This was one of five songs on which Jerome Kern collaborated with lyricist Herbert Reynolds for the Broadway musical The Girl from Utah. The two were engaged to enliven the musical's British score, which was hampered by a weak opening act. Kern and Reynolds scored a great triumph with the duet "y Didn't Believe Me," which became the show's biggest hit and Kern's watershed effort in American musical theater. The song remained popular throughout the twentieth century, receiving performances in several films, Dinah Shore singing it in the Jerome Kern biography (1946) and Mario Lanza and Kathryn Grayson doing it in That Midnight Kiss (1949).
The song opens with a short-breathed, jaunty tune that repeats in slightly varied guises until it yields to the main theme, which comes in the refrain ("And when I told them how beautiful you are..."). It, too, has a jaunty manner, but its melodic flesh is fuller and more distinctive, incorporating elements from the opening theme and expanding the emotional range to include a sense of playful romance. The song's imaginative text portrays the man entranced by the woman's beauty and woman equally beguiled by his charm.