Dick Powell introduced this song in the 1934 motion picture Dames, scored by Oscar-winning songwriters, composer Harry Warren and lyricist Al Dubin. The song played throughout the soundtrack and was featured in two scenes. Tenor Powell first sings it to Ruby Keeler on the Staten Island ferry. He expresses his bedazzlement by saying that he doesn’t know “if it’s cloudy or bright” or “if we’re in a garden or on a crowded avenue” because “I only have eyes for you.”

The second time the song appears, Powell is riding the subway and sees Keeler’s face everywhere he looks. The dream sequence that follows features the extraordinary choreography of co-director Busby Berkeley whose dancers all wear Ruby Keeler masks. In his book Hollywood Musicals Clive Hirschhorn describes the dance: “Highspot of the number is the jigsaw made by the girls as each, equipped with a board on her back, bends over so the boards interlock to form a giant-size picture of Ruby.”

As with many of Warren and Dubin’s songs, “I Only Have Eyes for You” was created as a production number and had little to do with the characters or the plot. Warner Brothers paired the songwriting duo with Berkeley in other films because the exciting pulse of their music matched the dazzling visual energy of Berkeley’s dance numbers.

According to Philip Furia in his book The Poets of Tin Pan Alley: A History of America’s Great Lyricists, “What lifts such a lyric above the usual run of film songs is Dubin’s ability to match Warren’s insistent melody with casually conversational phrases:

Are the stars out tonight?
I don’t know if it’s cloudy or bright,
‘cause I only have eyes for you

”Beneath such casually understated passion is an emotional progression intensified by insistent rhymes such as the I/eye in the title phrase and ‘For you’ with ‘or on a crowded avenue.’ He drives the lyric more forcefully still by following ‘avenue’ with ‘You are here, so am I,’ just as Warren’s music pushes the end of the release into the final A section.”

The song charted three times in 1934, coming in at #2, #4, and finally #20:

• Ben Selvin and His Orchestra (1934, Howard Phillips, vocal)
• Eddy Duchin and His Orchestra (1934, Lew Sherwood, vocal)
• Jane Froman (1934)

The song was a hit for the popular doo wop group the Flamingos in 1959, and their version was included in the 1973 film American Graffiti and in an episode of Buffy the Vampire Slayer named after the song. The Lettermen had a hit with it in 1966, and Art Garfunkel’s 1975 recording of it was a number one hit in England. The song was also featured in the 1980-81 Broadway revival of the Tony award-winning musical 42nd Street and was named the most recorded song in the 20th century top ten by ASCAP.

Ella Fitzgerald, Frank Sinatra, Billie Holiday, Hank Mobley, Grant Green, the Four Freshmen, and Carmen McRae have all recorded the song. Among contemporary interpreters of the tune are pianists Jessica Williams and Geri Allen, vocalist Diane Schuur, bassist Buster Williams, trumpeter Lester Bowie, and saxophonist Scott Hamilton.

An interesting sidelight to the film Dames involves the film itself and choreographer Berkeley. In his book Can’t Help Singin’ Gerald Mast points out that this backstage musical dealt with the ongoing rift between the moralistic upper class and the immoral show folk. “This struggle was an explicit metaphor for Hollywood’s battle with the new Production Code,” written in 1930 but not implemented until 1934.

Berkeley was a particular target of those urging censorship because of his suggestive filming. For instance, he had projected naked silhouettes of dancers onto screens in Gold Diggers of 1933. A proposed number for 1934’s Dames was cut by producer Hal Wallis before it was even staged because of its explicit sexual reference. In a footnote to his book Mast says, “The 1933 and 1934 Berkeley films, increasingly aware of the Code’s coming, mock it without violating it. By 1935 even the mockery is gone.”

Another interesting story comes from George T. Simon’s book The Big Bands. This concerns orchestra leader Ben Selvin, who recorded the song in 1934. Selvin was also a respected recording executive and the person tapped in 1941 by James Petrillo, president of the American Federation of Musicians, to research a proposed recording ban. Selvin argued against it, but in 1942 Petrillo instituted the ban. Although the controversy ended with record companies agreeing to pay a royalty for all records, the ban, which lasted over two years, had devastating effects on the big bands.