This song, marked “Slowly, with much expression," was introduced by Kenny Baker (making hamburgers in a diner) in The Goldwyn Follies, a film released by Goldwyn-United Artists on February 23, 1938.
George Gershwin called this tune his “Brahmsian” number (Ira described it as churchy”). Though it was one of his last songs, the principal strain had entered his notebook in the fall of 1931 as a twenty-four-bar sketch (it followed “Jilted,” which was dated September 16, 1931 and used in Of Thee I Sing).
Ira always considered his lyric somewhat pompous. In fact, he hadn't wanted to write this song. He had doubts about the melody, which he considered too pop and not up to the standard of the Gershwins' theater songs. “What's wrong with a pop song?” was George's reply, convinced that this one was a beauty. They settled their dispute by placing a middle-of-the-night call to their old friend, lyricist Yip Harburg, asking him to come over to their place and adjudicate. Harburg arrived, listened, liked the music, and correctly diagnosed the problem. Ira hated to write love songs, and this one with just eighty-five notes, would give him little chance for clever wordplay. Grudgingly, Ira said, “I'll write it, but the song will be Goldwyn, not Gershwin.”
The Gershwins were having problems with producer Samuel Goldwyn at the time, as the latter kept urging Georg to “write hits like Irving Berlin.” Goldwyn thought that George, who'd been romancing movie star Paulette Goddard, wasn't trying hard enough. Actually, George was seriously ill, suffering from debilitating headaches caused by a brain tumor that would kill him a few weeks later. As it turned out, “Love Walked In” did become a huge Irving Berlin-style hit, but not until after George's death. This was the last song that he and Ira would complete. George did compose one final melody but Ira didn't write the words to “Love is Here to Stay” until after his brother's death.
The music of the verse (“Nothing seemed to matter anymore”) was not written by Gershwin. Ira asked composer Vernon Duke to replace George to finish the assignment. Later, Ira claimed to have written this music himself.
In the refrain (which George did write) on “drove the” in “drove the shadows away,” the E-flat of the F-dominant seventh is played in the bass and creates the feeling that something important is pending. In the sixteenth bar the use of a B-natural on “word” in “though not a word was spoken” gives the melody a catch-in-the-throat quality.