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The List of Top List Songs

Christopher Loudon compiles his list of favorite songs that use lists in the lyrics

Bob Dorough
Poster from Anything Goes
Ethel Merman

I’ll confess I’m a sucker for a good list song. Cole Porter remains the uncontested king of rhyming inventories. He was tops at cataloging just about any subject, and likely produced more list songs than any other songwriter of his era. But if Cole is king, there are many worthy wordplay princes-a list that extends from the Gershwins to Dave Frishberg-near equally adept at poetic cataloging.

How better, I figured, to celebrate list songs than to compose a list? Though there are plenty of fine contemporary list songs (Paul Simon’s “50 Ways to Leave Your Lover” and Sondheim’s “I’m Still Here” leap immediately to mind, as does Johnny Cash’s infectious “I’ve Been Everywhere”), I’ve opted to stick with more classic examples. Originally, I’d intended to present my personal top 10, but narrowing the choices became so difficult that I upped the ante to twelve.

Among the contenders that fell just shy of the top 12: Johnny Mercer’s “Friendship,” Bobby Troup’s “Route 66” and Matt Dennis’ “Let’s Get Away from It All” (both more travelogues, I figured, than list songs), “Santa Baby” (too seasonal), Rodgers and Hammerstein’s “My Favorite Things” (too sugary) and Porter’s “Come to the Supermarket” (a tad too obscure, plus I didn’t want to risk Porter overload).

So, in reverse order, here (in my humble opinion) are the deserving dozen:

12. “Zip” (1940)

Written for the Broadway production Pal Joey by Richard Rodgers (music) and Lorenz Hart (lyrics)

Introduced by: Jean Castro (in the original, short-lived, Broadway production starring Gene Kelly). When the first “original cast” recording was issued in 1950, Jo Hurt performed “Zip.”

The list: In the original stage version, “Zip” was sung by minor character Melba, an ambitious reporter recalling snippets from a memorable interview with stripper Gypsy Rose Lee. In the 1957 film version of Pal Joey, the plot was considerably changed (as was the location, from Chicago to San Francisco). This time around, “Zip” is performed by society dame Vera Simpson (Rita Hayworth), after it is revealed that, before she married into money, Vera was a burlesque headliner. Some of the original lyrics remain intact, but the song is contemporized with references to, among others, Marilyn Monroe and the New York Giants.

Best Lines: I don’t like a deep contralto / or a man whose voice is alto / Zip! I’m a heterosexual

Best performance: It’s a toss up between Elaine Stritch’s version in the hit 1952 Broadway revival or the rollicking rendition that Stritch included in her one-woman show a few years ago (available on the CD Elaine Stritch at Liberty, released on the DRG label in 2002).

11. “Hungry Man” (1949)

Words and music by Bobby Troup

Introduced by: Louis Jordan & His Tympany Five

The List: A gastronomic tour of the United States – with fuel stops including Albuquerque for turkey, East St. Louis for chop suey and Laguna for tuna – conducted by a guy with a seemingly limitless appetite.

Best performance: Mark Winkler delivers a dynamite version on Mark Winkler Sings Bobby Troup, but the prize must go to Troup himself for his breezy reading from the 1950s (included on the Fresh Sounds CD Kicks on 66, released in 1995).

Best Lines: Duncan Hines, he ain’t got nothing on me / I’ve been known to drive alone / to Butte, Montana to get a banana split

10. “To Keep My Love Alive” (1943)

Written for the 1943 Broadway revival of A Connecticut Yankee by Richard Rodgers (music) and Lorenz Hart (lyrics)

Introduced by: Vivienne Segal

The List: In the court of King Arthur, circa 528, the king’s evil sister Morgan Le Fay explains how she’s maintained a divorce-free record, rhyming off the various ways she has bumped off her steady succession of husbands (for infractions ranging from drunkenness to snoring).

Best performance: Anita O’Day’s 1960 version, featured on Anita O’Day and Billy May Swing Rodgers & Hart, is deliciously blasé, but even O’Day is outpaced by perennial troublemaker Pearl Bailey, who included the number in her wicked 1959 collection Pearl Bailey Sings for Adults Only.

Best Lines: Sir Philip played the harp / I cussed the thing. / I crowned him with his harp / to bust the thing. / And now he plays where harps are just the thing

Trivia: “To Keep My Love Alive” was the last lyric completed by Lorenz Hart before he died of pneumonia in 1943.

