning that produces love at first site), falls in love with her. They even wrote a song for the scene entitled "Hi-Ho" which although admired by the film's director was cut because the scene was deemed too expensive to film. The song begins:

Hi-ho! Hi-Ho!
At last it seems I've found her;
Now I won't be happy till my arms are around her.
Hi-ho! Hi-Ho!

The song was eventually published by Ira in 1967.

from Robert Kimball, The Complete Lyrics of Ira Gershwin, p. 267 (hard cover edition)

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



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.


Book cover: Philip Furia, The Poets of Tin Pan Alley"
Philip Furia, The Poets of Tin Pan Alley: A History of America's Great Lyricists,
New York: Oxford University Press, 1990.

The seeds of Ira's inspiration for "They All Laughed," a skeptical reaction to the finished product, a note on Ira's "left field" approach, and a "more than a love song" interpretation

According to Ira there was, during the Twenties, a well-known newspaper ad for a correspondence school course for leaning how to play the piano, which featured the statement, "They all laughed when I sat down to play the piano." With the line in mind, Ira recalls, that while visiting Paris, he wrote in a letter to the drama critic Gilbert Gabriel in New York, "They all laughed at the Tour d'Argent last night when I said I would order in French." Apparently the line "hibernated and estivated" in his mind "until the right climate and tune popped it out as a title."

While playwright George S. Kaufman was visiting with the Gershwins in Hollywood during the period they were working on the movie Shall We Dance, George and Ira previewed "They All Laughed" for him. When they got to the lines,

They told Marconi
Wireless was a phony--
It's the same old cry!

Kaufman interrupted them saying, "Don't tell me this is going to be a love song!" When they responded in the affirmative and Kaufman heard the line, "They laughed at me wanting you," he just "shook his head resignedly and said: 'Oh well'."

Ira Gershwin, Lyrics on Several Occasions, pp. 258-59, (paper bound Ed.)

As Deena Rosenberg notes, "The lyric to 'They All Laughed' is another example of Ira's ventures into indirection-then-revelation -- or as he called it the left field approach to the subject preponderant in songdom." (Rosenberg, p. 337)

Everyone, of course, was expected to be as astonished as Kaufman at the outcome (that the impossible had indeed occurred and "Now they'll have to change their tune," but the shocked listeners to the song may also be meant to realize that it's the songwriter as well as the singer who gets to say, "But ho, ho, ho, / Who's got the last laugh now?" After all, Ira has written a lyric that's a pretty good joke.

Michael Feinstein reveals that Ira himself was quite proud of his lyric for "They All Laughed" "because it's a love song that never uses the word 'love'."(Feinstein, p. 281), yet another reason why Ira should get the last laugh.

Philip Furia quite rightly takes the meaning of the song back to the serious side observing that Ira's words constitute more than a love song and are certainly more than just a joke, because the "list of inventors and discoverers who overcome failure and derision makes for a Depression-era anthem of faith in American resiliency" (Furia, p. 148).

Lyrics Lounge

Click here to read a full version of the lyrics for "They All Laughed,"
including the verse, as sung by Ella Fitzgerald.

The complete, authoritative lyrics for "They All Laughed"
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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Credits for Videomakers of videos used on this page:

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The Cafe Songbook
Record/Video Cabinet:
Selected Recordings of

"They All Laughed"

Albums shown below include a track of this song and are listed chronologically by original recording date of the track.
Wherever possible a YouTube music video with either the same performance of the song or another performance of it by the same artist is included.
Performer/Recording Index
(*indicates accompanying music-video)

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Ginger Rogers
album: Fred Astaire and
Ginger Rogers at RKO
(CD: 2005)


Notes: album includes the Soundtrack Recording from Shall We Dance, which has Ginger Rogers introducing "They All Laughed" and then dancing to the music with Fred Astaire. Listen to and watch the video clip (adjacent left in center column). The track on the CD is identical to the audio in the clip.
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Fred Astaire and Oscar Peterson

Album: The Astaire Story,
Vols. 1-2

same track as on album referenced above

Amazon iTunes

Notes: This recording is also available on several other albums including the Complete Norman Granz Sessions box set featuring two discs full of Astaire/Peterson collaborations, some with Fred's commentary.


Notes: Fred Astaire (vocals), Oscar Peterson (piano) Charlie Shavers (trumpet), Flip Phillips (tenor sax), Barney Kessel (guitar), Ray Brown (bass), Alvin Stoller (drums).

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Chris Connor

Album: I Miss You So/Witchcraft
(two LPs on one CD)

same track as on album referenced above

Amazon iTunes

Notes: "'I Miss You So' [the original LP album on which 'They All Laughed' appeared] is a collection of successful singles, singles which previously went unreleased, and a stray track from her Gershwin album. Arranged mostly by Ray Ellis, it's a pop excursion marked by unusual arrangements and horn and choir voicings, and Chris sailing through every kind of song imaginable." (from Amazon customer reviewer)

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Bing Crosby
album: Bing Sings
Whilst Bregman Swings

same track as on album referenced above

Amazon iTunes

Notes: Arrangements on the album are by Buddy Bregman, Verve producer Norman Granz' choice to establish Crosby's jazz chops. Bregman has no shortage of distinguished jazz players with him to accompany Bing: Barney Kessel (guitar); Lew Raderman (violin); Virginia Majewski (viola); Edgar Lustgarden (cello); Herb Geller, Bud Shank (alto saxophone); Bob Cooper, Ted Nash (tenor saxophone); Chuck Gentry (baritone saxophone); Pete Candoli, Harry "Sweets" Edison, Maynard Ferguson, Conrad Gozzo (trumpet); Milt Bernhart, Francis Howard, George Roberts, Frank Rosolino, Lloyd Ulyate (trombone); Paul Smith (piano); Joe Mondragon (bass); Alvin Stoller (drums). Although recorded in June, 1956, the album was not released until 1963.

