Most people know me as a film and television composer, but I started out as a songwriter. In fact, a jingle I wrote (with Ken Shuldman), the Kit Kat Gimme A Break song, is probably my best-known work. I’ve also written music and lyrics to three musicals and have occasionally written words to others’ music. (Like The Sambola!, the song that launched the “international dance craze” in the film Damsels in Distress, music by Mark Suozzo.)

So, I have a keen interest in lyrics. Of course I’m a fan of the American Songbook lyrical greats like Johnny Mercer, Cole Porter, and Yip Harburg. And, in the 60s alone, so many outstanding talents emerged like Leonard Cohen, Bob Dylan, Joni Mitchell, Marvin Gaye, Paul McCartney, and John Lennon. These days there are impressive efforts from Ben Gibbard, Sufjan Stevens, and a slew of rap and hip hop artists.

Practice Makes Imperfect

One of the strongest ways of making a song memorable is to have great rhymes. Who can forget how many rhymes Leonard Cohen found for Hallelujah? (At least until Rufus Wainwright sang “do you” “through you” and “overthrew you” instead of “do ya” “through ya” and “overthrew ya”.) Which brings me to the question of so called “perfect” rhymes – those that end with the same vowels and consonants – vs. “imperfect” rhymes, words that end similarly but not quite the same.

There are many opinions about this. Broadway great, Stephen Sondheim, is so insistent on perfect rhymes that it is said he refuses to rhyme “dawn” and “gone” because the vowels don’t quite match in his native New Yawk-ese. Some genres like rap and country take pride in the obliqueness and imperfection of their rhymes. I once showed an EDM musical I wrote – a retelling of the Orpheus myth set in a rave called Orpheus Electronica – to someone high up at ASCAP who suggested I use all perfect rhymes. I pointed out that I did – for the high-born educated characters – and used intentionally imperfect ones for the proletariats and rappers. I don’t think it ever occurred to him that there could be class distinctions for rhyming.

There is a country song called Big Green Tractor (by Jim Collins and David Lee Murphy), the chorus of which goes:

I can take you for a ride on my big green tractor
We can go slow or make it go faster
Down through the woods out to the pasture
Long as I’m with you it don’t matter
Climb up in my lap and drive if you want to
Girl, you know you got me to hold on to
We can go to town but baby if you’d rather
I’ll take you for a ride on my big green tractor

Other than the cleverness behind turning a farm vehicle into a sexual double entendre, I admire the fact that there is not a single perfect rhyme: tractor, faster, pasture, matter, rather – not one is up to Sondheimian standards, nor is “want to” and “on to”.

The Great One

Which brings me to one of the greatest rhymes of all time from what is, imo, the greatest F You song ever written: Cry Me A River by Arthur Hamilton.

Now, I must admit I’m prejudiced. Arthur is a friend and an occasional collaborator. (We co-wrote “I’m Here” featured in the science fiction film The Summerland Project, out later this year.) But the cleverness of the lyric leading from the bridge into the third verse is legendary:

You told me love was too plebeian
Told me you were through with me and
Now you say you love me…

I guarantee you will not find “plebeian” and “me and” in any rhyming dictionary. (BTW, Arthur never uses one as he thinks it limits his creativity.)

Not everyone was as enthusiastic about this imagery as I am. The song was originally written for Ella Fitzgerald in a movie called Pete Kelly’s Blues produced by Jack Webb, later of Dragnet fame. Jack told Arthur that he just couldn’t see Ella singing the word “plebeian” and asked him to change it. Arthur struggled and came up with some okay but not awesome alternatives. He told Jack he thought the lyric should remain the same. Jack asked him to play the best alt – and Arthur refused. Jack asked why. Arthur replied, “Because you’ll think it’s good enough.” (A moral there about the “good enough” being the enemy of the great, but that’s for another day…)

Drag NOT

Jack, who was probably as unhappy with Arthur’s lack of obsequiousness as the lyric, yanked the song from the movie. The song was eventually recorded by Julie London, Jack’s wife, and a high school pal of Arthur’s. (I think he might have had a crush on her.) Julie and Jack’s marriage was dissolving at the time and this was the perfect commentary. “Cry me a river” was not a cliche of sarcastic sympathy until Arthur used it in this song, but it has since become such a part of the subconscious of our culture that Justin Timberlake used it without any fear that he might be accused of cribbing. That, more so than the cool rhyme, is why I consider it the greatest F You song of all time.

Some time later, Arthur saw Ella Fitzgerald perform the song at a club. After the set, he talked with her and told her the song was written for her – which she didn’t know – and why it was pulled from the movie. “But ‘plebeian’ is my favorite word in the song!” she protested.

So here’s a clip of Julie London singing, “Cry Me A River.” And, Mr. Sondheim – please note that “plebeian” and “me and” is not a perfect rhyme.


After I first posted this article, Arthur Hamilton wrote the note below to me. Apparently, Mr. Sondheim would not be offended after all if people sang it the way he intended…

Wow! What a wonderful, incisive and amusing article, Michael. And what a compliment. Thank you!

Just to let you know, the line preceding the word “plebeian” is “me, an’”. I purposely omitted the ‘d’ in ‘and’. Still, a lot of singers sing the line with the ‘and’ intact. The joy is that people are still singing and talking about it 60 years later.

I certainly did have a crush on Julie London. We went out during our last year in High School. I took her to the Senior Prom.

—Arthur Hamilton

Posted by Michael A. Levine

Composer and Songwriter for TV, Film, Games & Concert Music. Credits include Cold Case, Star Wars Detours and the Hunger Games: Catching Fire OST with Lorde’s cover version of “Everybody Wants to Rule The World”.

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