9. “Always True to You In My Fashion” (1948)

Written by Cole Porter for the 1948 Broadway production Kiss Me Kate

Introduced by: Lisa Kirk

The List: Actress Lois Lane (no relation to the Lane of Superman fame) claims she is forever true to her boyfriend, fellow thespian Bill Calhoun. As the lyric details, Lois’ occasional (well, actually, frequent) lapses have nothing to do with romance. They are always economically driven.

Best performance: Julie London probably did the best job of getting to the lyric’s gold-digging heart when she included the song in her 1965 Cole Porter collection All Through the Night, but equally enticing is Peggy Lee’s silkier rendition with George Shearing on 1959’s Beauty and the Beat!

Best Lines: Mr. Harris, plutocrat / wants to give me face a pat. / If the Harris pat means a Paris hat, bébé!!

8. “Napoleon” (1957)

Written by Harold Arlen (music) and Yip Harburg (lyric) for the Broadway production Jamaica

Introduced by: Lena Horne

The List: Fame is a fleeting thing. So explains Pigeon’s Islander Savannah (Horne) with a list of historical figures whose celebrated names have been appropriated by household products, including Napoleon (now just a pastry), Bismark (a tinned herring) and Hoover (a vacuum). Says Savannah, “That’s the way with fate, comes today we’re great, comes tomorrow we’re tomato soup… all these bigwig controversials are just commercials now.”

Best performance: Perhaps because the cultural references dated rather quickly (is there still such a thing as a Kaiser stocking or a Cleopatra cigar?), there have only been two notable recordings: Horne’s sultry original and Blossom Dearie’s decidedly more laid back reading from three years later (included on her 1960 Verve album Soubrette Sings Broadway Hit Songs). Both are delightful.

Best Lines: Columbus is a circle / and a day off. / Pershing is a square / what a payoff

7. “Better Than Anything” (date uncertain)

Music by David “Buck” Wheat, words by William Loughborough

Introduced by: Irene Kral

The List: “Better Than Anything” is peculiar in that there are two variations on the lyric that have proven equally popular over the years. In one version, the list is a grab bag of great, fun things (circus elephants, skiing in Aspen) and culinary delights (chocolate éclairs, chilled champagne). In the alternate version, portions of the first list are repeated, but are augmented with jazz references (four sets of Dizzy, Bill Evans’ ballads) and nods to pop culture icons of the day (Lucy & Desi, Huntley & Brinkley). The point, in both versions, is that love trumps anything you can name. Irene Kral’s 1963 version seems to be the earliest on record, so presumably the song was composed around that time.

Best performance: Kral’s lilting treatment, which uses the jazz/pop culture lyric, is terrific; but Bob Dorough’s version (using the alternate lyric) from three years later, is equally appealing. Al Jarreau has done it a couple of times, adding some superb scat lines. The most familiar version is likely the duet recorded by Natalie Cole and Diana Krall for Cole’s Ask a Woman Who Knows album in 2002. Surprisingly, Cole and Krall opt for the ‘non-jazz’ lyric, but add a giggly extro involving shopping at Saks, Barneys and Jimmy Choo.

Best Lines: Better than hearing Lady Day / or checking in at Monterey

6. “How About You” (1941)

Written by Burton Lane (music) and Ralph Freed (music) for the MGM musical Babes on Broadway

Introduced by: Judy Garland and Mickey Rooney

The List: Dewy young lovers try to discover how much they have in common by comparing lists of the things they love. Naturally, their lists mesh beautifully.

Best performance: “How About You” has been recorded dozens of times, but none can top the duet done by Bing Crosby and Rosemary Clooney for their 1958 Fancy Meeting You Here album with Billy May. Rosie and Bing’s deep affection for one another shines through as they pepper the lyric with witty asides and pop culture references, namedropping Frank Sinatra, Marlon Brando, Bob Hope, Kim Novak and adding a sly exchange about Crosby’s affection for the Pittsburgh Pirates (of which he was part owner).

Best lines: I like Jack Benny’s jokes / to a degree. / I like the common folks / that includes me

Trivia: “How About You” is one of two songs on this list that reference another songwriter. In this case, Lane and Freed include the line “I like a Gershwin tune.”

Though “How About You” earned an Oscar nomination, it was bested by Irving Berlin’s “White Christmas.”

5. “Let’s Do It” (1928)

Written by Cole Porter for the stage musical Paris, his first Broadway hit

Introduced by: Irene Bordoni

The List: Ostensibly, the singer is simply observing that every species – insect, bird, mammal or human – falls in love. The obvious joke, of course, is that it’s actually a list of how everything and everyone delightedly indulges in sex.

