10 Surprising Stories Behind Famous Songs

Every song arises from a unique inspiration. Some are instant classics, while others find unexpected success or must overcome critics to reach an audience. Whether the song was written by someone else or the singer themselves, the inspiration is usually something personal. And many of us seek to learn what inspired the lyrics to some of our favorite songs.

Each of these ten songs has a story as distinctive as its tune.

Related: 10 James Bond Theme Songs That Never Were

10 “Over the Rainbow”

MGM executives initially cut “Over the Rainbow” from The Wizard of Oz (1939) because they felt the opening Kansas scenes made the film too long and the song’s themes were too complex for its target audience: children. They also didn’t like Judy Garland singing in a barnyard. Generations of moviegoers can thank associate producer Arthur Freed for telling studio head Louis B. Mayer, “The song stays—or I go.” Mayer backed down, saying, “Let the boys have the damn song. Put it back in the picture. It can’t hurt.”

The melody came to composer Harold Arlen while driving down Sunset Boulevard. Later, when he and lyricist E.Y. Harburg were stuck for an ending, Ira Gershwin suggested the line, “Why, oh, why can’t I?” Why a question? Gershwin later explained, “Well, it was getting to be a long evening.”

“Over the Rainbow” won an Academy Award for Best Music, Original Song and became Garland’s signature number. Today, it tops the American Film Institute’s list of the 100 Greatest American Movie Music and was voted Song of the Century in 2000 by the National Endowment for the Arts.^[1]

9 “As Time Goes By”

Honored as #2 on AFI’s movie music list, “As Time Goes By” could have ended on the cutting room floor as well, despite its established popularity. Herman Hupfeld wrote it for a 1931 Broadway play, and Murray Burnett and Joan Alison featured it again in their 1940 anti-Nazi play Everybody Comes to Rick’s. Shortly after the bombing of Pearl Harbor, Warner Bros. bought the rights to that play for the movie Casablanca (1942).

Filming was already completed when composer Max Steiner asked to replace “As Time Goes By” with a composition of his own that would earn him royalties. Producer Hal Wallis refused for his own financial reasons: Ilsa’s “Play it, Sam” scene could not be reshot because Ingrid Bergman was away on location and had cut her hair short for her next film, For Whom the Bell Tolls (1943).

Drummer Dooley Wilson did his own singing but faked Sam’s piano playing to match the live, off-camera performance of Jean-Vincent Plummer. When a musician’s strike prevented Wilson from recording a single in time for the film’s release, the studio re-issued Rudy Vallee’s 1931 version, which was again a hit. Steiner’s score was nominated for an Oscar, but the film’s unforgettable musical highlight was ineligible because it had not been composed directly for the screen.^[2]

8 “White Christmas”

As much as “White Christmas” resonated with the longing of American GIs and their loved ones during World War II, its own backstory is equally poignant. The song’s inspiration dates back to December 1937, when composer Irving Berlin, a Russian-born Jewish immigrant, was in Hollywood scoring films for 20th Century Fox while his wife, a devout Catholic, was home in New York City. Their separation over the holidays was particularly hard for Berlin because he was unable to accompany his wife on their annual visit to the grave of the couple’s infant son, who had died on Christmas Day in 1928.

Berlin tapped his personal pain to craft a secular holiday classic that touched anyone yearning for days that are “merry and bright.” Bing Crosby introduced “White Christmas” on a radio broadcast of the Kraft Music Hall on December 25, 1941. This Oscar-winning hit became the anchor of the movie Holiday Inn (1942) and inspired its own story in White Christmas (1954).^[3]

7 “Have Yourself a Merry Little Christmas”

“Have Yourself a Merry Little Christmas” demonstrates the value of a good rewrite. For the MGM musical Meet Me in St. Louis (1944), the team of Hugh Martin and Ralph Blane needed a song for Judy Garland’s character to comfort her little sister, played by Margaret O’Brien. According to Martin, he had a melody he liked but could not make it work, “so I played with it for two or three days and then threw it in the wastebasket.” Blane retrieved it and later recalled, “Thank the Lord we found it.”

But the song still needed serious help. The original lyrics began, “Have yourself a merry little Christmas. It may be your last. Next year, we may all be living in the past.” The verse became gloomier still. Garland protested, “‘If I sing that, little Margaret will cry, and they’ll think I’m a monster.” The revision used in the film struck a perfect balance between wistful and hopeful.

Garland’s single was a hit, and the song would be covered repeatedly, including by Frank Sinatra in 1947. For a second release ten years later, Sinatra asked the composers to make yet another change, saying, “The name of my album is A Jolly Christmas. Do you think you could jolly up that line for me?” So, in the Sinatra version, “From now on, we’ll have to muddle through somehow” became “Hang a shining star upon the highest bough.”^[4]

6 “Moon River”

Henry Mancini composed this haunting ballad for Breakfast at Tiffany’s (1961) with Audrey Hepburn’s limited vocal range in mind. Its simple, one-octave tune in the key of C was titled “Blue River” until lyricist Johnny Mercer recalled an earlier song by that name. To preserve the rhythm, he swapped “moon” for “blue,” both one-syllable words with the same vowel sound.

