This popular standard was created in 1929 in collaboration with Harry Brooks, with words by Andy Razaf. Marked "moderately," the tune unfolds to a gentle Harlem stride beat (as a teenager, Waller studied with the legendary James Johnson) and contains harmonic elements that would be expanded upon in the '30s and '40s in the swing and bebop styles. The first of these elements can be heard in the opening verse section where the harmony switches quickly between keys a half step apart (C, A flat, D flat): (Boy's lyrics) "Tho' it's a fickle age, With flirting all the rage, Here is one bird with self-control, Happy inside my cage."

The next element is the chord progression of the chorus: I - II seventh - V - I, I seventh - IV - minor IV - I - VI seventh - II - V ( - I). This is a standard progression for bebop tunes based on Tin Pan Alley progressions, usually referred to simply as II - V - I. "No one to talk with, all by myself, no one to walk with but I'm happy on the shelf, Ain't Misbehavin', I'm saving my love for you."

The middle section uses a repeated riff figure (like the Kansas City style of the 1930s) on a minor third over a chromatically ascending middle voice: "Like Jack Horner in the corner don't go nowhere, What do I care...."

Waller's sprightly (quarter note = 158 MM) piano solo version of the tune was also published in the same year and demonstrates further the connection to the Harlem stride piano tradition. Starting in the key of C major, there is the basic alteration of low to middle chords, with accented anticipations and walking chromatics in parallel tenths in the bass. The melody is harmonized in full chords in the right hand, and delicate blues runs and skipping open fifths on higher harmonics are interspersed within the tune. Waller starts with the well-known chorus, briefly quotes the intro verse, repeats the chorus and then performs a bright modulation to the key of E flat with even denser chords and accents performed by skipping between registers for one beat. He tops the performance off with a bluesy ascending passage.

In 1978, the genius of Fats Waller was celebrated in the impressive Broadway musical Ain't Misbehavin', featuring the irrepressible Nell Carter, that received three Tony awards, the New York Drama Critics Circle Award, the Obie Award for best musical, the Drama Desk Award, etc. Drawing from Waller's massive compositional output (400 copyrighted songs and indeterminable number of un-copyrighted ones, 500 recordings, many piano rolls), the show was built around 30 central tunes including the title tune, (What Did I Do To Be So) Black and Blue, Honeysuckle Rose, I Can't Give You Anything But Love, I'm Gonna Sit Right Down and Write Myself A Letter, It's A Sin to Tell A Lie, The Jitterbug Waltz, The Joint Is Jumpin', Mean To Me, T'ain't Nobody's Biz-ness If I Do, Your Feet's Too Big, and Handful of Keys.

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