Ain't Misbehavin' is a 1929 stride jazz/early swing composition with 32 bars in AABA measure with a slow-to-moderate pace. With lyrics by Andy Razaf and score by Thomas "Fats" Waller and Harry Brooks, the number was created specifically as a theme song for the Razaf/Waller/Brooks off-Broadway musical comedy Connie's Hot Chocolates. In a 1941 interview with Eddie "Rochester" Anderson, Fats said the song was written while "lodging" in alimony prison, and that is why he was not "misbehaving".