Music written by Harold Arlen, lyrics by E.Y. "Yip" Harburg. Somewhere over the rainbow, way up high There's a land that I heard of once in a lullaby Somewhere over that rainbow, skies are blue And the dreams that you dare to dream really do come true Someday I'll wish upon a star and wake up where the clouds are far behind me Where troubles melt like lemon drops high above the chimney tops That's where you'll find me Somewhere over the rainbow, bluebirds fly Birds fly over that rainbow Why, oh, why can't I? If happy little bluebirds fly above the rainbow Why, oh, why can't I?