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Mel Tormé

(with the Marty Paich Tentet)
Album: Mel Tormé Sings Fred Astaire

same track as on album referenced above

Amazon iTunes

Notes: "Paich and Tormé is another one of those musical collaborations that was perfect (like Sinatra and Riddle). Marty Paich is a genius arranger. The musicianship on this album is hard to beat. This album swings hard, the band really cooks . . . . turn it up a little and dig the solos - it will have you jumping! The bass line will bring a tear to your eye! . . ." (from Amazon customer reviewer, chenevey).

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Sarah Vaughan (1957)
Album: Sarah Vaughan Sings
George Gershwin
(CD: 1998)

same track as on album referenced above

Notes: ". . . 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).

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Ella Fitzgerald and Louis Armstrong
album: Ella and Louis Again

same track as on album referenced above

Amazon iTunes

Notes: This is an album of classic collaborations preeminently between Ella Fitzgerald and Louis Armstrong singers, but also among the singers and the musicians who include Oscar Peterson on piano along with the members of his trio, Herb Ellis on guitar and Ray Brown on bass plus Louis Belson on drums -- and of course Armstrong on trumpet.
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The Oscar Peterson Trio

Album: Oscar Peterson Plays the George Gershwin Songbook

same track as on album referenced above

Amazon iTunes

Notes: "Oscar Peterson made two trips through the Gershwin repertoire, one in 1952 and another in 1959 after the advent of stereo. As with Oscar Peterson Plays the Duke Ellington Songbook, this disc compiles both sessions, the earlier one with a trio of guitarist Barney Kessel and bassist Ray Brown, the later one with Brown and drummer Ed Thigpen. The later session is programmed first. The earlier group drew its conception from the Nat "King" Cole trio, a lightly swinging blend that benefits from a third highly adept soloist in Kessel. The later group is more conventional, but it sometimes draws meatier, more forceful playing from an older Peterson. The contrast is apparent in the two versions of "It Ain't Necessarily So." On both sessions, the emphasis is on the tunes, and Peterson sparkles on uptempos and ballads alike." (Stuart Broomer, Amazon reviewer)
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Michael Feinstein

album: Pure Gershwin


Notes: Feinstein's first album: "The listenability of this album may stem from the fact that it is a bare-bones arrangement, with two pianos, a bass and drums, a la a jazz trio, with no embellishment, so Michael Feinstein's then sincere and unsophisticated voice is the featured instrument." (from John W. Cotner, Amazon reviewer. --Ed. note: And as usual Feinstein includes the entire lyric just as Ira wrote it.

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Maureen McGovern
Album: Naughty Baby

same partial track from album referenced above

Amazon iTunes

Notes: "McGovern is, in turn, sweet, sultry, warm, cool, sophisticated and funny. She simply possesses one of the finest voices I've ever heard and in this album, especially, she not only understands the lyrics but makes them her own. This live concert is accompanied by a 1st class 5-man-band and the audience's pleasure is obvious." (from Amazon customer reviewer, Movie Maven.)

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Susannah McCorkle

Album: Someone to Watch Over Me
The Songs of George Gershwin

same track as on album referenced above

Amazon iTunes

Notes: with Alan Farnham (piano), Chris Porter (tenor sax) Howard Alden (guitar), Randy Sandke (trumpet), Conrad Herwig (trombone), Jerry Dogion (alto sax), Rich Derosa (drums), Steve Gilmore (bass)

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Stacey Kent

Album: Love Is . . .The Tender Trap

same track as on album referenced above

Amazon iTunes

Notes: "Stacey Kent has a light voice with that quick vibrato. I put her somewhere between Ella and Blossom Dearie. She has such great musical feel. Her pitch and diction are right on. You can hear every word of the lyric . . ." (from Amazon customer reviewer, K Luey). Stacey Kent (vocal), Jim Tomlinson (tenor sax), Colin Oxley (guitar), David Newton (piano), David Green (bass), Jeff Hamilton (drums).

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Steven Pasquale

Album: Somethin' Like Love

Amazon iTunes icon

Notes: Steven Pasquale is perhaps best known for his work as fireman Sean Garrity on FX s hit series Rescue Me, but he is also well known on Broadway for his appearances in The Light in the Piazza, for which he created the lead role of Fabrizio, and his Outer Critics Circle and Drama Desk-nominated performance in A Man of No Importance. He gives us in Somethin' Like Love, his debut solo album, his interpretations of some of the most enduring standards in the Great American Songbook.

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Tony Bennett and Lady Gaga
album: Cheek to Cheek

same track as on album referenced above
(followed by the remainder of album)

Amazon iTunes

Notes: Every time you get nervous that the American Songbook will be limited to a niche too small to sustain life, another pop phenomenon discovers it and in this case reveals, as the Wall Street Journal noted "serious jazz chops." The Journal is referring to Lady Gaga in her duet album with Tony Bennett, Cheek to Cheek. She isn't the first pop star to join Bennett on these timeless songs, but she's one of the ones who deal with the music on its own terms thus being a complement to it while attesting to her own taste and talent. These duet albums keep both Bennett and The Songbook young and vital.
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