Music by Harold Arlen, lyrics by E.Y. Harburg and Billy Rose, 1933

Harold Arlen was a busy man in 1932. When he wasn't performing at the Palace as a featured songwriter or accompanying Ethel Merman, he was writing songs for The Cotton Club, hits like "Stormy Weather" and "I've Got the World on a String." Hollywood was calling, too, wanting some of that Cotton Club magic in their movies.

Meanwhile, over at the Selwyn Theatre on 42nd St, Billy Rose was producing a new play by Ben Hecht and Gene Fowler, The Great Magoo, a show about the ambitions and love among the workers at Coney Island; it was not a musical. But Rose asked Arlen for a song anyway. Arlen found the time to come up with a tune. Yip Harburg recalls the task:

"(Rose) called and said, 'We need a song here for guy who's a Coney Island barker. A very cynical guy who falls in love and finds that the world is not all Coney Island-- not papier mache and lights and that sort of gaudy stuff. But it's got to be a love song.' Well, I tried to think of a cynical love story, something that this kind of a guy would sing. But I could never really be cynical. I could see life in all its totality, its reality." (Interview with Max Wilk, 1973)
Harburg and Rose finally hammered out some lyrics together to the number they called "If You Believed in Me."

Say it's only a paper moon
Sailing over a cardboard sea
But, it wouldn't be make-believe if you believed in me

Unfortunately, the show was a flop. Audiences instead were flocking to see Ethel Merman in Take a Chance at the Apollo, literally right next door to the Selwyn. This Nacio Herb Brown musical was such a hit that Hollywood rushed its version into production, taking several actors from the cast with it (but not Merman. She'd be replaced with Lilian Roth). One of the cast members who went to Hollywood was June Knight. And she was given a new song to sing with Charles "Buddy" Rogers that she hadn't done on Broadway-- a song from the show next door, newly retitled "It's Only a Paper Moon."

While the movie is mostly forgotten now, the song had staying power. Many people attribute the song's popularity to Nat King Cole. The King Cole Trio put out a recording on Capitol records in 1944, which charted at #23. Ella Fitzgerald's cover went to #9 on Billboard's Pop charts the following year backed up by the Delta Rhythm Boys on Decca, and both recordings can be heard today on nostalgia formatted radio stations. But Cole, and Fitzgerald, (and pretty much all the big bands at the time) were merely reviving an old favorite from the movie: Paul Whiteman had charted with the song in 1933 (#9), and even one of the cast members of Take a Chance, Cliff Edwards, AKA "Ukulele Ike" had success with his recording (#13 in 1933).

Yes it's only a canvas sky
Hanging over a muslin tree
But it wouldn't be make-believe if you believe in me

Without your love
It's a honkey-tonk parade
Without your love
It's a melody played in a penny arcade

It's a Barnum and Bailey world
Just as phoney as it can be
But, it wouldn't be make-believe if you believed in me
Harburg's and Rose's lyrics have made the song a pop standard. Among those who have recorded the song are Frank Sinatra, Perry Como, Harry Nilsson, Rosemary Clooney, Bing Crosby, Bobby Darin, Dion and the Belmonts, Marvin Gaye, Dick Haymes, Maureen McGovern, Mitch Miller, Jim Reeves, Mel Torme, James Taylor, and even Rufus Wainwright.

Notably, this song, like much of the Arlen songbook, has also become a jazz standard --a favorite of instrumentalists, and so you can also find recordings from Django Reinhardt, Chet Baker, Count Basie, Art Blakely, Dave Brubeck, Miles Davis, Dizzy Gillespie, Stephane Grapelli, Coleman Hawkins, Lionel Hampton, Stan Kenton, Gene Krupa, Marian McPartland, Oscar Peterson, Art Tatum, and Lester Young.

George Townsend. "It's Only a Paper Moon." The Perry Como Discography Website. 10 May 2004. <> (25 May 2004)
"Take a Chance (1933)." Internet Movie Database. <> (25 May 2004)
"Take a Chance." Internet Broadway Database. <> (25 May 2004)
Samuel Arlen and Sharon Zak Marotta . "Harold Arlen - Biography - The Cotton Club Years." The Official Harold Arlen Website. <> (25 May 2004)
Max Wilk. They're Playing Our Song. Atheneum: New York, 1973.

