After woodshedding and perfecting the show in productions in Wilmington, Washington, Philadelphia, and Boston, the New York premiere took place at the Alvin Theater on November 17, 1939, with splendid orchestrations of Kern's music by Robert Russell Bennett.

Although containing many recognizable elements, the plot, in two acts and seven scenes, is dramatic and evocative. Trouble starts percolating when the character William Graham gets involved with some criminals. They threaten to harm May, his daughter (Act I, Duettino "In Other Words, Seventeen" with its interesting melodic gestures and innocent directness) in order to make him go along with their plans, but she manages to hide herself away in a summer stock production led by the ostentatious, flamboyant artistic director Ogden Quiler, introduced in the scene 2 "Characterization." Winnie Spofford, the somewhat bananas woman who owns the property that the theater is on, takes May under her wing. The theater ensemble delivers the songs "All the Things You Are" (Ogden, Liz, Carroll, Charles) and "Heaven in My Arms" (Johnny, Liz, Carroll).

Act II offers the tunes "That Lucky Fellow" (Raymond), "That Lucky Lady" (May), "In the Heart of the Dark" (Carroll), "All in Fun" (Liz and Johnny), and the gavotte "L'histoire de Madame de la Tour" (Carroll, Miss Wasserman, Jane, and Andre), as well as several dance and plot advancing numbers (Dance Da Da: Lady in Red, The Blackbird and Lady in White; The Deer and the Park Avenue Lady; Ballet Peculaire, etc.). Eventually, the gangsters show up, as do the police at one point; kidnappings occur, but the gangsters are prevented in carrying out their intentions. May falls in love with Winnie's son ("Sonny"). William Graham, widowed, develops an affection for Winnie herself.

The show's biggest hit, "All the Things You Are," has become a jazz ballad standard; it is a beautifully constructed song with a compelling yet simple melody and beautiful harmonies. In the first eight measures, the melody in F minor is made up of ascending fourths followed by a descending half step or whole step. The harmonic roots follow the same Baroque (e.g., J.S. Bach) pattern, with a seventh added to each chord to give a soft jazzy modernity to the overall timbre (F minor seventh, B flat minor seventh, E flat seventh, A flat seventh, D flat seventh, G dominant seventh, C seventh). The next eight measures repeat this sequence (C minor seventh on down to G major seventh).

The bridge sticks with this last landing place by making it the root for a bright key change (A minor seventh, D seventh, G major seventh). Then follows another even brighter key change, a Wagnerian third down to E (F sharp minor seventh, B seventh, E major seventh). The melody follows by overlapping one tone from each previous chord. The modulation back to the beginning melody is smoothly accomplished by an enharmonic modulation (E major seventh, C augmented seventh, F minor), using the A flat (G sharp) as the common tone that links these chords.

© "Blue" Gene Tyranny, All Music Guide