Ain't Misbehavin

by "Fats" Waller

Published: 07 Sep 2022 Updated: 19 Sep 2022Visits: 247Code: UL1104

INSTRUMENTS: Jazz Main: Ukulele Others: Ukulele
Subjects: Jazz • Swing

All 4 sample page(s) are viewable on-line.

If you are a registered site member, have verified your email address, and have the correct permissions you can view ALL the pages of this PDF or Samples pages at a larger size using the Online PDF Viewer .

View the Main Song Downloads section below to download the song files for the complete and most up-to-date versions.

Ain't Misbehavin

"Ain't Misbehavin'" is a 1929 stride jazz/early swing song. Andy Razaf wrote the lyrics to a score by Thomas "Fats" Waller and Harry Brooks for the Broadway musical comedy play Connie's Hot Chocolates.

The song was first performed at the premiere of Connie's Hot Chocolates in Harlem at Connie's Inn as an opening song by Paul Bass and Margaret Simms, and repeated later in the musical by Russell Wooding's Hallelujah Singers. Connie's Hst Chocolates was transferred to the Hudson Theatre on Broadway during June 1929, where it was renamed to Hot Chocolates and where Louis Armstrong became the orchestra director. The script also required Armstrong to play "Ain't Misbehavin'" in a trumpet solo, and although this was initially slated only to be a reprise of the opening song, Armstrong's performance was so well received that the trumpeter was asked to climb out of the orchestra pit and play the piece on stage. As noted by Thomas Brothers in his book Louis Armstrong: Master of Modernism, Armstrong was first taught Ain't Misbehavin' by Waller himself, woodshedding it until he could play all around it; he cherished it because it was 'one of those songs you could cut loose and swing with.'

Ain't Misbehavin` is in the The Daily Ukulele 365 Songs for Better Living book.

Strum a different song every day with easy arrangements of 365 of your favorite songs in one big songbook! The Daily Ukulele features ukulele arrangements with melody, lyrics and uke chord grids and are in ukulele-friendly keys that are particularly suited for groups of one to one hundred to play and sing.

Ain't Misbehavin…

Resources & Links

Ain't Misbehavin' – iReadPro Playalong — Click on the link and the leadsheet will load into the iRealPro app (if you have it installed). The Main Downloads mp3 file is the iReal Pro leadsheet without an intro or ending, straight up AABA form.

Musescore Leadsheet – Melody, Lyrics, and Sample Bass Line — This is good to download and play to practice as the melody will play as it someone was singing it.

Performance & Arrangement Notes

This arrangement utilizes a richer harmonic palette of 4-part Jazz chords . These chords offer one a broader range of possible chord voicings and moving lines within the chords. This is in the style of the era, with a little touch of modern harmony.

Typically this type of arrangement a single chordal instrument such as a piano or guitar is playing in an accompaniment role, i.e. comping style with the rhythm patterns improvised in the style of the song. Any additional chordal instruments would have to find their part, as they would have no idea of the rhythmic figures and chord voicings that the main accompanist is selecting. Listen to the iRealPro recording and try to guess what the piano is doing rhythmically and chord wise — you would have to perfectly match that. Basically one would need to find the harmonic and rhythmic space that is not being taken already.

These are the choices that I had to make for this arrangement to be played ensemble, by multiple ukuleles. Rhythmically we have to keep a steady four to the bar to sound together and pleasant. See the video demonstrations below for an example using the simpler basic open position chords version that was created to mesh with the richer 4-part, a.k.a. Jazz chords version.

When performing us a light, staccato down stroke on the one and three and a light accent on the two and four. A light muted up-stroke can follow on the upbeats, the and of two and/or four.

An even simpler approach is to strike the chords, lightly and let it ring for the duration of the chords rhythmic value — either half notes or whole notes. This will give you time to switch.

All three of these comping styles will work harmonically and rhythmically. Creating the illusion of a well-rehearsed band.

Remember the role of an accompanist is to support and showcase the vocalist — it's not about them.

