"I heard Erroll Garner play it when I was in my teens. There were no lyrics yet. I blurted out, ‘Mr. Garner, I am going to record your song if I ever make a record.'"       -Johnny Mathis

MAKING "MISTY": THE LEGENDARY RECORDING BY JOHNNY MATHIS (2010)

"Look at me/I'm as helpless as a kitten up a tree."

I was sitting in my favorite diner listening to the jukebox when I first heard Johnny Mathis sing these words, and that is exactly the way I felt at that moment. I was not hopelessly in love, as the lyrics go on to explain, I was lonely. It was my freshman year of college, and I was living away from home for the first time. Less than three months into my first semester, I already knew I didn't fit in.

It was a cold November night, but Johnny's romantic voice, the shimmering orchestral arrangement, and the haunting, echoey sound of the recording felt like a warm sweater. I ordered another burger and a coffee refill, and played "Misty" four more times. Five decades later, it's my favorite record of all time, and the one that remains the standard bearer in Mathis's vast catalogue.

Last November (2009), serendipitously exactly 50 years since the record became a hit, I decided I wanted to find out why and how the record was made, hoping against hope that I could track down at least a few of the people who had a hand in creating it. Within weeks, I had interviewed Glenn Osser, the arranger; Frank Laico, the sound engineer; Andrew Ackers, the son of the late Andy Ackers, the piano player on the session; Mary Burke Kramer, the widow of lyricist Johnny Burke; and the great Mr. Mathis himself. All were delightful to talk to and full of information they were happy to share.

The renowned jazz pianist Erroll Garner was known for his elaborate introductions, and his complex and ornamental improvisations. He died in 1977. He often said that he composed the melody for "Misty" while on a long plane ride. He looked out the windows at the high clouds and the tune came to him. Garner, a self-taught musician who could not read or write music, memorized it and worked it out on the piano when he got home. He played it in clubs for a while, and then recorded it in one take for the 1954 album "Contrasts."

The beautiful harmonic structure of "Misty" resembles the compositions of jazz-influenced songwriters such as George Gershwin, Harold Arlen and Duke Ellington. However, it was not a good candidate for lyrics, since its nearly two-octave range presents a challenge for most singers. Nevertheless, songwriter Johnny Burke did precisely that several years later, with marvelous results.

The youthful excitement of falling in love is brilliantly captured by Burke's seductive words. The key line comes at the opening of the bridge: "You can say that you're leading me on/But it's just what I want you to do." This lets the listener know that the object of the singer's affection is apparently interested, too. And finally, the premise suits both the mood of the melody and the title he had to work with. No surprise here, given his track record. When he died in 1974, he left a legacy of dozens of standards such as "Pennies From Heaven," "It Could Happen To You," and "Like Someone In Love." I asked Mary Burke Kramer how her late husband wound up writing the words to "Misty."

"I wasn't married to Johnny when that happened. The story that I heard was that he had been working every day with his pianist, Herb Mesick, who was helping him put things down on paper. Herb had heard the melody to ‘Misty,' and knew Erroll Garner, and was very fond of it. He told Johnny about it, but by that time, Johnny had made a decision not to collaborate anymore. After he and Jimmy Van Heusen had separated, on good terms, he had been working on his own writing both music and lyrics. Herb was very persistent. Whenever Johnny would enter the room, Herb would start playing the tune. Finally, Johnny said, ‘Alright, give me the damn music, and I'll do it.'"

"So he went into the bedroom, and two or three hours later, he came out with the lyrics. He presented it to Frank Military at Warner Chappell Music Publishing, and Frank suggested a couple of lyric changes. Johnny just told him to take it or leave it as is, and then said, ‘If it ever winds up being a hit, I'll buy you a suit.' Well, of course, it became one of his biggest hits."

In 1957, "Misty" was recorded by singer Dakota Staton, but it wasn't until Sarah Vaughan recorded it in 1958, for the album, "Vaughan and Violins," arranged by Quincy Jones, that the song began to attract serious attention. It was a perfect vehicle for Vaughan's jazz stylings and multi-octave range. Among those who heard it was Mathis.

In 1956, at the age of 21, Mathis was signed by Columbia Records after being discovered by producer George Avakian, who saw him singing jazz at San Francisco's famous night club, the Black Hawk. But after recording an unsuccessful first album, Columbia was not sure what to do with him.

"I had gone through the process of finding out what kind of records I was going to make," Mathis recalls. "The first album, called ‘A New Sound in Popular Song,' was basically a lot of jazz musicians getting together with charts and me singing every note that I could, trying to be relevant, and not really knowing what I was doing. But then I got some help from Mitch Miller (head of Columbia's Artists and Repertoire Dept), who took me in a direction that seemed to suit my voice better, with very romantic songs that I didn't really vocalize like a jazz singer, I just sang them."

"I recorded an album with (arranger) Percy Faith and some singles with (arranger) Ray Conniff. By then, I wanted to do songs that I had been listening to by iconic singers such as Sarah Vaughan and Ella Fitzgerald. That led to doing the album called ‘Heavenly.'"