To Be Alone With You (1969) part 6 (final): Penthouse Serenade

Previously in this series…

by Jochen Markhorst

VI         Penthouse Serenade

Max Fleischer left quite a lot to be grateful for, and in the Top 3 of Fleischer’s gratifying creations is Betty Boop.

Certainly, the twentieth century would have been a duller one without the frenzied 1930s masterpieces featuring the archetypal Jazz Age flapper Betty Boop. Like Minnie The Moocher (1932) and especially Snow-White (1933), the brilliant, swinging fantasies fluttering around Cab Calloway’s “Minnie The Moocher” and Cab’s irresistible rendition of “St. James Infirmary Blues” (Dylan’s template for “Blind Willie McTell”). Featuring Koko The Clown as vocalist, in flawless Calloway choreography.


Fleischer, like Frankie Valli, has a nose for great songs and sees their added value for his cartoons. At least as irresistible as the use of Cab Calloway’s songs and stage presence are guest roles for stars such as Rudy Vallée (Kitty from Kansas City), Maurice Chevalier (Stopping the Show) and Louis Armstrong (I’ll Be Glad When You’re Dead You Rascal You). And the songs Betty sings herself, of course.

Three weeks before Fleischer surprises with Snow-White in March 1933, he produces the beautiful 6-minute interlude Betty Boop’s Penthouse, for which he mines the then relatively unknown “Penthouse Serenade (When We’re Alone)”. Fleischer has probably heard the version by Roy Fox & his Band, or the primal version by Tom Gerun and his Orchestra, but thanks to Betty Boop, the song makes its way to the general public, and later, via Nat King Cole, Anita O’Day and Tony Bennett, to the American Songbook – from which a Marianne Faithfull, for instance, digs it up again (Strange Weather, 1987).

It has a nice, classic melody, and the beautiful lyrics with nice, Cole Porter-like rhymes are thematically in themselves a fairly common Depression-era aspiration from a penniless, love-struck protagonist who dreams of the glamour of an uptown Manhattan flat;

Just picture a penthouse way up in the sky
With hinges on chimneys for stars to go by
A sweet slice of Heaven for just you and I
When we're alone.

From all of society we'll stay aloof
And live in propriety there on the roof.
Two heavenly hermits we will be in truth
When we're alone.

We'll see life's mad patterns
As we view old Manhattan
Then we can thank our lucky stars
That we're living as we are.

A protagonist who wants to take the woman of his dreams to a castle high, to his ivory tower, where they will be alone… to be alone with you, in short. Not necessarily very original, but the use of the atypical mad patterns (wildly rhyming with Manhattan) in the bridge suggests where Dylan at least got the inspiration for his text revision of “To Be Alone With You”.

On Nashville Skyline, in 1969, “To Be Alone With You” isn’t very long: 2’06”. Shorter, actually; the first twelve seconds the band fiddle around, Dylan asks producer Johnston “Is it rolling Bob?”, and he doesn’t start singing until second 12. Fifty years later, in the Shadow Kingdom, the song clocks in at 2’58”. Dylan starts singing at second 1, the tempo is slightly faster, and Dylan sings his last notes, a repeat of the last line, at 2’41”. The last seventeen seconds are a short instrumental coda. All in all, more than 50% longer than the original. Which can be explained quite simply: the rewritten version has a bridge and a verse more. In 1969 Dylan sings 157 words, in 2021 it’s 208.

The extra verse is introduced with that new bridge:

I’m collecting my thoughts in a pattern, moving from place to place
Stepping out into the dark night, stepping out into space

… in which Dylan’s words, of course, take on a completely different connotation than those in “Penthouse Serenade”. “Thoughts in a pattern”, “stepping out”, “into the dark”, “into space”… all metaphors that could signal a mental disorder, suggesting that a protagonist here is expressing his descent into madness. Which is confirmed in the following closing couplet:

What happened to me, darling? What was it you saw?
Did I kill somebody? Did I escape the law?
Got my heart and my mouth, my eyes are still blue
My mortal bliss is to be alone with you

Lurid words. The series of questions insinuates that the first-person narrator lost his self-control and in a frenzy, or at least in a different state of consciousness, committed bloody mischief. What is even more disturbing is the apparently reassuring meant observation “my eyes are still blue”. The narrator can only reassure himself with this fact by standing in front of a mirror – which would imply that he has posed the previous questions to himself, to his own reflection. Which in turn suggests a Dr Jeckyll/Mr Hyde type of schizophrenia, or rather, given the choice of words, a Gollum/Sméagol-like psychopathological discord;

Gollum: What’s it saying, my precious, my love? Is Sméagol losing his nerve?
Sméagol: No! Not! Never! Sméagol hates nasty hobbitses! Sméagol wants to see them… dead!
Gollum: Patience! Patience, my love. First we must lead them to her.

The blue-eyed protagonist standing in front of the mirror gets no answer, and it is to be feared that he asks his questions over the still warm corpse of his guest, of the lady lured to his castle high, his ivory tower, his penthouse way up in the sky. Which doesn’t seem to bother him too much: “My mortal bliss is to be alone with you.”

Antique-sounding words, which Dylan has used once before, in a similar sultry, oppressive context:

My wretched heart's pounding
I felt an angel's kiss
My memories are drowning
In mortal bliss

… in “Beyond The Horizon” (2006). Where those words are introduced with “Beyond the horizon someone prayed for your soul” and concluded with “Every step that you take, I’m walking the same”; with similar creepy, sinister words.

The antique-like colour of the final words is explainable, by the way. On Modern Times, the 2006 album on which “Beyond The Horizon” can be found, Dylan embellishes more lyrics with lovingly stolen Ovid fragments. The text of “Beyond The Horizon” as it appears in the official publications, in Lyrics 1961-2012 and on the official site, is for unknown reasons completely different from the text Dylan sings on the album, and the above bridge is not found there – but Dylan does sing it. Including the words lovingly stolen from Ovid: “my wretched heart” (found in both Tristia and Metamorphoses) and the “mortal bliss”, from “Minos” in Metamorphoses Book 7, where it is usually translated as:

But mortal Bliss will never come sincere,
Pleasure may lead, but Grief brings up the Rear

… yep, with yet again subcutaneous menace. An inescapable darkness with which even Betty Boop’s version of “Penthouse Serenade” closes:

In my little penthouse I'll always contrive
To keep love and romance forever alive
In view of the Hudson just over the drive,
For I’m alone.



Jochen is a regular reviewer of Dylan’s work on Untold. His books, in English, Dutch and German, are available via Amazon both in paperback and on Kindle:


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