Best performance: No list song has likely been altered so often or so extensively. There exist dozens of variations, many of which include nary a line from the original lyric. The greatest, and spiciest, reinterpretation is the one presented by Porter’s friend Noel Coward during his 1955 Las Vegas appearance. (Fortunately, the show was captured for posterity. The album, Noel Coward At Las Vegas, with its celebrated cover image of Coward sipping tea in the middle of the Nevada desert, is available on CD or iTunes). Among Coward’s best lyrical adjustments: “Nice men who sell antiques do it,” “Louella Parsons can’t quite do it / Marlene might do it, but she looks far too young,” “In Texas, some of the men do it / others drill holes and then do it” and the line that brings the Vegas house down, “Liberace we assume does it.” Interestingly, another live version from around the same time, performed by Jayne Mansfield, references Louella Parsons’ archrival, Hedda Hopper.

Best Lines: Moths in your rugs do it / what’s the use of moth balls

4. “My Baby Just Cares for Me” (1957)

Written by Walter Donaldson (music) and Gus Kahn (lyric) for 1930 film adaptation of their 1928 Broadway success Whoopee!

Introduced by: Eddie Cantor with Ethel Shutta

The List: Originally written from a male point of view (with, over the years, the lyric often inverted to fit a female perspective), it tells of a woman so totally in love that neither furs, nor jewelry, nor Broadway shows, nor dashing movie stars can supplant her indivisible affection.

Best performance: When, in 1987, Chanel appropriated Nina Simone’s 1958 recording (lifted from her Little Girl Blue album) for a U.K. perfume ad, Simone’s treatment instantly became accepted as the gold standard. But dozens of others, from Nat King Cole to Cyndi Lauper, have covered the tune, more often than not with alterations based on gender and era. Sinatra’s ring-a-ding-ding version, included on his 1966 Strangers In the Night album, is definitely the most, um, playful, particularly when he adds the lines, “My baby’s not much for sports / like running ’round without shorts,” and Tab Hunter is surely the only performer to include himself among the list of celebrities his baby favors him to (which sort of defeats the argument). When Frances Faye did it in 1956 for her Relaxin’ with Frances Faye album, she may have inadvertently given an alternate meaning to “relaxin'” by not altering the gender, singing of a “she” who prefers Frances to Ronald Coleman, John Gilbert or Maurice Chevalier. George Michael, too, didn’t bother with the gender change, intentionally telling of his “baby’s” preference for George over Ricky Martin. But my favorite rendition is among the more obscure. It comes from a 1955 June Hutton album, Afterglow, featuring Hutton’s husband Axel Stordahl and his orchestra. The modernized lyric makes mention of the cha-cha and the mambo, plus football and tennis, and includes a terrific nod to then-popular Hollywood bombshells: “My baby’s no Monroe fan / Jane Russell’s an also-ran. / My baby thinks Sheree North is borin’ / and he never heard of Mamie Van Doren.”

Best Lines: My baby don’t care for Mr. Tibbett* / She’d rather have me around to kibitz

(* the reference is to then-popular opera singer and actor Lawrence Tibbett, who made his film debut the same year that the screen version of Whoopee! was released)

3. “I’m Hip” (1965)

Words by Dave Frishberg, music by Bob Dorough

Introduced by: Blossom Dearie

The List: If any songwriter can challenge Cole Porter for the list song crown it is certainly Dave Frishberg. Over the years, Frishberg has added such treasures to the list song canon as “Blizzard of Lies,” “Peel Me a Grape,” “I Want to Be a Sideman” and the singularly marvelous “Van Lingle Mungo,” comprised entirely of pro baseball players’ names. But none can quite compare to Frishberg’s tongue-in-cheek tally of hipster affectations.

Best performance: It takes a performer who is genuinely cool, and at least a wee bit quirky, to sing of their own hipness, which might explain why relatively few have attempted it. Blossom Dearie, of course, qualifies on both counts. She covered “I’m Hip” (and many other Frishberg tunes) several times over the years and invariably included it in her live performances. The earliest Dearie recording is from 1966, captured live in London on the album Blossom Time at Ronnie Scott’s.

John Pizzarelli (no slouch himself when it comes to penning excellent list songs) is an equally huge Frishberg fan. An incredibly youthful Pizzarelli recorded “I’m Hip” in 1982 (adding the coda, “please don’t tell my father”). You can find it on the Stash compilation I Like Jersey Best: The Best of John Pizzarelli.

