"I Cover the Waterfront", composed by Johnny Green with lyrics by Edward Heyman, was inspired by the 1932 novel of the same name by Max Miller. The song was included in the score of the 1933 film I Cover the Waterfront, and was first recorded by Abe Lyman and His Orchestra. Louis Armstrong, Joe Haymes, Eddy Duchin and composer Green all made recordings of the song in 1933, and Haymes's and Duchin's versions made the pop charts. Billie Holiday recorded the song many times during her career. Art Tatum recorded it as a solo piano piece in 1949 and returned to it several times. "It's Only a Paper Moon" is a song from the short-lived Broadway show The Great Magoo, composed by Harold Arlen with lyrics by Yip Harburg and Billy Rose. Originally titled "If You Believed in Me", the current title was introduced in the 1933 film Take a Chance. The song first charted in 1933 with Paul Whiteman's and Cliff Edwards's recordings. Nat King Cole recorded a trio performance of it in 1943, and both Ella Fitzgerald and Benny Goodman charted with the song in 1945. "Moonglow" is a song composed by Will Hudson and Irving Mills, with lyrics written by Eddie DeLange. "Sophisticated Lady" is a jazz composition by Duke Ellington. Lyrics were later added by Irving Mills and Mitchell Parish. Ellington's recording rose to number three on the charts. Glen Gray and Don Redman also charted with the song in 1933. Lawrence Brown and Toby Hardwick have claimed to have composed parts of the music; according to Stuart Nicholson's Ellington biography, the original composer credits included Ellington, Brown, Hardwick and Mills, but only Ellington was credited when the song was published. "Yesterdays" was composed by Jerome Kern for the Broadway musical Roberta, with lyrics by Otto Harbach. It was introduced by Irene Dunne. Not as popular in the pop world as "Smoke Gets in Your Eyes" from the same musical, it has enjoyed much more success in jazz circles. The song is often associated with Billie Holiday, who recorded it in 1944. 1934 "Autumn in New York" was written for the Broadway musical Thumbs Up! by Vernon Duke, who contributed both music and lyrics for the song. Introduced on stage by J. Harold Murray and first recorded by Richard Himber and His Ritz-Carlton Hotel Orchestra, it was not until 1947 that the song became a hit