The swell of strings, the melancholic brass, the two people sitting on the bench, and the gorgeous night cinematography of said two people looking towards the Queensboro Bridge as the sun rises. There is pretty much no more iconic cinematic still than the scene from Woody Allen’s masterpiece Manhattan, as Isaac and Mary sit on a bench, well into the morning talking about life. One of the film’s greatest attributes, besides the splendid photography from Gordon Willis, its sense of humor, its pathos, etc., is its brilliant use of music by George Gershwin to illustrate New York. And, as we know from the beginning of the film, as “Rhapsody in Blue” paints the City That Never Sleeps vividly, Isaac, and Allen to boot, loves New York. He “romanticizes it all out of proportion”. So, thus, it would be fitting not only to use some of the composer’s greatest selections for the film to heighten the stylized romanticism, contrasted against the urbanite intellectualism of the setting, but to use one of Gershwin’s most well known standards, “Someone to Watch Over Me”, over the most memorable scene from the film. Granted, when you think about the song from a lyrical standpoint, you kind of wonder, why this song? Who’s watching over whom? It doesn’t make sense for Isaac to look over Mary, but what if it’s the other way around? Aside from the sheer romanticism of the song, Allen may have slyly used the song to further characterize the slightly insecure, undeniably pretentious, and oddly alluring Mary Wilkie, as portrayed by Diane Keaton, as well as a love letter to the city the film takes place in.

“Someone to Watch Over Me” was originally written by George and Ira Gershwin for the musical Oh, Kay! in 1926, and soon after it became a jazz standard and a staple of the Great American Songbook. The song details what could be unrequited desires for a romantic guardian and, what sounds like, a co-dependent romantic entanglement. The persona is vulnerable, sensitive, and even, perhaps, insecure. My two favorite renditions include a classic recording by the great Ella Fitzgerald and a nicely traditional performance by Cheyenne Jackson (who briefly was on 30 Rock). You would be hard put to find a more romantic song that was able to articulate those kinds of yearnings without sounding overly sappy or, even, needy and desperate. Instead, it sounds more like a contemplation of one’s own weaknesses and the need for some kind of protector. The song is normally performed by a female vocalist, which, maybe unfairly, accentuates the submissive nature of the song. This aspect is important, which I will get to in a bit.

If 1977’s Best Picture winner Annie Hall was Woody Allen’s transition from from absurd laugh a minute jokey comedies to more mature, thoughtful, even philosophical comedy films, Manhattan was the filim that firmly planted Allen’s feet in the ground as a master writer, director, star of comedies with nuance and depth. Though he had backfired with his venture into the Bergman-esque realm with the previous year’s Interiors, Manhattan was another bunce back. Although Allen himself hates the film (he even offered United Artists to completely reshoot the film for no pay), it represents one of the most mature and beautiful comedies ever projected on the silver screen. And, oh, that silver screen! Shot in glorious black and white by the Prince of Darkness himself, cinematographer Gordon Willis (known for his work on The Godfather), the classical look imbues the film with sophistication and romanticism.

As seen in the film Manhattan, the song drops its lyrics, as with the rest of the Gershwin score, giving its orchestral arrangement a certain power and sensitivity that, while native to the track itself, greatly imbues the scene with those same elements. As the song is about to play, Isaac Davis (Woody Allen), an insecure nebbish who recently quit his job as a TV writer and is dating a 17 year old, is discussing his book about his mother with Mary Wilkie (Diane Keaton), a pompous intellectual type whose favorite phrase is “I live in Philadelphia, where we…” But they pause for a moment as the song begins playing, filling the scene with as much wonder as Gordon Willis’ and Allen’s joint ­mise-en-scene. They pause their discussion of his book and just look at the city, in all of its beauty. A knockout, Isaac calls it. And this scene truly is.

