Songfacts®:

• Written by Don Raye (lyrics) and Gene de Paul (music), this melancholy jazz number was originally intended for actress Carol Bruce to sing in the 1941 Abbott and Costello film Keep 'Em Flying but didn't make the final cut. Instead, Bruce introduced it the following year in the comedy Behind The Eight Ball. It became a jazz standard in the '50s when Dinah Washington released a popular version on her 1955 album For Those In Love, and Miles Davis recorded an instrumental rendition in 1954 for his 1957 album, Walkin'.
• Washington sings of not truly understanding love until she felt the pain of losing it. The song is a somber note on For Those In Love that balances out the more optimistic love tunes like "I Get A Kick Out Of You," "This Can't Be Love," and "I Could Write A Book."
• This also saw notable covers from Chet Baker, Billie Holiday, Louis Armstrong, Elvis Costello, Benny Goodman, Nina Simone, Sonny Rollins, and John Coltrane. Coltrane's version, from his 1962 Ballads album, was a big influence on Paula Cole, who recorded the song for her 2021 album, American Quilt.
• Don Raye and Gene de Paul also worked together on "Pig Foot Pete," which went up against "White Christmas" for the Academy Award for Best Original Song (and lost). Raye also wrote several songs for The Andrews Sisters, such as "Boogie Woogie Bugle Boy," and the rock-and-roll standard "Down The Road A Piece," which was covered by Chuck Berry, Bruce Springsteen, and The Rolling Stones, among others. De Paul composed the '50s hit "Teach Me Tonight."
• Different versions showed up in several movies: John Coltrane's version was used in the 2017 French film Jealous; Dinah Washington's version was used in the 2016 movie Fences, starring Denzel Washington; tenor saxophonist Alan Barnes performed it in the 1999 movie The Talented Mr. Ripley, starring Matt Damon and Jude Law; and Anne Archer sang it in the 1990 movie Love At Large.
• Hawaii Five-O actress Ethel Azama sang this on the June 8, 1963 episode of Bandstand.