Best Lines: Now I’m deep into Zen meditation and macrobiotics / And as soon as I can, I intend to get into narcotics


Every Saturday night with my suit buttoned tight and my suedes on /

I’m getting my kicks digging arty French flicks with my shades on

2. “They Can’t Take That Away from Me” (1937)

Music by George Gershwin, words by Ira Gershwin

Introduced by: Fred Astaire, in the film musical Shall We Dance

The List: Rivaled only by “Thanks for the Memory” for status as the finest ever breakup list song, the poignancy of “They Can’t Take That Away from Me” is heighten by the fact that it numbers among the final collaborations by the Gershwin brothers. George died on July 11, 1937, less than two months after Shall We Dance opened.

Best performance: Choosing the best rendition of “They Can’t Take That Away from Me” is like trying to select the best diamond at Tiffany. Apart from the incomparable Astaire original, Sarah Vaughan’s 1954 trio recording (with Roy Haynes on drums, Joe Benjamin on bass and John Malachi at the piano), from her Swingin’ Easy sessions, is likely as close to definitive as one could hope to get. But, then there’s the 1962 Sinatra version, arranged by Neil Hefti for the Sinatra and Swingin’ Brass album, which packs a tremendous wallop. And, I’ll concede a certain affection for the rollicking treatment by the unlikely duo of Robbie Williams and Rupert Everett for Williams’ Swing When You’re Winning disc in 2001 (which, as it happens, was inspired by Sinatra).

Best Lines: The way you hold your knife / the way we danced ’til three / the way you changed my life / no, no, they can’t take that away from me

Trivia: In Shall We Dance, Astaire sings the song to a silent Ginger Rogers, and there is no accompanying dance sequence. Astaire and Rogers would, however, dance to “They Can’t Take That Away from Me” in their tenth and final screen pairing, The Barkleys of Broadway.

The song earned George Gershwin his one and only Oscar nomination. Remarkably, it lost to “Sweet Leilani” from Waikiki Wedding.

1. “You’re the Top” (1934)

Words and music by Cole Porter, written for the Broadway musical Anything Goes

Introduced by: Ethel Merman and William Gaxton

The List: Originally written as a duet (though rarely performed as such since), “You’re the Top” finds two lovers trying to outdo one another with superlative similes, drawing comparisons to everything from broccoli to the Mona Lisa.

Best performance: As with “Let’s Do It,” the list of cultural references used by Porter in 1934 has been continually updated over the years. The hands-down strangest rendition comes from Edd “Kookie” Byrnes, star of the early 1960s TV hit 77 Sunset Strip. With the assistance of Connie Stevens, Byrnes scored a top 10 hit in 1959 with the hipster talk-sing anthem “Kookie, Kookie (Lend Me Your Comb),” which only served as encouragement for additional recordings from the tone-deaf actor. His rockin’ “You’re the Top” is built around teen slang of the day and includes lines like, “You’re the top, you’re a nervous number / you’re the top, you’re a cool cucumber.” For jazz fans, the unqualified finest is Anita O’Day’s version from her debut Verve album This Is Anita (1956). O’Day sings the first half straight, varying only slightly from the original lyric. Then, for the bottom half, she cuts loose, altering “You’re the Top” to “You’re the Bop” and weaving in references to Sarah Vaughan, Charlie Parker, Billy Eckstine, Lester Young, Art Tatum, Benny Goodman, Lena Horne and Downbeat‘s annual jazz poll. It’s a killer.

Best Lines: You’re an Old Dutch Master / You’re Mrs. Astor / You’re Pepsodent!

(Note: since several of the reference points used by Porter in 1934 are now obscure, Slate columnist Timothy Noah undertook, in 2005, the challenging task of researching every one of them. You can find his analysis online and in the follow-up piece, published a week later.)

Trivia: As noted earlier, in “How About You” lyricist Ralph Freed makes a nod to fellow songwriters George and Ira Gershwin. In the original lyric to “You’re the Top,” Porter actually references three other composers. First comes the line, “You’re a melody from a symphony by Strauss.” Porter subsequently adds, “You’re a Berlin ballad.” The little-known third reference comes from a verse that is very rarely performed. It includes the lines, “Now, gifted humans like Vincent Youmans / might think that your song is bad.”


Lists are always slightly dangerous creations. Inevitably, there’s an outcry regarding the validity of the rankings and even more ado concerning worthy contenders that have been eliminated. So, if you want to contest my choices, or make your case for additions or deletions, or simply provide a list of your own, you can reach me at [email protected] Also, I’m always interested in any creative ideas for future installments of Hearing Voices.

Originally Published