Ain't Misbehavin is a 1929
stride jazz/
early swing composition with 32 bars in AABA measure with a slow-to-moderate pace. With lyrics by
Andy Razaf and score by
Thomas "Fats" Waller and
Harry Brooks, the number was created specifically as a theme song for the Razaf/Waller/Brooks off-Broadway musical comedy
Connie's Hot Chocolates. In a 1941 interview with Eddie "Rochester" Anderson, Fats claimed the song was written while "lodging" in alimony prison, and that is why he was not "misbehaving".