Over the Rainbow: why Judy Garland's greatest song was almost canned from The Wizard of Oz

In 2020, as we squint to look for light at the end of the tunnel, children will tonight be singing Over the Rainbow and sending their recordings in messages of support to NHS staff. Where did it all start?

The scene

81 years ago, in the humble sepia prologue of The Wizard of Oz (1939), Dorothy Gale (Judy Garland) was introduced to us on her Kansas farmstead, and dreamed of being far, far away. “Some place where there isn’t any trouble. Do you suppose there is such a place, Toto?”

Try to imagine Over the Rainbow not starting up at this moment. All the film’s creators did, many times. The song, which became Garland’s signature anthem and one of the most iconic soundtrack cues ever recorded, nearly didn’t make it into the final cut.

Though it’s one of the first things we hear in MGM’s everlastingly beloved fantasy, fulfilling the function that students of musicals would call the “I Want” song in the film’s first act, it was one of the last sequences to be shot, and was nearly dithered out of existence.

Why is it so good?

Not a trace of this creative uncertainty is apparent when you actually watch. As simply as the act of Dorothy sinking into a haystack beside her, the song sidles up with its full octave leap – within moments, we are way up high.

It’s worth expanding on those two notes – middle C to the one above – which tell the story of the whole film in microcosm. The lower note, sung on “Some...”, is down in Garland’s chest voice and speaks of Dorothy’s grounded reality, her daily grind, the dry dustbowl of Kansas, and, if you like, this whole black-and-white section of the film.

And then “...where”, on high C, stands for everything on the other side. Imaginatively, it has already made the transition – over the rainbow – into glorious Technicolor. Lyricist Yip Harburg called this “a song of yearning”, with a melody that keeps circling its singer back down to middle C, because she hasn’t escaped Kansas quite yet. Where she wants to be – where the ascent of the notes “Why oh why can’t I?” brings her back at the end – is to that high C: musically speaking, to Oz.

There are simpler reasons for the sequence soaring. Garland’s vocal performance of the song was never bettered, either by her own later renditions or anyone else’s. And on camera, her gaze to the skies is so blissfully pure it’s impossible to take your eyes off her. Even the silent supporting role for Toto, who jumps up onto a harvester to dangle a left paw at her beseechingly, is unimprovable. Time hasn’t recorded how many takes either the shot or the audio recording took, so who’s to say they didn’t bottle the magic first time?

Behind the scenes

Production-wise, if ever a film disproved the notion that too many cooks spoil the broth, it’s The Wizard of Oz. Dozens of writers – most uncredited, some actors working on their own lines – contributed to the shooting script. Plus, four directors were involved at different points – first the MGM stalwart Richard Thorpe, who was fired after two weeks for his insufficient grasp of fantasy, but not without first supplying Garland with a cutesy blonde wig and baby-doll makeup.

His replacement, George Cukor, got rid of these, but didn’t actually shoot any scenes, merely troubleshooting before he exited to start work on Gone with the Wind. Victor Fleming took over for the bulk of production, but was whipped away in haste to replace none other than Cukor on Gone with the Wind, leaving key parts of the Kansas prologue, including the tornado and this song, unshot.

It was King Vidor who came in to complete these scenes, but chose not to take credit, either on screen or off, until Fleming died in 1949.

The song was the last one that Harburg and composer Harold Arlen wrote for the film, with the pressure mounting to deliver it. Arlen remembers the inspiration for the melody striking when his wife drove him past Schwab’s drugstore on Sunset Boulevard – he suddenly asked her to pull over so he could scribble the opening notes down.

But it was so nearly all for nothing. After a preview screening in San Luis Obispo, the song was deleted. Fleming, who hadn’t shot it, didn’t like it, and MGM chief Louis B. Mayer thought it slowed the film down and would go way over the heads of children in the audience. He thought it sounded like something for a star soprano like Jeanette MacDonald, “not for a little girl singing in a barnyard”.

Only after persistent protests from the songwriters, producers Mervyn LeRoy and Arthur Freed, and Garland’s vocal coach Roger Edens was the song reinserted before release. “Oh, let the boys have their song,” Mayer eventually decided, caving in.

The reception

Despite a wave of positive notices when it came out, The Wizard of Oz was only modestly successful at the box office. Though on-set chaos and the risky nature of the fantasy genre had led to predictions of far worse disaster, it initially reported a loss of $1.1m for MGM. Also, a week after the film’s nationwide release on August 25, 1939, the Second World War started.

Nonetheless, in the bounteous hit parade that was 1939, it managed to get five Oscar nominations, including Best Picture. “Over the Rainbow” won Best Song, Herbert Stothart Best Score, and Judy Garland a special award for juvenile achievement. “Over the Rainbow” has been on and off the singles charts ever since, murdered ruthlessly on talent shows, and subject to cover versions in their zillions. It’s still the one and only.