Composed in 1933, with words and music by Duke Ellington, Irving Mills, and Mitchell Parish, this splendid, lyrical song utilizes some of Ellington's most advanced harmonic writing.

After the brief introduction on a whole tone chord, the II-V-I progression in A flat major, a progression that was to become so important in swing and bebop music in the next two decades, is the fundamental lynchpin to this song. The melody itself is built around arpeggiations of these chords.

The difficult bridge of the song's AABA structure also modulates chromatically to the key of G major, a half step below the home key. The melody develops in gradually wider intervals on the higher harmonics of another II-V-I progression ("Smoking, drinking, never thinking of tomorrow"). Ellington uses these harmonic relations to brilliantly form a seamless segue back to the opening melody.

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