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"Over the Rainbow," with music by Harold Arlen and lyrics by E.Y. "Yip" Harburg, is the Academy-Award-winning song from the 1939 MGM film, The Wizard of Oz. Dorothy Gale, played by Judy Garland, sings it when longing for "some place where there isn't any trouble".


Somewhere, over the rainbow, way up high
There's a land that I heard of once in a lullaby

Somewhere, over the rainbow, skies are blue
And the dreams that you dare to dream really do come true

Someday I'll wish upon a star, and wake up where the clouds are far behind me
Where troubles melt like lemon drops, away above the chimney-tops
That's where you'll find me

Somewhere, over the rainbow, bluebirds fly
Birds fly over the rainbow, why then, oh why, can't I?

If happy little bluebirds fly beyond the rainbow, why, oh why, can't I?


Harburg himself later said that he did not like Arlen's tune when he first heard it; Arlen had played it in a grandiose piano arrangement. Harburg changed his mind, however, when Ira Gershwin reacted positively to a more restrained rendition of the melody. The lyrics were submitted on June 28th, 1938 and an assistant choreographer hired for the film named Dona Massin was asked to sing a demo version as she pushed for it to be included in the film. It was approved by Joseph Breen on July 1st who as a film censor noted that it met the requirements of the production code.

As with the Kansas sequence as a whole, King Vidor directed the scene of the film in which Judy Garland sings the song. Vidor later admitted that "I get a tremendous kick out of knowing I directed that scene." Vidor filmed the scene with a fluid camera motion, instead of the static camera position often used for songs in musicals of the day.[1]

The song was the biggest popular hit of 1939. Ironically, it was almost cut from the film during the process of test screenings and final editing in the summer of 1939. According to one report, studio head Louis B. Mayer thought the song was too sad. In another account, half a dozen MGM executives were in favor of cutting the song, questioning why Judy Garland was singing in a farmyard. Eddie Mannix, manager of the MGM studio, claimed that the song slowed the pace of the movie. Producer Mervyn LeRoy and assistant producer Arthur Freed argued passionately for the song's inclusion; Mervyn reportedly threatened to quit the film if the song was cut. Their protests were effective, and Mayer decreed that the song remain in the film.[2]


The song was performed by Judy Garland throughout the rest of her career often while dressed up as a tramp. Her association with the song inspired the musical End of the Rainbow in 2005 which featured it as a song and was adapted into the Judy biography film in 2019. In the ending of the film, Renée Zellweger as Garland tries to sing it but appears choked up which leads the audience to sing the words.

The song was featured on many different albums related to the film and other Oz projects with a instrumental remix being used for the The Wizard of Oz (1993 video game). In 2011's Tom and Jerry & The Wizard of Oz, it is sung by Nikki Yanofsky.

In 2016, "Over the Rainbow" entered the Library of Congress' National Recording Registry.

More can be read on the Wikipedia page about covers and other uses.

Deleted Lyrics

As with some other songs of its era, Over the Rainbow has an opening verse that is rarely heard today. It is used in the stage musical adaptions. Its lyrics are these:

When the world is a hopeless jumble
And the raindrops tumble all around
Heaven opens up a magic lane
When all the clouds darken up the skyway,
There's a rainbow highway to be found,
Leading from your windowpane
To a place behind the sun
Just a step beyond the rain —
Somewhere, over the rainbow....

This verse is, however, still often heard in musical productions. Also, the song originally had a different bridge:

Someday I'll wake and rub my eyes
And in that land beyond the skies
You'll find me
I'll be a laughin' daffodil
And leave the silly cares that fill
My mind behind me.

Harburg later revised those lines into the familiar version, "Someday I'll wish upon a star," etc.

Music Video



  1. John Fricke, Jay Scarfone, and William Stillman, The Wizard of Oz: The Official 50th Anniversary Pictorial History, Warner Books, 1989; p. 107.
  2. Fricke et al., p. 118.