After a preview screening of the film, a Paramount studio executive reportedly said, “I love the picture, fellas, but the f***ing song has to go.” To which Hepburn replied, “Over my dead body!” The song stayed, won an Oscar, and today ranks #4 on the AFI list. Of its hundreds of covers, Hepburn’s version remained Mancini’s favorite.^[5]

5 Theme from Star Trek

In 1953, Gene Roddenberry left his job with the Los Angeles Police Department to become a freelance TV writer. He sold scripts to shows including Highway Patrol, Dr. Kildare, and Have Gun, Will Travel before developing his own project, Star Trek (1966–1969). He also wrote words to the series’ theme song that were never intended to be sung.

Seven weeks after composer Alexander Courage sent an instrumental version of the theme to the Library of Congress, Roddenberry submitted a second score with his own sappy lyrics handwritten underneath the notes. By exploiting a clause buried in the composer’s contract, Roddenberry guaranteed himself 50% of the royalties whenever the theme was used, even as an instrumental. Outraged at having his own payoff cut in half, Courage never worked on the show again as long as Roddenberry remained its executive producer.

In the book Inside Star Trek, Roddenberry is quoted as admitting that he thought at the time, “I have to get money somewhere. I’m sure not going to get it out of the profits of Star Trek.” He had no way of knowing at the time that Star Trek and its theme would live on for generations in syndication and movie adaptations.^[6]

4 “People”

Composer Jule Styne and lyricist Bob Merrill wrote more than fifty songs during the development of a Broadway musical about comedian Fanny Brice to be called A Very Special Person. Their first try at a title song evolved into “People,” and the show became Funny Girl. Styne wanted the little-known Barbra Streisand for the lead, even though she was not the star the producers had in mind. Looking back in 1977, Styne explained, “I wondered how I was going to get this little girl who was singing down in the Village in the show when they already had Anne Bancroft. So I wrote the toughest score. Only Barbra could sing it.” After Bancroft heard the music, she agreed.

During out-of-town tryouts, then-director Garson Kanin thought “People” wasn’t right for the character or the moment and wanted it cut. Then, Columbia’s release of it as a promotional single in January 1964 gave Streisand her first Top 40 hit. Before Funny Girl’s triumphant Broadway debut two months later, other songs and directors would come and go, but “People” remained and became a showstopper.^[7]

3 “Sympathy for the Devil”

The Rolling Stones’ 1968 album Beggars Banquet opens with “Sympathy for the Devil,” a blazing catalog of humankind’s record of inhumanity. Mick Jagger wrote both the words and music, inspired by a Soviet-era satirical novel and the political and social turmoil of the 1960s. As he stated in its music video, he had to “figure out if it was a samba or a goddam folk song.” Over the course of thirty takes, the tempo increased, African percussion instruments were added, and Keith Richards introduced the driving rhythm.

During the album’s recording session in the summer of 1968, a more historically significant change occurred. Jagger’s original version had the line, “I shouted out, ‘Who killed Kennedy?’” After Senator Robert F. Kennedy was also assassinated on June 6, Jagger magnified the song’s power by updating “Kennedy” to the plural.

At least as far back as 2006, the Stones dropped the entire “Kennedys” verse at a benefit concert for Bill Clinton’s 60th birthday, as captured in Martin Scorsese’s documentary Shine a Light (2008). When Jagger was asked about the omission after the film’s premiere, he replied coyly, “Did I leave that out? That song is so long, I always cut a verse. I guess it must’ve been that one.” The verse was also missing during the Stones 2024 tour.^[8]

2 “Raindrops Keep Fallin’ on My Head”

When director George Roy Hill wanted a contemporary sound for his offbeat western Butch Cassidy and the Sundance Kid (1969), he hired pop music duo Burt Bacharach and Hal David, known for hits like “Walk on By,” “What the World Needs Now is Love,” and “The Look of Love.” As a guide for scoring the playful Paul Newman-Katharine Ross bicycle sequence, Hill told them he had edited it to Simon and Garfunkel’s bouncy “The Fifty-Ninth Street Bridge Song (Feelin’ Groovy).” Bacharach contributed the tune and the title, saying later, “Even though [lyricist] Hal tried to change it, we never came up with a thing that felt as good.”

After Ray Stevens, best known for comedy songs, declined due to a project conflict, the song was offered to another client of Stevens’ agent, B.J. Thomas. The day the soundtrack was cut, Thomas had just come off tour with a bad case of laryngitis and struggled through five takes. Bacharach found Thomas’s raspy voice to be “authentic,” but studio executives deemed the song “too risky and unconventional.”

Two weeks later, in full voice, Thomas recorded the song for release. The single topped the Billboard Hot 100 chart for four weeks. Bacharach and David took home an Oscar for Best Music, Original Song.^[9]

1 Theme from M*A*S*H

For his dark comedy film M*A*S*H (1970), director Robert Altman insisted that the background song during the fake suicide of despondent dentist “Painless” Waldowski be called “Suicide Is Painless” and that it be the “stupidest song ever written.” Noted movie composer Johnny Mandel recounted later that when he came up empty on the stupid requirement, Altman told him, “All is not lost. I’ve got a fifteen-year-old kid who’s a total idiot.” Young Mike Altman quickly cranked out four verses and a chorus, which Mandel set to music.

Altman liked the melody so much that he used it over the movie’s opening credits as well, and the instrumental version was also featured on the long-running TV series. The song hit #1 on the UK singles chart and was covered by artists as different as Marilyn Manson and the late jazz pianist Ahmad Jamal. During an appearance on The Tonight Show in 1981, the senior Altman told Johnny Carson he had been paid $70,000 to direct the film, but as of that time, his son had earned more than one million dollars for his half of the music royalties.^[10]