Believe it or not, the most famous song in movie history almost got chopped. It's true. The studio heads at MGM thought "Over the Rainbow" was too slow, too depressing, and way too sophisticated for a girl from Kansas. They actually pulled it from the film three times. If it wasn't for the fierce persistence of the producers, the legacy of the composer of The Wizard of Oz would look a lot different today.
We’re talking about Harold Arlen.
Most people know the name Judy Garland. Everyone knows the Cowardly Lion. But Harold Arlen? He’s the guy who gave the 1939 classic its heartbeat. Along with his brilliant lyricist partner, E.Y. "Yip" Harburg, Arlen didn't just write a soundtrack; he created a symphonic map of the human psyche. It wasn't just "movie music." It was a blend of jazz, blues, and Broadway that somehow felt like it had existed forever.
Who Was Harold Arlen?
Harold Arlen wasn't some Hollywood corporate hack. He was a Cantor’s son from Buffalo, New York. Born Hyman Arluck, he grew up surrounded by the liturgical melodies of the synagogue, which he later mashed together with the "dirty" blues he heard in New York City’s nightclubs.
He was a ragtime pianist at heart.
Before he became the composer of The Wizard of Oz, Arlen was a staple at the Cotton Club in Harlem. He wrote "Stormy Weather" and "I've Got the World on a String." He had "the soul of a Black man," according to many of his contemporaries, because he understood the "blue note"—that specific, aching interval that sits right between happy and sad.
That’s the secret sauce of the Oz score.
The 1939 Assignment
When MGM hired Arlen and Harburg, they weren't just looking for "ding-dong the witch is dead" jingles. They needed a cohesive musical narrative. You have to remember that in 1938, making a fantasy musical of this scale was a massive gamble. Walt Disney had just killed it with Snow White, and MGM wanted a piece of that family-friendly pie.
Arlen was paid about $25,000 for the job. In today's money, that's a decent chunk, but for the work he put in? Absolute bargain.
The Battle for Over the Rainbow
The story goes that Arlen was stuck. He couldn't find the "big" song. He and Yip had written the whimsical Munchkinland stuff, but they lacked the emotional anchor for Dorothy.
One night, while Arlen was being driven to Grauman's Chinese Theatre with his wife, Anya, it hit him. Right in front of a Schwab's Drug Store on Sunset Boulevard. He asked her to pull over. He scribbled down the melody that would become the most iconic song of the 20th century.
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But Harburg hated it at first.
Yip thought it was too "grand" for a little girl in a barnyard. He told Arlen, "It’s for Metropolitan Opera, not for a little girl in Kansas." They eventually simplified the bridge, Arlen added that octave-jumping opening—Some-where—and history was made.
Then came the suits. Louis B. Mayer and the other MGM executives thought the song slowed down the pace. They felt the black-and-white opening in Kansas was dragging. They cut the song. The associate producer, Arthur Freed, allegedly told them, "The song stays, or I go."
Imagine a world where Dorothy never sang that song. It’s impossible.
More Than Just One Song
If you really listen to the film, Arlen’s genius is everywhere. He didn't just write songs; he wrote "character themes" before that was even a standard industry term.
Think about the "We're Off to See the Wizard" march. It’s jaunty. It’s infectious. But it’s also weirdly complex in its rhythmic structure. Arlen was a master of the "bridge"—the middle part of a song that takes you somewhere else before bringing you home.
The Munchkinland Sequence
This wasn't just a few songs. It was an entire operetta. Arlen and Harburg spent months structuring the arrival in Oz. They used "recitative"—a style where the characters speak-sing—to move the plot along.
- "Ding-Dong! The Witch Is Dead"
- "The Lullaby League"
- "The Lollipop Guild"
These weren't just throwaway tracks. They were meticulously composed to match the tiny, high-pitched voices of the actors playing the Munchkins. Arlen had to account for the fact that the voices would be sped up in post-production, which changes the pitch and the timing. He was basically doing math with melodies.
The Blues Influence in the Emerald City
One thing people often miss about the composer of The Wizard of Oz is his jazz background. Look at "If I Only Had a Brain." It’s a rhythmic, syncopated tune. It’s got that "shuffle" that Arlen learned in the jazz clubs of the 1920s.
Ray Bolger, who played the Scarecrow, was a vaudeville dancer. Arlen wrote the music specifically to allow for Bolger’s "stumble" style of dance. The music sags and leaps exactly when the Scarecrow does.
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And then there's the "Jitterbug."
Most people have no idea this song exists because it was cut from the final film to save time. It was an elaborate dance number where the forest trees "bug" the protagonists. It was a high-energy, swing-style track. You can still find the grainy rehearsal footage and the audio today. It shows a completely different, jazzier side of The Wizard of Oz that almost made it to the big screen.
Why Arlen’s Work Endures
Honestly, it's the melancholy.
