“AIN’T MISBEHAVIN’: THE FATS WALLER MUSICAL” AT THEATRE MEMPHIS THROUGH JUNE 29

The great American Songbook era recedes further into history with each passing decade, buried under lifetimes’ worth of new recordings. To repurpose a famous quip, one never knows (do one?) how much longer the name Fats Waller will feed many playlists beyond those of jazz aficionados.
But one hundred years ago (the Twenties at peak Roar), a chubby Cheshire Cat of a stride pianist from Harlem published his first hit song. The frisky number, “Squeeze Me,” dropped as Waller celebrated his 21st birthday with Prohibition bevs sourced from the same mobsters who bankrolled his early career. Over the next five years, he and his woefully under-acknowledged collaborator — lyricist Andy Razaf — would pen more than a handful of hits that have kept swinging long after Big Bands went Bebop.
Jazz, of course, has evolved. And aside from the occasional lounge act cover of “Honeysuckle Rose,” the Fats Waller Appreciation Society owes much to musical theater – specifically the comprehensive 1978 Broadway revue, “Ain’t Misbehavin’.”
The show pops up on local stages every decade or so, popular for both lively and practical reasons. Five singers and a band make it perfectly scalable for big and small houses. Just about all the reviews I’ve read of Memphis productions going back to the 1980s rhapsodize on the quality of the voices, which is to be expected given our city’s talent.
I’ll start few arguments, however, in proclaiming that director Jared Thomas Johnson and the technical wizards at Theatre Memphis have hit some next-level marks in the current revival now closing out a strong season of musicals on the venue’ s mainstage.
The size of the ensemble naturally calls for a casual, cabaret-style performance — the opposite of what we’ve seen with TM’s recent “Beauty and the Beast” and “Grease.” The show’s vintage energy is fueled by the bathtub gin burn of a Harlem Renaissance rent party and chased with the champagne fizz of a 1930s nightclub – all served on an art deco platter by a white-gloved waiter. This production is all that.
My favorite enhancement – conceived by Johnson to bring the show out into the audience – is the addition of four extra performers seated at cocktail tables at the front of the house. These pairs of flirtatious patrons, ostensibly out on a date night, don’t just boost the communal vibe. Their gradual participation – vocally and physically—allows the revue to hit new peaks all the way to the finale. Five voices can do the job; nine top it off with richness and drama.
Though Theatre Memphis’ last production of “Ain’t Misbehavin’,” 22 years ago, was directed by Broadway veteran Mitzi Hamilton, the “authenticity” of this revival underscores the importance of having Black artists at the helm. White folks certainly helped popularize these songs, but Waller’s now-timeless music remains imbued with cultural DNA best passed along by its rightful heirs. There’s no “plot” in “Ain’t Misbehavin’,” but there IS a story. Many stories, actually.
The show’s most powerful moment, for example, follows a series of clowning music hall numbers. Many of Waller’s tunes – like “Your Feet’s Too Big,” “The Reefer Song,” and “Fat and Greasy” are lighthearted, mischievous and lovingly vernacular. But they belie a complicated social reality. The revue juxtaposes them against Waller’s “Black and Blue,” a scorching antecedent to later Civil Rights bombshells like “Strange Fruit” and “Mississippi Goddam.” Some productions offer a stoic, austere delivery as a counterpoint to the previous levity. Johnson goes for a counterpunch. The singers emote deeply, each in individual ways. As Johnson related to me after the show, this is not the time for subtle messaging.
For all its joy and humor, “Ain’t Misbehavin’” reminds us that Waller – despite his success and popularity – was still a Black man composing music in a segregated country that did not treat Black and white artists as equals. It is not the audience who honors Waller and Razaf though continued interest in their catalog. Rather, their music graces us with a chance to gain new perspectives. The honesty of this production, in all of its emotional expressiveness, is felt song for song.
That said, “Ain’t Misbehavin’” is also a fun night of old jazz. Music director Tammy Holt swings hard on the piano along with her bandmates. In the original Broadway production, performers like Nell Carter, Charlene Woodard and Andre DeShields were imagined as vocal “archetypes” of the Jazz Age, though they would become iconic in their own rights. In this production, past and present mix in the dynamic voices of Kortney Ballenger, Justin Allen Tate, Ashundra Bernard, Cleavon Meabon IV, and Chasity Alliston.
Piano keys arch over an art deco-inspired set by Jack Netzel-Yates. Nicole Northington’s lights transition the show from its speakeasy first act vibe to the Hollywood glitz of the second act, loosely tracing Waller’s own career path. By the time of his death in 1943 at age 39, he was both a celebrity performer and hot commodity as a composer. We can only speculate how a post-war Fats Waller would have continued to influence American music.
A lesser known fact is that six months before he died, Waller became the first Black composer of a mainstream Broadway musical (for a white ensemble) called Early to Bed. That show ran for a year and toured nationally before it was essentially “lost” to time. It’s a tantalizing thought that this O.G. jazz innovator might have had a late career contending with Rogers and Hammerstein. Today, “Ain’t Misbehavin'” contends for Ostrander Awards.
As a jazz lover, my one quibble with “Ain’t Misbehavin’” would be that the production needs to hear more solos from the bandstand. After all, Fats Waller had a great band, and so does this show. ✒ C.B.
“Ain’t Misbehavin'” continues through June 29 at Theatre Memphis on the Lohrey Stage. Call 901-682-8323.








