Where or When
"Where or When" is a jazz standard and show tune composed by Richard Rodgers with lyrics by Lorenz Hart, first introduced in the 1937 Broadway musical Babes in Arms, where it was performed by actors Mitzi Green and Ray Heatherton.[1][2] The song's lyrics explore the theme of déjà vu in romance, pondering whether a current encounter feels like a past memory or a prophetic dream, as in the refrain: "It seems we stood and talked like this before / We looked at a door that never opened once before."[1] Its melody features a dramatic ascending line spanning an octave and a fourth, which music critic Alec Wilder described as one of Rodgers' most effective dramatic statements.[1] The musical Babes in Arms, which ran for 289 performances on Broadway, provided the original context for the song, portraying a group of teenagers staging a show amid socio-political challenges of the era.[1] The first recording was made by Ruby Newman's orchestra in 1937, followed by Hal Kemp's version that topped the charts for one week and charted for 16 weeks.[2] Subsequent hits included Guy Lombardo's 1943 rendition, and a notable 1941 recording by Benny Goodman's sextet featuring a young Peggy Lee, recorded on Christmas Eve shortly after the U.S. entry into World War II.[3] The song was also featured in the 1939 film adaptation of Babes in Arms, sung by Betty Jaynes and Douglas McPhail.[1] Over the decades, "Where or When" has been interpreted by numerous artists, cementing its status as a timeless standard in jazz and popular music. Iconic versions include Ella Fitzgerald's from her 1956 Rodgers and Hart songbook album, Frank Sinatra's 1945 recording (which later inspired an album title), Nat King Cole, Lena Horne in the 1948 biopic Words and Music, and instrumental takes by Clifford Brown and Harry Connick Jr.[1] Later covers range from doo-wop by Dion and the Belmonts in 1960 to contemporary jazz by Wynton Marsalis, while Rod Stewart included it on his 2004 standards album.[1] Rodgers himself noted its use in psychology lectures to illustrate déjà vu, highlighting its cultural resonance beyond entertainment.[1]Origins and Composition
The Musical Babes in Arms
Babes in Arms is a 1937 Broadway musical with music by Richard Rodgers, lyrics by Lorenz Hart, and book by Rodgers and Hart, set in the fictional town of Seaport on [Long Island](/page/Long Island) during the Great Depression. The story centers on a group of teenagers whose vaudeville performer parents leave them behind with minimal resources while heading out on tour, prompting the young characters to band together against the local sheriff's plan to send them to a work farm. Led by ambitious teen Val LaMar, the group decides to stage their own variety show, titled Lee Calhoun's Follies, in a barn to raise funds and demonstrate their self-sufficiency, weaving in elements of budding romances, rivalries, and triumphs over obstacles like funding shortages and social prejudices.[4] The production premiered on April 14, 1937, at the Shubert Theatre in New York City, later transferring to the Majestic Theatre, and ran for 289 performances until closing on December 18, 1937. Directed by Robert B. Sinclair, it featured a youthful cast including Ray Heatherton as Val LaMar, Mitzi Green as Billie Smith, Wynn Murray as Baby Rose, and Alfred Drake as Marshall Blackstone. As part of Rodgers and Hart's prolific output of successful musicals in the 1930s, the show captured the era's spirit of youthful resilience and provided escapist entertainment amid economic hardships.[5][6] Within the musical, "Where or When" is introduced early in Act I as a duet between Val and Billie during their first meeting, where they share a mysterious sense of déjà vu that hints at the show's romantic undercurrents. This placement helps establish the central love interest while highlighting the characters' dreams and uncertainties in a time of instability.[7]Creation by Rodgers and Hart
