The song "Thanks for the Memory", written for the February 1938 film The Big Broadcast of 1938 by Leo Robin and Ralph Rainger and performed by Bob Hope and Shirley Ross had proved very popular. Carmichael and Loesser were asked to write a new song for a follow-up film titled Thanks for the Memory. They came up with "Two Sleepy People" which was again sung by Hope and Ross. The song tells of a young couple in love, who despite being sleepy, sit up together until dawn because they do not want to say good night and part.
The song was an immediate hit with the version by Fats Waller being the most popular. Other hit versions in 1938 were by Sammy Kaye & His Orchestra (vocal by Charlie Wilson), Kay Kyser & His Orchestra (vocals by Ginny Simms and Harry Babbitt), Bob Crosby & His Orchestra (vocals by Bob Crosby and Marian Mann), Hoagy Carmichael & Ella Logan, and by Lawrence Welk & His Orchestra (vocal by Walter Bloom). The version by Bob Hope and Shirley Ross was also popular in 1939. 
Other notable recordingsEdit
The song has been performed and recorded by a number of artists including Fats Waller, Al Bowlly, Bing Crosby & Marilyn Maxwell, Page Cavanaugh, Sammy Davis Jr. & Carmen McRae, Art Garfunkel, Vince Jones, Julie London, Dean Martin & Line Renaud, Jean Sablon, Silje Nergaard, Jack Pleis, Carly Simon & John Travolta, Peter Skellern, Hank Jones, Helen Forrest (with Artie Shaw) and a duet with Alice Babs and Ulrik Neumann and Carsie Blanton, and another duet by Seth MacFarlane and Norah Jones.
The song was performed by Dorothy Lamour on the October 30, 1938 broadcast of the Chase and Sanborn Hour radio program.
It was recorded by Philip and Vanessa in 1974 and was included in their album Two Sleepy People. This version reached the Breakers section of the UK Top 50 and was featured on Top Of The Pops. It was playlisted by Capital Radio and reached number 17 in their chart.
- Furia, Philip (2006). America's Songs: The Stories Behind the Songs of Broadway, Hollywood, and Tin Pan Alley. Abingdon, UK: Taylor & Francis. p. 155. ISBN 0415990521.
- Whitburn, Joel (1986). Joel Whitburn's Pop Memories 1890-1954. Menomonee Falls, Wisconsin: Record Research Inc. p. 500. ISBN 0-89820-083-0.
- "Capital Countdown".