The Man That Got Away

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"The Man that Got Away" is a torch song, published in 1953 and written for the 1954 version of the film A Star Is Born. The music was written by Harold Arlen, and the lyrics by Ira Gershwin. In 1955, it was nominated for the Academy Award for Best Original Song.[1] In 2004, Judy Garland's performance of the song was selected by the American Film Institute as the eleventh greatest song in American cinema history.


"The Man That Got Away" was one of several songs composed by Harold Arlen and Ira Gershwin for the 1954 film A Star is Born, a vehicle for Judy Garland, whom Arlen had already provided with the career-defining songs "Over the Rainbow" and "That Old Black Magic". Arlen and Gershwin would collaborate on songs for A Star is Born afternoons at Gershwin's Beverly Hills mansion, Arlen being seated at a Steinway while Gershwin would work on the lyrics seated at a card table. "The Man That Got Away" was written in response to screenwriter Moss Hart's request for a "dive song". Ira Gershwin's wife Leonore overheard the melody Arlen was working on and opined that it sounded as if it could have been written by Gershwin's deceased collaborator and brother George Gershwin. Not wanting to be an ersatz George Gershwin, Arlen swiftly began playing a melody he had written several years previously for a song which had evidently either never been completed or left unpublished, as its lyricist Johnny Mercer had penned forgettable lyrics for it. (To wit: "I've seen Sequoia, it's really very pretty, the art of Goya, and Rockefeller City, but since I saw you, I can't believe my eyes."[2] The Gershwin Collection at the Harry Ransom Humanities Research Center at the University of Texas at Austin contains a typescript draft of the lyrics with Ira Gershwin's handwritten changes.) Ira Gershwin was arrested by the melody, and came up with the title "The Man That Got Away" (Ira Gershwin quote:) "as a paraphrase of the [fisherman's boast] 'You should have seen the one that got away'". The composition of the song proved arduous, with hours passing before Gershwin had the opening stanza.[3]

Ira Gershwin had not wanted any of the songs he and Arlen wrote for the film to be "leaked" prior to the score being finished and made Arlen promise to respect this, a request Gershwin reiterated when Arlen mentioned he would be visiting Palm Springs, where Judy Garland - along with her husband Sid Luft, producer of A Star is Born - would be at that time. While accompanying Garland and Sid Luft as they played their way around a Palm Springs golf course, Arlen began whistling the melody of "The Man That Got Away": Garland soon guessed the tune's provenance and insisted that the three of them retire to the clubhouse, where there was a piano for Arlen to play the song properly for Garland and Luft who (in Arlen's words) "went wild with joy."[3]

Judy Garland performance and recordingEdit

"The Man that Got Away"
Single by Judy Garland
from the album A Star Is Born: The Original Motion Picture Soundtrack
B-side"Here's What I'm Here For"
ReleasedJune 1954
RecordedSeptember 3, 1953
StudioWarner Bros. Studios, Burbank
GenreTraditional pop
Songwriter(s)Harold Arlen, Ira Gershwin

Judy Garland recorded "The Man That Got Away" with the Warner Bros. orchestra under the direction of Ray Heindorf using an arrangement by Skip Martin. Garland's performance of the song in A Star is Born is unusual for being filmed in one continuous shot. In the finished take, Garland (as Esther Blodgett) performs the song in a nightclub during a musicians-only session after closing time. The chairs are up on the tables for floor cleaning, the air is filled with cigarette smoke, and Garland's character, without an audience other than her musician friends, is encouraged by the pianist to rise from her seat on the piano bench and "take it from the top."

"The Man That Got Away" is arguably the most important single musical sequence in the entire film. As one of the first segments filmed for the movie, it was photographed in three costumes on three occasions, in over forty partial or complete takes. Judy Garland recorded the song on September 3, 1953, and the number was first filmed on Wednesday, October 21, 1953.

Due to technical limitations of the medium at the time, the cameraman could not give director George Cukor what he wanted: "low light levels, the impressionistic feeling of the musical instruments, Garland moving in and out of pools of light," so he was fired. Cukor realized later that the film stock itself was the problem, not the cinematographer, and re-employed him in a number of other films later on.

Changes were then made to the costume and set and the number was filmed a second time the following Thursday, October 29. Art director Gene Allen said, "The first time it looked as if we had painted a set to look like a bar. So to give it a slightly impressionistic look I...put a scrim between the musicians and the back bar. If you look very carefully at that scene you can see the scrim nailed down on the floor..."

According to sound man Earl Bellamy: "When Judy sang to playback, you could never hear anything...She wanted me to start off at a full blast and then she topped that...her huge voice carrying out over the rafters. You could hear Judy clear as a bell, and she sang right with it..."

Garland did 27 takes of the number over three days, both partial and complete, but according to Allen, "Cukor had her doing all sorts of different bits of business before the song. All of that action didn't really fit the song though — it was just too busy. Plus, she didn't look good — her costume was wrinkled, and didn't fit right...." If that weren't enough, the color was too brown for her complexion as well.

Four months later it was filmed for a third time in February 1954, with new hairstyle and costume and a totally brand new set. Cukor felt this time they had finally got it right: "I think we've generated a lot of sex...She looks perfectly charming in a new Jean-Louis dress, and I know that this too is an enormous improvement over the way we first did it — it has fun and spirit."

Main principal photography for the film began in earnest around the first week of February, 1954. Ten days later, the number was filmed in Technicolor and CinemaScope. As a result of the fabulous color renditions and faithful representations of the sweeping views, Jack L. Warner and Producer Sid Luft agreed to scrap nearly two weeks of footage to date and began the film again. The original takes are added as a special feature on the currently available DVD.

Garland later sang this song as a regular part of her concert repertoire for the rest of her career as well as on the Sammy Davis Jr. Show in 1966.

2019 dance versionEdit

In November 2019, Universal Records issued a new Dance/Club version of the song, which was remixed by Eric Kupper and as such, both Garland and Kupper received billing on the single. The track also gave Garland her first posthumous appearance on Billboard's Dance Club Songs Chart with the highest debut (at number 41) in its November 9, 2019 issue.[4]

Chart positionsEdit

Chart (2019) Peak
U.S. Billboard Dance Club Songs[5] 10



  1. ^ It lost to the title song from Three Coins in a Fountain (1954). Source: 65 Years of the Oscar: The Official History of the Academy Awards by Robert Osborne, Abbeville Press: 1992, ISBN 1-55859-715-8, p. 135.
  2. ^ Furia, Philip. Skylark: The Life and Times of Johnny Mercer.
  3. ^ a b Rimler, Walter (2015). The Man That Got Away: the life & songs of Harold Arlen. Champaign IL: University of Illinois Press. pp. 123–124. ISBN 978-0252039461.
  4. ^ "Dance Club Songs (November 9, 2019)" from Billboard (November 5, 2019)
  5. ^ "Judy Garland Earns First Top 10 on a Billboard Chart Since 1945 With 'The Man That Got Away'". Retrieved 1 May 2021.
  6. ^ "Special Merit Albums: Jazz". Billboard. February 17, 1962. Retrieved 2013-02-07.
  7. ^ Video on YouTube
  8. ^ Video on YouTube
  9. ^ Video on YouTube
  10. ^ Video on YouTube