Here’s how E. Y. “Yip” Harburg described writing “Over the Rainbow,” as recorded in a 1980 radio interview and published by Harriet Hyman Alonso in Yip Harburg: Legendary Lyricist and Human Rights Activist:
I worked very well with Harold [Arlen], excepting when we got to the ballad, but you always have trouble writing a ballad. . . . this particular ballad was a ballad for a little girl who was at odds with her schoolteacher and her mother [sic] and she was in trouble, and like all little girls, wanted to get away from where she was at. And where was she at? Kansas. A dry, arid, colorless place. She had never seen anything colorful in her life except the rainbow. Well, where would a little girl like that go? Over that rainbow. On the other side of the rainbow. So I had that idea of a little girl wanting something, a place somewhere that was around that rainbow. And I told Harold about it and he went to work on a tune.The middle of the song, Harburg recalled, came from the way Arlen whistled for “Pan, a silly little dog who ran away.”
The contract is for 14 weeks and we’re on out 14th week now and we don’t get paid after the 14th week. And he surely sweated it out and he couldn’t get a tune for that until one night he called me. It was about 12 o’clock at night…and he played me this tune. . . .
I said, “Harold, that’s for Nelson Eddy. It was a symphony. It’s not for a little girl yearning to be over a rainbow,” and his spirits fell and we both more or less respected each other and I went home, very sad, and he did too, and for two weeks after, without money from Metro, he was still working on that tune and finally he called me and said, “Yipper, I feel this tune—this is a great tune, now you must write it.”
In a 1979 Canadian Broadcasting Company interview, Harburg described the team calling in Ira Gershwin to mediate their impasse, just as he and Arlen refereed disagreements between the Gershwin brothers.
I said, “Ira, Harold’s got a tune here…and here’s the situation.” I told him I was too involved emotionally [to] analyze the thing, to put my finger on, to communicate to Harold, but Ira…said, “Harold, will you play that tune with a little more rhythm?” And Harold sat down, said, “What do you mean? This way?” And he played. . . . And the whole thing cleared up for me.Harburg also claimed that “Over the Rainbow” inspired the MGM movie’s famous switch from sepia to Technicolor, saying there was no rainbow in the material he started with.