Stanley Donen had heard and been charmed by the "Baby Elephant Walk", so he decided to phone Mancini from London to tell him about his current picture. Donen had been directing famous musical films throughout the 1950s and he now intended to put his own slant on a Hitchcock-like thriller and he wanted a strong melody in the background score.
As Henry Mancini became a friend of Audrey Hepburn in Breakfast at Tiffany's, he composed the song for Charade thinking of her as he said: "Our next film together was 'Charade' in 1963. Stanley Donen directed Peter Stone's screenplay. There is a scene in the movie where Audrey returns from a happy winter holiday to her Paris flat to find it stripped of everything of value. Bare floors and the walls are all that remain. Her loutish husband had absconded with all of her worldly goods. She enters the dimly-lit apartment with her suitcase and surveys the scene. Her feelings are of sadness, loneliness and vulnerability. To me, it translated into a sad little Parisian waltz. With that image of Audrey in my mind, I went to the piano and within less than an hour 'Charade' was written. I played it for Audrey and Stanley. Both felt it was just right for the movie. Johnny Mercer added his poetry, and the song was nominated for an Oscar that year".
When we played our charade We were like children posing Playing at games, acting out names Guessing the parts we played
Oh what a hit we made We came on next to closing Best on the bill, lovers until Love left the masquerade
Fate seemed to pull the strings I turned and you were gone While from the darkened wings The music box played on
Sad little serenade Song of my heart's composing I hear it still, I always will Best on the bill, Charade