Most children's movies are saccharine. They’re bright and loud and annoying. Arlen didn't do that. Even his happiest songs have a sliver of longing in them. That’s why adults cry when they hear "Over the Rainbow." It’s not just a song about a pretty place; it’s a song about the universal human desire to be somewhere else.
Arlen once said that a melody is "a sigh that takes off into the air."
He suffered from bouts of depression and was notoriously hard on himself. Maybe that's why his music feels so "real." He wasn't just writing for a paycheck; he was pouring his own sense of searching into Dorothy’s journey.
The Technical Mastery
Let’s get nerdy for a second. Arlen was a master of "chromaticism." That means he used notes outside of the standard scale to create tension.
In "Over the Rainbow," the first two notes are a perfect octave. It’s a huge leap. Most popular songs of that era stayed within a very small range so people could hum them easily. Arlen took a risk. That leap symbolizes the distance between the dusty farm in Kansas and the dream world Dorothy imagines. It’s musical storytelling at its most sophisticated.
Collaborative Magic with Yip Harburg
You can't talk about the composer of The Wizard of Oz without mentioning Yip Harburg. While Arlen provided the "soul" and the melody, Harburg provided the "brain" and the lyrics.
Harburg was a socialist who lost everything in the 1929 market crash. He believed that musical theater should have a message. Together, they made sure The Wizard of Oz wasn't just a fantasy, but a story about looking for things—heart, brains, courage—that you already possess.
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- Arlen would hum a "vamp" or a basic idea.
- Harburg would fit dummy lyrics to the rhythm.
- They would argue—viciously sometimes—over a single note.
- The result was a score where every word and every beat feel inseparable.
The Forgotten Master
It’s a bit of a tragedy that Arlen isn't a household name like Gershwin or Irving Berlin. He wrote over 500 songs. He won an Oscar for "Over the Rainbow," obviously. But he was a quiet man who didn't seek the limelight.
He stayed in the background, letting the music do the talking.
Even George Gershwin called Arlen the "best of us." That’s high praise from the guy who wrote Rhapsody in Blue. Arlen had a way of making the complex sound simple and the simple sound profound.
What You Can Learn from the Oz Score
If you’re a creator, a musician, or just a fan of film, there are real lessons here.
First, the best work often comes from conflict. The fact that the studio hated "Over the Rainbow" proves that "market research" is usually wrong about art. If Arlen had listened to the executives, the film would have lost its most enduring moment.
Second, don't be afraid of the "blue note." You don't have to be happy all the time. The reason the composer of The Wizard of Oz succeeded is that he embraced the sadness of the story. Dorothy is a runaway. She’s scared. The music reflects that fear just as much as it reflects the wonder of the Yellow Brick Road.
How to Experience Arlen Today
If you want to really understand Arlen’s genius beyond the movie, you have to dig a little deeper.
- Listen to the "Deleted" Jitterbug: It’s available on most streaming platforms as part of the deluxe soundtrack. It changes how you view the film's pacing.
- Check out "The Harold Arlen Songbook" by Ella Fitzgerald: She was one of the few singers who could truly capture the jazz-inflected nuances of his melodies.
- Watch the "reintegrated" versions of the film: Some modern releases have attempted to put the cut footage back in (where possible) or at least provide the context of where Arlen’s music was supposed to go.
Arlen’s legacy isn't just in a 1939 film. It’s in the fact that every time a kid sings about a bluebird, or every time a jazz pianist improvises on a theme, they are touching a piece of the architecture Harold Arlen built.
Final Thoughts on the Oz Legacy
Basically, Harold Arlen was the glue. Without his specific, moody, jazz-influenced perspective, The Wizard of Oz might have just been another dated 1930s flick. Instead, it’s a permanent part of the human experience.
He proved that you can write "popular" music without "dumbing it down."
Next time you watch the movie, ignore the flying monkeys for a second. Listen to the way the strings swell when the house lands. Listen to the rhythmic complexity of the "Lions and Tigers and Bears" chant. That’s the work of a man who knew exactly how to pull on our heartstrings without us even realizing it.
Practical Steps for Fans and Researchers:
- Visit the Great American Songbook Foundation: They hold extensive archives on Arlen and Harburg's collaboration.
- Analyze the Sheet Music: If you play an instrument, look at the actual chords for "Over the Rainbow." They are far more complex than your average pop song, utilizing diminished chords and unexpected transitions that give it that "shimmer."
- Compare the Covers: Listen to how different artists—from Israel Kamakawiwoʻole to Ariana Grande—interpret Arlen’s work. The "bones" of his songs are so strong they can survive any genre.
Harold Arlen died in 1986, but honestly, as long as people have dreams that they can't quite reach, his music is going to be the soundtrack for that feeling. He didn't just compose for a movie; he composed for the soul.