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. It has a thirty-two-bar form at a slow-to-moderate tempo. Waller said the song was written while "lodging" in prison, and that is why he was not "misbehaving". "Ain't Misbehavin'" is a 1929 stride jazz/early swing song.
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