So, with this in mind, the song’s meaning is twofold (maybe three fold, if you consider the song contextually). Manhattan tells a story of a very specific group of people and their very specific environment. Amidst this environment, Isaac is tries to break out of this environment by dating a nubile, but very intelligent, 17 year old named Tracy (Mariel Hemingway). This somewhat awkward relationship involves Isaac somewhat frequently undermining her intelligence because she’s young, but he can, nevertheless, be intimate and fairly honest with her. However, his encounter with Mary Wilkie, a woman who represents the kind of people he supposedly detests, suggests an odd polar reaction in terms of attraction. He claims to dislike the intellectual, high society he belongs to, but, as his attraction to Mary reveals, he does belong to that environment. But, in this relationship, the intimacy, like the academically driven society the film sets itself in, is kind of superficial with claims of being “deep”.

Throughout the discourse that Mary discusses, from the photographs that were “straight out of Diane Arbus, but with none of the wit” to the bashing of Norman Mailer, Mary is, at heart, insecure, unsure about her competency, worried about her failed marriage. But she masks it by saying she realizes that she’s a beautiful woman, by taking a job that is technically beneath her (writing novelizations of screenplays/movies), and being so sure of her relationship with Isaac’s best friend, Yale (Michael Murphy). So, the relationship between Isaac and Mary is thus based on the surface of things, people so sure of their competency to make them look good to other people, that they never get deeper than that surface. Isaac, though, doesn’t need to make himself vulnerable to Mary. For that, he has Tracy.

Tracy, young, intelligent, but outside of that pseudo-intellectual stratosphere that he so uncomfortably lives in, is the antithesis to Mary. She’s modest, and that modesty and genuine sincerity should offer Isaac the perfect opportunity to connect with someone not only intellectually, but emotionally as well. And, at times, when he isn’t trying to discredit her intelligence, they do. She often initiates these conversations, but it’s there, much more evident than anything he has with Mary. After his relationship with Mary is done and over with, he realizes that, although he isn’t willing to initially admit it, he needs Tracy. Tracy is his ticket out of the sort of social environment he doesn’t even like. If anything, you could say that Mary was his transition out.

Anyways, let’s backtrack to the bridge scene. Because Mary is the much more sensitive of the two, masking that sensitivity with her proclivity towards pretension, “Someone to Watch Over Me” works more from her perspective than it does for Isaac’s. Isaac, as aforementioned, doesn’t need to make the kind of confession that the song makes; Mary does. Considering her track record with marriage and relationships with married men, emotional connectivity is what she wants but what she is afraid of.

There’s a somebody I’m longing to see

I hope that she turns out to be

Someone to watch over me.

I’m a little lamb who’s lose in the wood

I know I could always be good

To one who’ll watch over me.

The confessional begins with the concept of continually searching and never finding love, and that lost feeling when you can’t actually find love. But the connection that Mary seems to make with Isaac seems to be the one that she thinks she’s been looking for. Isaac, hardly the virile type, is, for Mary, someone to watch over her.

Outside of that, during this scene the music plays as the two of them, on the bench (a prop which was brought to the set), they gaze at New York, bedazzled. For these two people, sometimes confused and sometimes sure of themselves, New York watches over them as their home. Ironic though it may be that New York would watch over anyone to protect them, the place and the setting is so familiar to them, so homey for them, that the conclusion is perfectly reasonable. It is a love letter to New York, as much as the use of “Rhapsody in Blue” at the beginning of the film, as much as the film itself, and as much as nearly any film Woody Allen has ever made. The lights come up and he loves New York.

The overt romanticization works with the story, the characters, and the setting well, for, as much depth and nuance as they may have, a lot of it seems like a caricature. The intellectuals in the film are stereotypes, the same kind of stereotype that Allen has used numerous times; Allen’s Isaac is his alternate persona with heightened neuroses; and the film’s black and white sheen seems to fit an era more home to the likes of Casablanca and The Lady Eve than Annie Hall or Interiors. The song itself isn’t only romantic in its notion about finding love, but also in its deep felt desire. Its musical structure, major in its key and absolutely designed to make you swoon, again, accentuates this element. SO, the inclusion of the song as a love letter to this city makes sense, and can be, itself, a romantic notion.

The Gershwin filled score of Allen’s Manhattan is one of my favorite aspects of the film. I’ve listened to the album literally hundreds of times. But it serves a greater purpose as Allen uses it for illustrating one of its main characters, thereby fleshing out dynamics, and also by working as a song pining for a place, with people, stories, and quirks from a city he loves.