The song was one of several introduced in the movie The Fleet's In (1942). It was sung in the film by Dorothy Lamour (with harmony by Bob Eberly, and Helen O'Connell and featuring the Jimmy Dorsey Orchestra) and is one of the songs most associated with the singer/actress. Schertzinger, who co-wrote all the film's songs with Mercer, was also the director of the movie. According to the TCM documentary Johnny Mercer: The Dream's On Me, Mercer wrote the song for Judy Garland, to express his strong infatuation with her. He gave it to her the day after she married David Rose.