This song was written originally for an unsuccessful Broadway play called The Great Magoo, set in Coney Island. It was subsequently used in the movie Take a Chance in 1933. Paul Whiteman recorded a successful hit version sung by Peggy Healey released in 1933 featuring Bunny Berigan on trumpet. But its lasting fame stems from recordings by popular artists during the last years of World War II, when versions by Ella Fitzgerald and the Nat King Cole Trio became popular. It has endured as a vehicle for improvisation by many jazz musicians. It was later used in the 1973 film Paper Moon, which takes its title from the song, and the 1974 television series Paper Moon, based on the film, which used the Arlen tune as its title song.