Ain't Misbehavin'
A sassy, sultry musical celebration of legendary jazz great, Fats Waller.
Show Essentials

Full Synopsis

Act One

"Hi there fellas! What you say? This is little Fats Waller, my mother's two hundred and eighty-five pounds of jam, jive and everything." These words crackle out of an old recording, inviting us into the sometimes zany, sometimes sexy, always jazzy world of Thomas "Fats" Waller. The piano that comes out of the recording is joined first by a live piano, then by a band, and finally by five people—Armelia, Nell, Andre, Ken and Charlaine--dressed up to the nines in classic Harlem Renaissance style singing "Ain't Misbehavin'." It is a kind of paean to fidelity, yet the group then tells us it can be difficult waiting for love ("Lookin' Good, But Feelin' Bad").


What sort of world is this world of Fats Waller? It's a world where, if I want to jump in the ocean, "'T Ain't Nobody's Business If I Do." It's a world where, as Nell and Ken tell us, love is as sweet as a "Honeysuckle Rose,' and Armelia lovingly coos to her 'daddy' ("Squeeze Me"). Most of all, it's a world of music and the wonder of stride piano, as the cast sings the praises of a "Handful Of Keys."

Nell may stand and croon demurely that "I've Got A Feeling I'm Falling," but in this place, love means dancing, whether it's hot ("How Ya Baby") or sweet ("Jitterbug Waltz").

Fats Waller comes from a time of big bands. Ken and Andre tell us about the women who not only looked great but sounded great as well ("Ladies Who Sing With The Band"). The women each take a turn with some wartime themed songs ("Yacht Club," "When The Nylons Bloom Again," "Cash For Your Trash") and all three get us moving again with an infectious dance ("Off-Time"). The act ends with the entire cast keeping the mood high and swinging with "The Joint Is Jumpin'."

Act Two

The party continues into the second act as the cast celebrates all over the five boroughs of New York ("Spreadin' Rhythm Around"). Ken and the gals spread it downtown in counterpoint ("Loungin' At The Waldorf") and Andre spreads it uptown at a Harlem rent party ("The Viper's Drag/The Reefer Song").

Parties end and love sours. Nell questions her lover in "Mean To Me" and Ken is downright cruel (in a humorous way) to his girlfriend when he tells her "Your Feet's Too Big." Andre and Armelia accuse each other of cheating ("That Ain't Right") while Charlaine stays true to her man ("Keepin' Out Of Mischief Now"). Nell and Armelia have a bit of fun when they compare notes about men and give Charlaine some advice ("Find Out What They Like"). Andre and Ken then tease a man--perhaps Mr. Fats Waller himself--for being "Fat And Greasy." But underneath the all joking, dancing, partying and romancing, heartache still lingers ("Black And Blue").

The finale brings us back up and snapping our fingers with a dazzling medley of Fats Waller hits ("I'm Gonna Sit Right Down And Write Myself A Letter," "Two Sleepy People," "I've Got My Fingers Crossed," "I Can't Give You Anything But Love," "It's A Sin To Tell A Lie"). The cast "introduces" us to Fats' old band, performing vocal impersonations of the instrumental solos. The group continues to remind us that they "Ain't Misbehavin'," but…"one never knows, do one?"



Cast Size: Small 10
Cast Type: Ensemble Cast
Dance Requirements: Standard

Character Breakdown

An unrepentant party hound. A flirt and a bit of a womanizer.
Gender: male
Age: 25 to 45
Vocal range top: E6
Vocal range bottom: G2
A voluptuous and sassy woman. Very strong-willed and not afraid to share her thoughts.
Gender: female
Age: 25 to 45
Vocal range top: C6
Vocal range bottom: G3
A sweet, young lady. Very innocent.
Gender: female
Age: 18 to 25
Vocal range top: G5
Vocal range bottom: G3
Jovial, cheerful, and loud. Larger than life.
Gender: male
Age: 25 to 45
Vocal range top: C6
Vocal range bottom: D3
Confident and charming. A knowledgeable woman of the world.
Gender: female
Age: 30 to 45
Vocal range top: F5
Vocal range bottom: F3
Full Song List
Ain't Misbehavin': Ain't Misbehavin'
Ain't Misbehavin': Lookin' Good But Feelin' Bad
Ain't Misbehavin': T Ain't Nobody's Biz-ness If I Do
Ain't Misbehavin': Honeysuckle Rose
Ain't Misbehavin': Squeeze Me
Ain't Misbehavin': Handful of Keys
Ain't Misbehavin': I've Got a Feeling I'm Falling
Ain't Misbehavin': How Ya Baby
Ain't Misbehavin': The Jitterbug Waltz
Ain't Misbehavin': The Ladies Who Sing With The Band
Ain't Misbehavin': Yacht Club Swing
Ain't Misbehavin': When The Nylons Bloom Again
Ain't Misbehavin': Cash For Your Trash
Ain't Misbehavin': Off-Time
Ain't Misbehavin': The Joint Is Jumpin'
Ain't Misbehavin': Spreadin' Rhythm Around
Ain't Misbehavin': Lounging At The Waldorf
Ain't Misbehavin': Mean To Me
Ain't Misbehavin': Your Feet's Too Big
Ain't Misbehavin': That Ain't Right
Ain't Misbehavin': Keepin' Out Of Mischief Now
Ain't Misbehavin': Find Out What They Like
Ain't Misbehavin': Fat And Greasy
Ain't Misbehavin': Black And Blue
Ain't Misbehavin': I'm Gonna Sit Right Down And Write Myself A Letter
Ain't Misbehavin': Two Sleepy People
Ain't Misbehavin': I've Got My Fingers Crossed
Ain't Misbehavin': I Can't Give You Anything But Love
Ain't Misbehavin': It's A Sin To Tell A Lie