Star Trek Deep Space Nine
First aired in:
Season: 7
Stardate: -


*** Warning: contains spoilers ***

Nog returns to Deep Space Nine on medical leave after losing his leg in the Siege of AR-558. Ezri talks to him to try to convince him to stop using his cane since his prosthetic leg is working fine and the tricorder shows that he shouldn't be feeling any pain. Nog protests and insists that he feels pain in his leg and continues using the cane.

Everyone is concerned about Nog since he is sleeping eighteen hours a day and spending most of his time in his quarters. He starts listening to "I'll Be Seeing You" by Vic Fontaine (a character from one of Doctor Bashir's holosuite programs) constantly, since Doctor Bashir played it for him at AR-558 after he got shot and he took a liking to the song. The song annoys Jake since his bedroom is right next to Nog's and he can't sleep due to the constant noise. Jake suggests that Nog should go rent a holosuite if he wants to listen to the song.

Nog goes to the holosuite and meets Vic Fontaine, who plays every variation of "I'll Be Seeing You" that he knows for Nog. Nog applauds and thanks Vic, who is sympathetic to his situation and believes that Nog's leg actually hurts. Just as he is about to leave, Nog asks Vic where he lives within the program. Vic tells him that he lives in a suite at the hotel, and Nog asks if he can stay with him since according to regulations, he's allowed to spend his rehabilitation time wherever he chooses to, and Vic agrees.

Nog starts living with Vic within the holosuite program, and begins watching ancient earth movies and television on Vic's black and white television, such as "The Searchers", "The Untouchables", and "Shane". Meanwhile on Deep Space Nine, everyone is concerned about Nog's recovery. To quote Rom, Nog's father,
"He's a one-legged crazy man!"
They all decide that it might be good for Nog to spend some time away from reality for a while, and agree that it's at least better than Nog spending his rehab in one of Doctor Bashir's ridiculous secret agent programs.

Vic gives Nog a new cane, one with more 'style' than his standard issue one, it was a replica of the one Errol Flinn used, with a button in the back which produced a flame. Nog says it reminds him of the Grand Negas' staff. Vic warns him that it's a little fragile, so he shouldn't put his whole weight on it, in an attempt to help get him off the cane.

During one of Vic's gigs, Jake's new girlfriend stares at Nog's legs which makes him uncomfortable. Nog confronts her about it and gets hostile. When Jake tells him to calm down, he overturns a table and starts punching Jake. Vic breaks up the fight and tells Nog to take a hike. Back in the suite, Vic tells Nog to calm down and stop hitting the customers since it's bad for business. Nog apologizes and promises that it won't happen again.

Nog looks through Vic's financial records and finds that the government owes him money (albeit holographic money) and decides that they should build a new casino within the holographic environment. Vic decides that Nog has spent enough time on the holosuite and should get back to DS9. He tells Nog that it's time for him to leave, Nog says that he just needs some more time. Vic tells him that he's had enough time, and ends the program.

Nog is unable to restart the program and starts messing around with the holosuite circuitry in an attempt to get the program running again. Chief O'Brien enters and tells Nog that Vic is able to turn himself off and on at will, and if he doesn't want to appear, he won't, and ripping the holosuite apart won't help. After O'Brien leaves, Vic appears and tells Nog that he can't hide away on the holosuite forever and he has to get back to his life. Nog explains to Vic why he can't face his life again,

"When the war started, I wasn't happy or anything, but I was eager. I wanted to test myself. I wanted to see if I had what it takes to be a soldier. And I saw a lot of combat. I saw a lot of people get hurt. I saw a lot of people die, but I never thought anything was going to happen to me. Then suddenly Doctor Bashir is telling me he has to cut my leg off.

I couldn't believe it. I still can't believe it. If I can get shot, if I can lose a leg, anything could happen to me, Vic. I could die tomorrow. I don't know if I can face that. If I stay here, at least I know what the future's going to be like."

Vic tells him that he has to get back to his life, if he stays on the holodeck he'll become just as hollow as Vic. Nog leaves the holosuite, leaving his cane behind with Vic. He talks to Rom and Leeta and tells them that he'll be fine, he also gets put back in duty for a few hours a day.

The episode ends with Nog thanking Vic for everything he's done, and telling him that he's convinced his uncle Quark to let Vic's program run 26 hours a day. The final scene is of Vic singing "I've Got the World on a String" to the people in the bar.

Guest Cast:
Aron Eisenberg as Nog
James Darren as Vic Fontaine

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