Although it's one of the first things we hear in MGM's 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 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 dust bowl 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 yet. Where she wants to go, 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 paw at her beseechingly, is unimprovable. Time hasn't recorded how many takes it 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 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 giving Garland a cutesy blonde wig and baby-doll make-up.
His replacement, George Cukor, got rid of these, but didn't actually shoot any scenes 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 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 completed these scenes, but chose not to take credit until Fleming died in 1949.
The song was the last one that Harburg and composer Harold Arlen wrote for the film, with pressure mounting to deliver. Arlen remembers the inspiration for the melody striking when his wife drove him past Schwab's drugstore on Sunset Boulevard, he asked her to pull over so he could scribble the opening notes.
But it was so nearly all for nothing. After a preview screening, 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 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.
Reception
Despite a wave of positive notices when it came out, The Wizard of Oz was only modestly successful at the box office. It initially reported a loss of US$1.1 million.
A week after the film's US release, World War II 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 an award for juvenile achievement. Over the Rainbow has been in and out of the singles charts ever since, murdered on talent shows, and subject to cover versions in their zillions.
It's still the one and only.
