Review: AIN'T MISBEHAVIN' at Arizona Theatre Company

Guest contributor David Appleford delivers a celebratory review of Arizona Theatre Company’s production of AIN’T MISBEHAVIN’.

AIN'T MISBEHAVIN'doesn’t tell you who Thomas “Fats” Waller was. It shows you, one hot, high-stepping number at a time. The show may be a musical revue, but it’s also an unapologetically bawdy resurrection of Waller’s jazz-soaked mischief-making. There’s no dialogue, unless you count Waller himself, whose voice crackles in at the start of the show from an old recording like a sly invitation. 

After a successful Tucson run, the same cast and creative team now bring the production to Tempe. What follows in this Arizona Theatre Company production, playing now until March 8 at the Tempe Center for the Arts, isn’t silence. The show speaks in swing rhythms and musical punchlines that land with the finesse of a tap dancer’s heel.

Even before a note is played, the production announces its intentions visually. Edward E. Haynes Jr.’s scenic design, bathed in Rui Rita’s moody, atmospheric lighting, conjures the setting of a stylized nightclub, complete with stairs, a balcony, and a revolving stage. It’s a space designed not just to frame performance, but to invite it.

When it debuted in 1978, AIN’T MISBEHAVIN’ was never content to be a museum piece. As conceived by Murray Horwitz and Richard Maltby Jr., with arrangements that swing and snap, it doesn’t waste time explaining itself. It grabs hold of you and drags you into a Harlem at midnight that exists now only in melody and memory. It’s a world of zoot suits and gin joints on the edge of despair, set in that madcap moment when uptown clubs like the Cotton Club were glittering cathedrals of high society, as long as you weren’t trying to enter through the front door while Black.

This isn’t a jukebox tribute, despite first appearances. You walk into the Tempe auditorium thinking you’re going to hear the hits, but what you get is something far more cinematic: a collage of musical character sketches that seem to burst from the smoke-filled corners of Harlem nightclubs and flicker to life like old film reels.

ATC’s revival of the show that once jolted Broadway awake doesn’t so much exhume a hit as reanimate a spirit. What rises here is not nostalgia, but the sly, barrelhouse soul of a great Black artist reclaiming the room on his own terms. As shaped by the assured hand of director and choreographer Dell Howlett, the production’s success is its refusal to lacquer the evening with extra showbiz gloss. There’s no need. Waller speaks for himself, and when he does, it’s with a wink, a growl, and a piano line that tells you everything. The art is the autobiography.

There are no testimonials, no dramatizations of Waller’s struggles. What you get instead are five performers and six accomplished musicians throwing a raucous, rolling party in his name, where each song becomes a slice of euphoria, shaded with humor.

Under Abdul Hamid Royal’s propulsive musical direction, the band plays like they’re chasing the devil around a piano. The production pulses with muscular elegance. It’s raunchy, yes, but also strangely tender. Waller frequently said he wrote the title song Ain’t Misbehavin’ while confined to what he called “alimony jail” for failing to pay court-ordered child support and alimony to his first wife. Even knowing the lyrics were written by Andy Razaff for a 1929 Broadway musical comedy, listening again casts them in an entirely different light. “No one to talk to/All by myself/No one to walk with/I’m happy on the shelf.”

Howlett’s production doesn’t try to overthink things. Waller’s music doesn’t need conceptual scaffolding; it needs performers who can flirt with a lyric like they’re sliding a hand around your waist on a crowded dance floor. This is a show built on quicksilver musical sketches; some funny, some dirty, some aching with unspoken pain.

Dressed in Jahise LeBouef’s jewel-toned, light-catching period costumes, the five performers each receive moments to shine with solos that neatly frame individual strengths. Yet it’s when they come together that the evening truly lifts.

As with any live production, each performance over the Tempe run is bound to land a little differently. At Saturday evening’s show, the opening number arrived in bright bursts of color and energy, though it took a moment for what initially came across as an abrasive sound to fully lock in. Then, as if a switch had been flipped and the room immediately aligned, Lookin’ Good But Feelin’ Bad hits, and suddenly everything is firing.

To single out standout numbers is inevitably an exercise in personal taste. Still, certain moments make their mark through sheer personality or surprise: the comic swagger of Anthony Murphy’s Your Feet’s Too Big, the sultry ease of Aerie Williams’ Squeeze Me, the electrifying fizz of Taylor Colleton’s Yacht Club Swing, the soulful and melodic sound of Keirsten Hodgens’ Keepin’ Out of Mischief Now, and the sly abandon of The Viper’s Drag as Wilkie Ferguson lll slinks into Cab Calloway crossed with a Vegas lounge act and makes it look easy, his body humming with rhythm like a comic strip in motion.

Then comes the left hook: Black and Blue. The performers stop dancing. They barely move. The room quiets, and the past rears up unfiltered. This isn’t the syncopated joy of Harlem nightlife anymore. This is what it cost to strut through smoke-filled clubs that barred you from the front door but welcomed you to the stage. The harmony is tight, the message unmistakable. It’s one of those moments where a musical evening becomes something else entirely: a reckoning and a truth you can’t hum your way out of. You’re reminded why Waller’s tunes can raise hell one moment and break hearts the next.

But Fats wouldn’t have left us there. The show lifts again, each reprise and encore carrying the air of a toast raised high after a long fight.

This ATC production isn’t polite. It doesn’t tidy up the past or sentimentalize its source. It struts. It sings. It trusts the intelligence of its audience and the depth of its material. And, most importantly, it remembers. Waller once said he was “…crazy ’bout music, and music’s crazy ’bout me.” This show celebrates his music and sends you home a little dizzy, the melodies still clinging to you like perfume after midnight, just as the best nights in Harlem were meant to.

AIN’T MISBEHAVIN’ runs through March 8th at:

Tempe Center for the Arts -- https://atc.org/ -- 700 W. Rio Salado Parkway, Tempe, AZ -- 1-833-ATC-SEAT

Photo credit to Tim Fuller