Chord Decisions Made for the Arrangement

  • The C#dim7 is really a disguised Secondary Dominant chord, an A7♭9/C♯, a V of II . Basically, A7 to Dm in the Key of C Major . More commonly notated as C#dim7, a diminished seventh chord. This chord used for the Easy version, as you have a better chance of players giving you the C♯ bass note you want for the C C♯ to D chromatic bass line. Advanced players should have no problem with the A7♭9/C♯ notation and voicing and should give you the C♯.
  • The Cdim7 is truly a diminished chord.
  • Slash Chords — These are the chords like A7♭9/C♯, C7/B♭, Fmaj9/A. The letter after the slash (/) is the bass note you want as the lowest in the chord voicing, typically a bass player will handle this. Any chordal instruments that have the notes available, i.e., piano and guitar, they should play chord voicings with that note as the lowest note in the voicing. On a ukulele with a high string four, you can pretty much ignore that and simply play any available voicing that you know. Bonus points to players with a low string four that play voicings with the notated bass-line/voicings when available on their instrument.
  • Altered chords — for the altered chords functioning in a dominant harmonic role. I've used 7♭9 substitutions and not ♯9, ♭5, or ♯ 5 alterations as they would tend to clash harmonically with someone playing basic chords that will have a perfect fifth in them. There will still be a little dissonance with the ♭9, but that is what we want in those chords, as they heighten the feeling of resolution to the next chord. To get a ♭9 simply raise the root of the chord one fret or one half-step.
  • The Am , Am♯5 , Am6 chords are the correct names of these chords. You might say, The F is the same as Am♯5 and the D7 is the same as Am6 . Again, it's creating a chart where you increase you chances of getting the desired results form chordal instruments as well as any bass player. Often simpler chord names, albeit harmonically and theoretically wrong will get you the results you are looking for.

One might ask why bother playing all those fancy chords. Simply listen or play both versions, and you make the call. They are worth the effort.

Video Demonstration

Open Position Chords Version

Beginner Intermediate Level

Jazz Chords Version

Intermediate, Advanced

A bit more challenging and in the style of the times.

Great YouTube Videos

Main Song Download(s)

The main downloads for this Song.


Ain't Misbehavin` iRealPro Audio, C Major

Updated: 14 Sep 2022

iRealPro audio example in C Major. iRealPro is a great resources for polishing you performance chops and exploring a song.


Ain't Misbehavin` Ukulele Leadsheet, C Major

Updated: 07 Sep 2022

Key of C Major Leadsheet for Ukulele in C tuning. 4-part "Jazz" chords with easier substutites.

Related Lessons

Related Lessons for Ain't Misbehavin.


Ain't Misbehavin'

Updated: 07 Mar 2023

Harmonic Analysis (RMA) Worksheet for the 1929 Fats Waller classic: Ain't Misbehavin.


The Daily Ukulele a.k.a., The "Yellow" Book Song Index

Updated: 12 Apr 2023

Index of the songs in The Daily Ukulele book. 365 Songs for a Better Living.

Related Lesson Series

Related Lessons Series for Ain't Misbehavin.

Core “Jazz” Ukulele Chords - The Big Six

Updated: 01 Jan 2003

Core Chords for Ukulele, The Big Six - From four F7 chord voicings or shapes, your can build your massive 4-part, a.k.a., “jazz” chord vocabulary. Beyond basic open position chords, basic movable form chords and a core set of 4-part chords. There are just too many chords shapes too memorize.

Related Books & Charts

Related Books for Ain't Misbehavin.


A Guide to Advanced Chord Series - Chord Building Chart

Updated: 26 Jul 2022

Luckily, chord names have the information you need, with a minimum of "Chord Theory" to build any chord you come across.


A Guide to Advanced Ukulele Chords - Volume I

Updated: 13 Feb 2020

Beyond learning basic Ukulele chords, most players struggle with advanced chords. Commonly called "jazz" chords, these more sophisticated voicings find a wide use in all forms of music. A Guide to Advanced Chords for Ukulele - presents a highly organized and efficient approach to the mysterious subject of advanced chords. Chord dictionaries are not the answer.


Exploring Jazz Chords on Ukulele

Updated: 20 Apr 2022

Exploring jazz chords using a variety of common chord progressions based on songs from the standard jazz repertoire. Core Chords are the basic set of chords needed to play a wide range of music, in a variety of styles. This set of chords includes basic open position chords, basic movable form chords and the core 4-part "jazz" chords.


Harmonic Analysis for Scale Selection and Chord Substitution

Updated: 08 Jun 2024

Harmonic Analysis is the understanding of the functional sequence of chords. It is the process used to analyze the harmonic structure of a progression, song or composition. This analysis is then used to make scale selections for improvisation and chord substitution.


The Daily Ukulele

Updated: 16 Feb 2024

Strum a different song every day with easy arrangements of 365 of your favorite songs in one big songbook! The Daily Ukulele features ukulele arrangements with melody, lyrics and uke chord grids and are in ukulele-friendly keys that are particularly suited for groups of one to one hundred to play and sing.

A Selection of Books & Reference Charts that are recommended for creating a solid foundation with your chosen instrument and music in general.


Learning the Ukulele Fingerboard – C Tuning

Finally, learn the names of the notes of the fingerboard.

Six Secrets of Ukulele Fingering

Learn the six fingering principles to navigating the ukulele fingerboard. Fingering is one of the most universal topics.

