This was from Jerome Kern's last Broadway show, Very Warm For May, one of many bombs Oscar Hammerstein wrote in the '30s. (When Oklahoma! became a hit, Hammerstein took out an ad listing all the flops he had written in the past 10 years, and ended it with "I've done it before and I can do it again.") Directed by Vincente Minnelli, the show originally did well in tryouts, but was heavily rewritten at the insistence of the producer, Max Gordon. From Hugh Fordin's biography of Hammerstein:
Between the end of the Boston engagement and the opening night in New York six days later, something happened to Very Warm For May. Max Gordon had reappeared on the scene, and he and Minnelli became confvinced that the show had to have drastic revisions in order to be "commercially successful." Gordon brought in Hassard Short [one of the most successful stage directors, a specialist in big, elaborate productions] as consultant. The book was completely rewritten, the gangster plot removed entirely, and along with it an element of fantasy upon which the tone and humor of the play depended. The character of Quiller [the pretentious director of the play-within-the-play] was so toned down that the satirical element was eliminated and the preposterous, posturing figure became an inexperienced but sympathetic young man. The dialogue was emasculated in the hasty rewrite, losing its wit and verve. The new script showed a tightness that the first version had lacked, but removed the wacky charm of the original without offering any substantially stronger structure. Russell Bennett, the orchestrator of the show, called Very Warm For May a "great show that was produced into a failure."
Kern went back to Hollywood after the failure of the show and concentrated on film musicals for the rest of his career. Hammerstein coaxed him back to New York to do Annie Get Your Gun, but he died before he could start work on the score.
The score of Very Warm For May is, as you'd expect from Kern in his prime, full of beautiful things, but no song from the show (or any flop show, really) has become as famous as "All the Things You Are," the essence of the Kern technique: write a song that sounds like a pure, simple little melody but has, by Broadway standards, almost avant-garde harmony. "We never thought the public would take it," Hammerstein said. "It had three changes of key in the middle of the refrain, which is a very risky thing to do."
In the original version, recorded by McGlinn in 1992, the song is performed as part of the show-within-the-show. The Orson Welles-ish director, Ogdon Quiller, plays one of the characters singing the long verse (which was rewritten and shortened in the published version), the refrain is sung by a soprano while the tenor harmonizes, and then there's a big, lush choral arrangement of the refrain.
In 1994, McGlinn led a mostly different cast in a concert performance of Very Warm For May at Carnegie Hall; Ogdon was played by Jon Lovitz, who can do that sort of part in his sleep (he'd already played virtually the same character on The Simpsons). Here is a live bootleg recording of that performance, which includes the lead-in dialogue from the play-within-the-play.
Another Very Warm For May song that has always had a powerful effect on me is "Heaven In My Arms," a dancing song (which would have been perfect for Fred Astaire; it was here introduced by Jack Whiting, a singer-dancer who got a lot of Astaire-style parts after Astaire left New York) that Kern and Hammerstein expected to be the show's big hit. It never quite made it, maybe because it's somewhat ungrateful to sing: Kern keeps dipping down really low ("the music and...LIIIGGGHHH--TING")you will notice that on this recording, the singers struggle with the low notes. But it's a gorgeous song, and another of Kern's formal experiments: instead of the normal verse/refrain format, he writes it in such a way that the verse and refrain almost seem to be part of the same unit, and ties the whole structure together by repeating the opening notes of the verse at the end of the song.
I first heard the song sung by Broadway singer/dancer Harold Lang on Ben Bagley's Jerome Kern Revisited album. This recording, from McGlinn's Jerome Kern Treasury, is a composite version, using the second refrain that was cut on the road, but keeping the choral section that was added during the same tryouts. (The young and brilliant composer/arranger Hugh Martin was called in to Very Warm For May to provide a more modern sound in the vocal arrangements, the way he'd already done for Richard Rodgers in The Boys From Syracuse. I don't know for certain if this arrangement is his or if it's by Robert Russell Bennett, who sometimes did vocal arrangements in addition to orchestrations.)
And in keeping with this post's policy of having two, two, two recordings for every song, here's the version from the live 1994 concert; same arrangement, but it includes the dialogue and the scene-change music after the number.