Andy Razaf wrote the lyrics to a score by Thomas "Fats" Waller and Harry Brooks[2] for the Broadway musical comedy play Connie's Hot Chocolates.

'"[5] During the first half of the 20th century, when a tune was successful in terms of sheet music sold, it was typically recorded by several different artists.

All six "Ain't Misbehavin'" recordings of 1929 were successes in the American Society of Composers, Authors and Publishers (ASCAP) rankings for that year:[citation needed] Waller re-recorded the song with vocals for the 1943 movie Stormy Weather.

[7] Ain't Misbehavin' has been recorded by many other performers over the years, including Seger Ellis, Anita O'Day, Sarah Vaughan (for "Sarah Vaughan in Hi-Fi"; 1950), Bing Crosby (for "Songs I Wish I Had Sung the First Time Around"), Billie Holiday, Eartha Kitt, Ella Fitzgerald, Jo Stafford, Carol Channing, Django Reinhardt, Harry James, Benny Goodman, Miles Davis, Kay Starr, Frankie Laine, Art Tatum, Floyd Pepper, Sonny Stitt, Sam Cooke, Johnnie Ray, Sidney Bechet, Ray Charles, Nat King Cole, Elkie Brooks, Eyran Katsenelenbogen, Willie Nelson, Kermit Ruffins, Leon Redbone, Freddie White, Dave Brubeck, Johnny Hartman, Hank Williams Jr., Robson Green and Jerome Flynn (Mini TV series UK, 1997), and Bill Haley & His Comets (who recorded a rock and roll version during 1957).

[8] In 1960, Tommy Bruce and the Bruisers had a number 3 hit in the UK Singles Chart with their cover version of the song.