Harmonic Analysis for Scale Selection and Chord Substitution

Harmonic Analysis is the understanding of the functional sequence of chords. It is the process used to analyze the harmonic structure of a progression, song or composition.

Ukulele – Reading Music Series – Primer

Learn to read single note melodies in the first/open position is a lot easier than you might think.

Daily Practice Material for the Contemporary Ukulele

An organized collection of daily practice and reference material for the contemporary ukulele player for developing the vocabulary and knowledge necessary for single note playing.

Checkout the Books for ALL available books.

Reference Charts

Ukulele Fingerboard Chart for C Tuning, Low or High G - G C E A

Ukulele Fingerboard Chart for C Tuning, Low or High G – G C E A

Ukulele Fingerboard Chart for G Tuning, Low or High A – D G B E

Ukulele Fingerboard Chart for G Tuning, Low or High A – D G B E

Key Signatures — Circle of Fourths and Fifths – ANSI A & A4 sizes

A handy reference chart of all 15 major and relative minor key signatures. US Letter 8.5 x 11 sized (ANSI-A) , A4

Checkout the Books for additional Handy, Dandy Reference Charts.

Related Song Files, Resources and Assets

Related Assets for Ain't Misbehavin.


Ain't Misbehavin' Reference Leadsheet with Sample Bass Line, C Major

Updated: 13 Sep 2022

Ain't Misbehaving melody, lyrics and sample bass line with re-harmonization using 4-part "Jazz" chords.


Ain't Misbehavin' Reference Leadsheet with Lyrics, C Major

Updated: 20 Sep 2022

Ain't Misbehaving melody, lyrics, and re-harmonization using 4-part "Jazz" chords.

Site Access Plans for

Forever Access - With Forever Premium Access, you get ALL the benefits of a Premium Access Subscription such as Unlimited 24/7 access to ALL lessons, downloads, songs, play-along jam tracks, videos, email access to Curt, resources, related assets, and ALL books by Curt as FREE downloads. Pretty much everything on the site, and NEVER worry about a subscription or surprise payment again. And jump the queue for responding to any questions.

If you're anything like me (Curt) and getting Subscription overloaded with everything and everybody on-line wanting money from you once a month — I'm with you. For like-minded individuals, this forever plan is a pay once, and you're done.

The price for Unlimited Forever access is right around the cost of a few months of private lessons. I can guarantee there is more than enough material on-line to keep you busy for a long, long time. And, you get all of my books for FREE. That alone is more than the cost of this plan.

Premium Access - This premium gives you Unlimited 24/7 access to ALL lessons, downloads, songs, play-along jam tracks, videos, email access to Curt, resources and related assets. As well as ALL books by Curt Sheller as FREE downloads.

Basic Access - A limited selection of basic lessons — ( currently over 140 ) and 100+ songs for ukulele as well as basic general music reference material — Completely FREE — Simply Register/Signup. HOWEVER - I've been doing ukulele and since 2003 and probably have given too much away already - as reflected in my income from the site in relationship to the time spent on the site. So help support this site and its continued development by signing up for one of the below Premium Access Plans or buy a few of my books. - Thanks, Curt

NOTE: Each higher access level includes ALL the benefits of the lower levels. Private Lessons include all the benefits of a Premium Access Plans as long as you remain a student on the schedule.

Just browsing over both books, they look fantastic! I'm a guitarist and uke player for over 25 years and was thinking about writing a ukulele book but you've already written what I think are the best, most comprehensive and thorough books I've ever seen for the instrument. I just might end up buying every book you've written and I'll be giving my highest recommendation for your books to my friends and students. Thank you so much for taking the time to write such great books!Peter Rhee

Aloha, Curt, All I can say is WOW! What you have accomplished is simply incredible! All the bestGlen Hirabayashi, The Aloha Boys

Folks, if you haven't stopped by Curt's site, do so right now! ..And get his books, they are fantastic. This guy knows his stuff and is able to pass it along too.Alan Johnson Proprietor, The 4th Peg

I can highly recommend Curt's Uke books — I have four of them and they are excellent.fatveg — Portland

Want to leave a nice comment for & Learning Ukulele with Curt? We'd love to hear how we're doing and how you are too. We'll share your comments and quotes throughout the site, helping to spread the word.

Thanks for visiting and checking out the site!


Original Curtie Animation from 1987 for my first web site on a Macintosh II, 37 years ago. Man, does time fly.

“Built for myself (Curt), and sharing with the `Ukulele community!” has one of the largest collections of lessons, songs, and TABS, Luthiers, ukulele builders, ukulele festival and club information, and, ukulele links on the web. Curt has been on the ®Internet since the early 1990's and This site just never stops growing!!!

Content is added and updated daily — so check back often. I really do need to get out more ;-)

Love • Show your support!
Support development via a monthly membership or a one-time forever membership!