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Harold Arlen composed this song in 1934 with lyricist Ted Koehler for the 24th Edition of the Cotton Club Parade at Harlem's legendary nightclub. It was introduced by Avon Long and a young Lena Horne. This was the final Cotton Club collaboration between Arlen and Koehler, whose partnership also produced "Stormy Weather" and "I've Got the World on a String."

A bright, buoyant swing number, the song features a playful lyric and a bouncing melody full of Arlen's characteristic inventiveness. The bridge contains a surprising rush of quick notes that breaks from the relaxed feel of the A sections, showcasing the composer's gift for the unexpected. The A sections also incorporate a six-note phrase that functions almost like a casual aside, adding to the song's effortless charm.

The Benny Goodman Sextet's 1940 recording is a classic, featuring Count Basie on piano and the legendary Charlie Christian on guitar. Anita O'Day's breezy performance on This Is Anita (1956, Verve) and Ella Fitzgerald's version on Ella Fitzgerald Sings the Harold Arlen Songbook (1961) are considered definitive vocal treatments.