Benny Goodman and Mary Lou Williams – Ain’t Misbehavin’

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Ain’t Misbehavin’ is a 1929 stride jazz/early swing composition with 32 bars in AABA measure with a slow-to-moderate pace. With lyrics by Andy Razaf and score by Thomas “Fats” Waller and Harry Brooks, the number was created specifically as a theme song for the Razaf/Waller/Brooks off-Broadway musical comedy Connie’s Hot Chocolates. In a 1941 interview with Eddie “Rochester” Anderson, Fats said the song was written while “lodging” in alimony prison, and that is why he was not “misbehaving” (Wikipedia).


  • Benny Goodman – clarinet
  • Mary Lou Williams – piano
  • Cal Collins – guitar
  • Connie Kay – drums
  • Major Holley – bass

Recorded December 27, 1978 In New York, NY