When Johnny Mathis sings “Over the Rainbow,” the familiar becomes newly radiant. This isn’t merely another pass at Harold Arlen and E.Y. Harburg’s indelible standard—it’s Mathis using his trademark legato, impeccable breath control, and velvet timbre to reframe one of the most covered songs in American music. His studio rendition appears on Isn’t It Romantic: The Standards Album (released February 1, 2005), a project conceived to spotlight beloved songs from musical theater and the Great American Songbook that Mathis, surprisingly, hadn’t recorded during his earlier Columbia years. The concept came directly from label conversations about revisiting “the most popular songs from the American musical theater that [he] hadn’t sung in the past,” and “Over the Rainbow” shines as the closing benediction of the set.
The album frame: late style, classic materials
By 2005, Mathis had long been a byword for elegance, but Isn’t It Romantic: The Standards Album is more than a genteel nostalgia tour. It’s a curated, 10-song sequence that leans into his strengths: a pillowy middle register, floating head voice, and a conversational way with rubato that makes standards feel like confessions. “Over the Rainbow” arrives last, a thoughtful programming choice—the album drifts from Gershwin and Rodgers & Hart through Jobim and even a gentle detour to “There’s a Kind of Hush,” before landing on two “rainbow” bookends: “The Rainbow Connection” and, finally, Arlen/Harburg’s evergreen. On editions and listings for the release, “Over the Rainbow” is indeed the track 10 closer, a 4:52 performance that feels designed as a curtain call.
A quick note for Mathis collectors: around the same period, Mathis also recorded a duet version of “Over the Rainbow” with Ray Charles for Charles’s multi-platinum Genius Loves Company (August 2004). That interpretation—arranged and conducted by Victor Vanacore—places Charles’s piano at the emotional epicenter, with Mathis responding in supple counterlines; it’s a companionable, conversational take and a lovely historical footnote to the 2005 solo version many fans return to when they want Mathis unaccompanied by a co-lead.
Orchestral colors: how the arrangement breathes
The character of Mathis’s 2005 reading is shaped by an orchestra that’s plush but never fussy. Across the album, Jorge Calandrelli serves as arranger/conductor, building luminous backdrops that give Mathis room to float above the stave. The personnel listing for the set includes piano (Mike Lang, with Calandrelli himself at the piano on “Dindi”), bass (Dave Carpenter and Chuck Berghofer), drums (Gregg Field), Latin percussion (Luis Conte), guitar (Ramón Stagnaro), concertmaster Bruce Dukov leading a first-call string section, plus French horns and harp (Gayle Levant)—the palette you hear enveloping “Over the Rainbow.” These timbres matter: the harp provides classic glissandi at cadences, French horns supply a noble warmth in the middle register, and strings carry long-bowed phrases that mirror Mathis’s legato, effectively doubling his sustained lines at climactic moments.
Listen closely to the introduction: Mathis often approaches the opening line (“Somewhere over the rainbow…”) with a near-prayerful hush, the piano sketching lean, diatonic voicings while the strings swell in sotto voce harmonies. As the A-section develops, soft brushes on the snare and a discreet acoustic guitar arpeggio tuck under the vocal—details consistent with the album’s listed rhythm team and Stagnaro’s idiomatic touch. Calandrelli’s hallmark is clarity: each choir (strings, horns, rhythm) appears in supportive roles; no one competes with the singer. The result is a clean stereo space where you can hear the breath before a long note, the hairpin swell of a violin section, a murmured harp gesture answering a cadence.
Vocal approach: shading a familiar arc
The song’s AABA structure invites narrative shaping: two A sections state the yearning, the B section (“Someday I’ll wish upon a star…”) offers a soaring dream-sequence, and the final A settles into acceptance tinged with hope. Mathis’s art lies in how he travels this arc. He treats the first A with conversational intimacy—slight back-phrasing on “way up high,” a caress on the vowel of “lullaby.” On the repeat, he expands the dynamic envelope: a longer launch on “the dreams that you dream of,” a more overt crescendo into the phrase’s apex. By the bridge he lifts into a headier resonance, reminiscent of his classic 1950s sides, yet the maturity of the 2000s instrument is audible—less overt vibrato, more straight tone at the point of attack, then a quick bloom.