Richard Rodgers and Lorenz Hart formed one of the most influential songwriting partnerships in American musical theater, beginning their collaboration in 1919 when Rodgers, then 16 years old, was introduced to the 23-year-old Hart through a mutual friend.[8] Over the next two decades, they created more than 500 songs for 28 stage musicals, with "Where or When" emerging as a standout from their 1937 output.[9] By this time, Hart was grappling with severe personal challenges, including alcoholism that increasingly disrupted his productivity and reliability, though it did not yet halt their creative synergy.[10] The song's inspiration stemmed from Hart's fascination with the psychological phenomenon of déjà vu applied to romantic encounters, portraying the eerie sense of reliving a first meeting, laughter, and love without pinpointing its origin.[1] Drawing on emerging ideas of memory and involuntary recognition in early 20th-century psychology, Hart crafted lyrics that captured this disorienting familiarity, a concept Rodgers later noted as innovative enough to prompt letters from psychiatrists intrigued by its depiction.[1] Rodgers complemented this with a melody in A-flat major and 3/4 waltz time, employing ascending chromatic lines in the vocal phrasing to heighten the nostalgic, dreamlike quality, evoking a hazy recollection.[11] Composed in early 1937 specifically for the musical Babes in Arms, the song underwent initial sketches and revisions, including Hart's refinement of the bridge lyrics to emphasize paradoxical "first time" events that feel recurrent, such as "Some things that happen for the first time / Seem to be happening again."[1] It was published later that year by Chappell & Co., with Rodgers providing holograph piano-vocal scores that reveal the iterative process.[12] The final structure follows a verse-chorus form, enriched by sophisticated harmonies featuring prevalent seventh chords that add emotional depth and tension.[13] In the bridge, a subtle key modulation provides an emotional lift, shifting the mood to underscore the lyrical theme of elusive repetition.[13]Lyrics and Themes
Structure and Content
"Where or When" follows the classic 32-bar AABA form typical of American popular song standards from the era, consisting of two 10-bar A sections, an 8-bar B section (bridge), and a 12-bar final A section (with tag), with an introductory verse preceding the chorus.[14] The introductory verse establishes a philosophical scene about the interplay between dreams and reality, while the chorus depicts a moment of romantic reunion tinged with déjà vu, and the bridge delves into the theme of events recurring as if predestined.[14] This structure builds emotional tension through repetition and contrast, culminating in a reflective resolution.[14] Key phrases in the lyrics evoke cyclical romance and sensory familiarity, such as the repeated "It seems we stood and talked like this before" and "But I can't remember where or when," alongside imagery of enduring elements like "The clothes you're wearing are the clothes you wore" and "The smile you are smiling you were smiling then."[7] The rhyme scheme primarily employs an ABAB pattern in the A sections (e.g., before/then/when), complemented by internal rhymes for rhythmic flow, such as "Thought has wings / And lots of things / Are seldom what they seem" in the verse.[14] These elements create a seamless, flowing lyric that mirrors the song's theme of temporal ambiguity.[14] Lorenz Hart employs poetic devices like paradox to capture the emotional ambiguity of something feeling both novel and familiar, as in the bridge's "Some things that happen for the first time / Seem to be happening again," which underscores the core narrative of rediscovered love defying linear time.[14] Sensory details, including visual cues of smiles and clothing alongside introspective references to dreams and mental "tricks," heighten the song's evocative quality, blending wit and tenderness.[14] Richard Rodgers' melody, with its graceful stepwise motion and subtle chromaticism, supports these lyrics by enhancing their lyrical inevitability and emotional depth.[14] The original 1937 lyrics, as printed in the vocal score for Babes in Arms, are as follows: VerseWhen you're awake, the things you think
Come from the dreams you dream.
Thought has wings,
And lots of things
Are seldom what they seem.
Sometimes you think you've lived before,
All that you live today.
Things you do
Come back to you
As though they knew the way.
Oh, the tricks your mind can play! Chorus
It seems we stood and talked like this before.
We looked at each other in the same way then,
But I can't remember where or when. The clothes you're wearing are the clothes you wore.
The smile you are smiling you were smiling then,
But I can't remember where or when. Some things that happen for the first time
Seem to be happening again. And so it seems that we have met before,
And laughed before and loved before,
But who knows where or when? (Repeat Chorus)[7]