Show History


After Richard Maltby, Jr. and David Shire mounted their revue Starting Here, Starting Now at the Manhattan Theatre Club, producer Lynne Meadow approached the duo about a new work. Maltby had been working with Murray Horwitz, who was a jazz buff, and suggested they could do a show about Fats Waller. Maltby and Horwitz worked for three months on a biographical musical featuring stunning songs and lively characters, but then tabled the project when they realized they did not have enough material for a second act. Along the way, they told Lynn about the project and it was suggested they take all of their material and remold it into a revue. She offered an empty slot at the Manhattan Theatre Club's cabaret and the show was promptly assembled (in two months).



Ain't Misbehavin'is a musical revue with book by Murray Horwitz and Richard Maltby, Jr., and music by Thomas "Fats" Waller and other various composers/lyricists. Ain't Misbehavin' opened in the Manhattan Theatre Club's East 73rd Street cabaret on February 8, 1978. Shortly thereafter, the musical transferred to Broadway on May 9, 1978, and opened at the Longacre Theatre. During its run the musical moved to the Plymouth Theatre and then to the Belasco Theatre. It closed on February 21, 1982 after 1,604 performances. Luther Henderson adapted Waller's music for the revue and served as the production's original pianist. An Original Cast recording was released by RCA Victor.

The West End production of Ain't Misbehavin' opened on March 22, 1979 at Her Majesty's Theatre. It was later revived in London in 1995 at the Tricycle Theatre and then the Lyric Theatre. A London revival cast recording was released by First Night.







  • The Ain't Misbehavin' revival in 1988 featured all five members of the original cast.
  • At 1,604 performances, Ain't Misbehavin' ranks #45 on the list of longest-running Broadway shows.
  • On June 12, 1982, NBC broadcast a live taping of the original Broadway production.
  • Ain t Misbehavin launched the career of the irrepressible Nell Carter.
  • In 1978, Ain t Misbehavin won the TONY Award for Best Musical the first time in the history of the awards a revue was so honored.

Critical Reaction

"The show moves with the zing and sparkle of a Waller recording-filled with bright melodies and asides." -The New York Times

"Ain't Misbehavin'& is like an intoxicating combination of a dry martini and a dirty joke, savored over the sassiest Depression-era jazz."
-LA Times

Tony® Award

1978 - Best Direction Of A Musical, Winner (Richard Maltby, Jr.)
1978 - Best Choreography, Nominee (Arthur Faria)
1978 - Actress In A Featured Role (Musical), Nominee (Charlaine Woodard)
1978 - Best Choreography, Nominee (Arthur Faria)
1978 - Actress In A Featured Role (Musical), Winner (Nell Carter)
1978 - Broadway Musical, Winner (Emanuel Azenberg, Dasha Epstein, The Shubert Organization, Jane Gaynor, Ron Dante (producers))
1978 - Choreographer Of A Broadway Musical, Nominee (Arthur Faria)
1978 - Director Of A Broadway Musical, Winner (Richard Maltby, Jr.)
1978 - Best Musical, Winner (Ain'r Misbehavin')
1978 - Best Featured Actress in a Musical, Winner (Nell Carter)
1978 - Best Featured Actress in a Musical, Nominee (Charlaine Woodard)
1989 - Best Revival, Nominee (The Shubert Organization, Emanuel Azenberg, Dasha Epstein, Roger Berlind (producers))
1989 - Best Revival, Nominee ()

Drama Desk Award

1978 - Outstanding Musical, Winner ()
1978 - Outstanding Actor in a Musical, Winner (Ken Page)
1978 - Outstanding Actress in a Musical, Winner (Nell Carter)
1978 - Outstanding Actor in a Musical, Nominee (Andre De Shields)
1978 - Outstanding Actor in a Musical, Winner (Ken Page)
1978 - Outstanding Actress in a Musical, Nominee (Charlaine Woodward)
1978 - Outstanding Actress in a Musical, Winner (Nell Carter)
1978 - Outstanding Choreography, Nominee (Arthur Faria)

Theatre World Award

1978 - Best Debut Performance, Winner (Nell Carter)
1978 - Best Debut Performance, Winner (Amelia McQueen)

NY Drama Critics Circle Award

1978 - Best Musical, Winner (Ain't Misbehavin')




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The FATS WALLER Musical Show 50%


Conceived by
Created and Originally Directed by
Original Choreography and Musical Staging by
Musical Adaptations, Orchestrations & Arrangements by

Vocal & Musical Concepts by Musical Arrangements by


Originally produced by The Manhattan Theatre Club 

Originally produced on Broadway by Emanuel Azenberg,

Dasha Epstein, The Shubert Organization, Jane Gaynor & Ron Dante 

The videotaping or other video or audio recording of this production is strictly prohibited.

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