That Mathis float—the way he releases air to “ride” a pitch rather than press into it—gives the impression of weightlessness that perfectly suits a lyric about elsewhere. On the closing A, he often allows a half-beat of silence before the last “Why, oh why can’t I?” creating a small dramatic vacuum the orchestra then fills with a velvet cushion. It’s consummate adult-standard craft: no grandstanding, just line, intention, and air.
Soundstage and engineering choices
Fans of recorded sound will appreciate the album’s mix aesthetic: voices forward, orchestra immediately behind, and ambient cues that place you in a mid-sized hall rather than a dry pop booth. Liner and credit sources note Al Schmitt’s hand on mixing, at least for “Over the Rainbow,” which aligns with the silken depth and the analog-friendly glow of the strings. Schmitt’s MO—transparent reverbs, a slightly warm top on violins, and vocal clarity without sibilance—suits Mathis’s instrument. These aren’t showy engineering moves; they’re tasteful ones, the sort that reward quality headphones or a careful home setup when you stream through modern music streaming services.
Placing Mathis’s version in the “Rainbow” lineage
“Over the Rainbow,” of course, is hemmed with history—from Judy Garland’s original in The Wizard of Oz (1939) to hundreds of jazz and pop re-imaginings. What distinguishes Mathis’s 2005 cut is its weightless poise. Where some versions lean into torch-song catharsis, Mathis opts for inhaled wonder. The emotional temperature is warm, not white-hot; the sadness implied by “a land that I heard of once in a lullaby” is there, but softened by the singer’s almost parental tone. This aligns beautifully with his late-career interpretive persona: less the lovestruck youth, more the seasoned narrator who has learned that hope and wistfulness can occupy the same breath.
If you compare it with the Ray Charles/Johnny Mathis duet from 2004, the differences are instructive. Charles’s piano and Vanacore’s arrangement bring in gospel-tinted chordal turns and a touch more rhythmic earth; Mathis’s solo 2005 track, conversely, is about translucence and line, with the orchestra lifting him like air. Both are valid; each reveals a different facet of the lyric’s promise.
Instruments and timbral storytelling: what you hear, and why it matters
Because the Isn’t It Romantic sessions convened A-list Los Angeles players—string principals you’ve heard on countless film dates—the instrumental storytelling on “Over the Rainbow” functions almost like film scoring:
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Piano establishes intimacy, playing simple rubato figures with a few chromatic connectors—a quietly breathing grid for Mathis to phrasing-paint upon.
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Harp adds fairy-tale shimmer at cadences; the gliss before the bridge feels like a curtain parting onto Technicolor.
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French horns enter like a glow from the horizon, round and noble, supporting the voice on sustained “ah” pads.
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Guitar (tasteful nylon-string or warm steel, depending on the take) supplies soft inner-rhythm and occasional countermelody; it’s a heartbeat you feel more than hear.
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Bass and brushed drums keep time humane, supple, and uninsistent—this is not a chart that wants a backbeat; it wants levitation.
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Strings are the emotional narrator, trading between divisi warmth and unison climaxes. Their job is to float the voice, and they do.
That combination of orchestral and rhythm-section colors reflects the album’s broader personnel roster; Calandrelli’s parts are tightly voiced, leveraging close-mic’d strings and intimate rhythm to create a halo without clutter—one reason the performance feels simultaneously intimate and cinematic.
Theory in brief: a standard built to soar
Arlen’s tune uses the classic 32-bar AABA architecture. The A sections trace an ascent that mirrors the lyric’s upward gaze (“way up high”), while the bridge opens the harmonic sky—often via a sequence that briefly tonicizes related keys—before returning to the shelter of the home key. Mathis, a longtime master of line, shapes those returns with a subtle decrescendo, almost like a sigh after a daydream. He frequently treats the penultimate line as a caesura—his version of Garland’s famous held note—then resolves with an unhurried, luminous “why, oh why can’t I?” That micro-ritard and gentle resolve are quintessential Mathis: emotion delivered by time and air rather than sheer volume.
