Jazz trumpeter Harry James, who had just struck out on his own when he left Benny Goodman's orchestra, heard a 24-year-old unknown named Frank Sinatra sing this song at a New Jersey roadhouse in 1939. He recruited him as the male vocalist for his new band because he "liked Frank's way of talking a lyric."

This Cole Porter classic was introduced by June Knight in the Broadway musical Jubilee in 1935, and Artie Shaw's 1938 instrumental version went to #1 and made it famous. In 1956 Ella Fitzgerald released the first of her famous series of Songbooks of great American composers. Cole Porter's songs were the first in the series, and this was among the 35 tracks on the album.

Cole Porter wrote this while aboard the Franconia ocean liner during a Pacific cruise in 1935.

A Beguine is a ballroom dance similar to a rumba.