The official lyrics are as follows:
Somewhere, over the rainbow, way up high
There's a land that I heard of once in a lullaby
Somewhere, over the rainbow, skies are blue
And the dreams that you dare to dream really do come true
Someday I'll wish upon a star, and wake up where the clouds are far behind me
Where troubles melt like lemon drops, away above the chimney-tops
That's where you'll find me
Somewhere, over the rainbow, bluebirds fly
Birds fly over the rainbow, why then, oh why, can't I?
If happy little bluebirds fly beyond the rainbow, why, oh why, can't I?
Harburg himself later said that he did not like Arlen's tune when he first heard it; Arlen had played it in a grandiose piano arrangement. Harburg changed his mind, however, when Ira Gershwin reacted positively to a more restrained rendition of the melody.
As with the Kansas sequence as a whole, King Vidor directed the scene of the film in which Judy Garland sings the song. Vidor later admitted that "I get a tremendous kick out of knowing I directed that scene." Vidor filmed the scene with a fluid camera motion, instead of the static camera position often used for songs in musicals of the day.
The song was the biggest popular hit of 1939. Ironically, it was almost cut from the film during the process of test screenings and final editing in the summer of 1939. According to one report, studio head Louis B. Mayer thought the song was too sad. In another account, half a dozen MGM executives were in favor of cutting the song, questioning why Judy Garland was singing in a farmyard. Eddie Mannix, manager of the MGM studio, claimed that the song slowed the pace of the movie. Producer Mervyn LeRoy and assistant producer Arthur Freed argued passionately for the song's inclusion; Mervyn reportedly threatened to quit the film if the song was cut. Their protests were effective, and Mayer decreed that the song remain in the film.
As with some other songs of its era, Over the Rainbow has an opening verse that is rarely heard today. Its lyrics are these:
- When the world is a hopeless jumble
- And the raindrops tumble all around
- Heaven opens up a magic lane
- When all the clouds darken up the skyway,
- There's a rainbow highway to be found,
- Leading from your windowpane
- To a place behind the sun
- Just a step beyond the rain —
- Somewhere, over the rainbow....
The song originally had a different bridge:
- Someday I'll wake and rub my eyes
- And in that land beyond the skies
- You'll find me
- I'll be a laughin' daffodil
- And leave the silly cares that fill
- My mind behind me.
Harburg later revised those lines into the familiar version, "Someday I'll wish upon a star," etc.