Why it works—now
Late-career recordings by legacy vocalists often risk nostalgia without necessity. Mathis avoids that trap. The 2005 “Over the Rainbow” earns its place because it is true to him. Instead of trying to out-belt Garland or out-gospel Ray, he out-Mathises everybody—choosing stillness over spectacle, glide over grandeur. In an era of compression and high-gloss loudness, this track values headroom: space for overtones to blossom, for consonants to be brushed rather than struck, for the orchestra to breathe. The performance also clicks with Mathis’s discographic through-line. From “Misty” to “A Certain Smile,” his finest moments were always invitations, not commands. The “Rainbow” here is an invitation—to remember, to soften, to dream.
For listeners approaching this piece of music, album, guitar, piano constellation from a musician’s perspective, the track is a mini-seminar in supportive arranging: never bury the singer, always stage the harmonic story, and use color (harp/strings/horns) to frame emotion rather than dictate it.
A note on access and alternate versions
If you’re exploring Isn’t It Romantic: The Standards Album, you’ll find the sequencing smart and the sonics consistently refined. The album’s official listings on Apple Music and other digital storefronts show the release date and track run time for “Over the Rainbow,” while contemporaneous metadata and retailer pages confirm the programming choice to close with it. It’s a small programming masterstroke: end with yearning, and you send the listener out not with closure but with possibility.
If curiosity leads you to comparisons, queue up the Ray Charles & Johnny Mathis duet next. Beyond being a heartfelt exchange between two giants, that cut is historically notable for Vanacore’s award-recognized orchestral chart and for Charles’s last-chapter studio work, where his touch at the piano remains revelatory. Hearing the duet immediately after Mathis’s solo reading is like looking at the same scene at dusk and dawn—the colors shift, but the horizon is the same.
Who should listen—and on what
This track flatters a quiet room and a decent playback chain. A well-amped bookshelf system or quality over-ears will pay back the recording’s attention to texture: the faint air around the strings, the felt of the piano hammers, the sheen of the harp. If you’re auditioning music streaming services, this is a perfect track to test how a platform handles string bloom and vocal sibilants; you’ll hear quickly whether the codec smears the reverb tail or keeps it intact.
For singers, arrangers, or players looking to level up, “Over the Rainbow” in Mathis’s hands is a masterclass worth studying—especially if you’re taking online music lessons where instructors can dissect the phrasing and voicings bar by bar. The lessons to take away: leave space, aim the air, and shape the arc.
Listening recommendations (if you love this performance)
To stay in the Mathis-meets-cinema-strings world but vary the palette, try:
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Johnny Mathis – “When You Wish Upon a Star” (from The Wonderful World of Make Believe, 1964). Another film-born standard, given the satin-strings treatment Mathis excels at; it pairs beautifully with “Rainbow” as a dreamer’s diptych.
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Johnny Mathis – “The Rainbow Connection” (from Isn’t It Romantic: The Standards Album, 2005). Hearing it immediately before “Over the Rainbow” underscores the album’s narrative intelligence—two visions of hope, one playful, one profound.
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Ray Charles & Johnny Mathis – “Over the Rainbow” (from Genius Loves Company, 2004). For a contrasting timbral and emotional approach, with Charles’s piano guiding the harmonic storytelling and Mathis blending like silk.
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Tony Bennett – “Over the Rainbow.” Bennett’s interpretive poise and late-style warmth make a compelling counterpoint to Mathis’s float—two legends proving restraint can be riveting. (Seek out his versions collected on standards anthologies.)
And for adjacent moods from the broader American standard repertoire:
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Andy Williams – “Moon River.” Similar lullaby-tenderness with a riverside lilt; ideal for a segue into Mancini’s world.
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Nat King Cole – “Smile.” An object lesson in sung solace—economy of gesture, maximum heart.
Final thoughts
There’s a reason certain songs refuse to age: they describe a human constant. “Over the Rainbow” turns yearning—our oldest mental habit—into melody. Johnny Mathis, late in a career defined by grace, sings it as though unveiling the feeling for the first time. The orchestra glows; the rhythm section whispers; the arrangement keeps clouds drifting and horizons open. When that last “Why, oh why can’t I?” appears, it doesn’t sound like a lament. It’s a child’s question asked by a wise adult, and in Mathis’s voice, it feels less like can’t than maybe not yet. For a singer in his seventies to land that paradox—hope without naïveté—is its own kind of miracle. And in a catalog full of highlights, this is one of his most quietly luminous.