“Don’t Take Your Love From Me” – Artie Shaw and Lena Horne (1941)

“Don’t Take Your Love From Me”

Composed by Henry Nemo; arranged by Artie Shaw.

Recorded by Artie Shaw and His Orchestra on June 26, 1941 in New York.

Artie Shaw, clarinet, directing: Henry “Red” Allen, trumpet; J.C.Higginbotham, trombone; Benny Carter, alto saxophone; Leo Kruczak, Kurt Dieterle, Max Silverman, Sergei Kotlarsky, Louis Edlin, Lee Kahn, Harry Urbant, Dave Norman, violins; Bernard Ocko, Sol Deutsch, violas; Lucien Schmidt, Abe Borodin, celli; Sonny White, piano; Jimmy Shirley, guitar; Laura Newell, harp; Billy Taylor and Fred Zimmermann, basses; Shep Shepherd, drums; Lena Horne, vocal.

The story: Artie Shaw’s commitment to the Burns and Allen radio show, which had begun in the summer of 1940 in Los Angeles, lasted until March 24, 1941, by which time the show (and Shaw) had moved to New York. This show was an A-level production with established vaudeville and film stars George Burns and Gracie Allen (shown at left in 1941) as its headliners, and first-rate writers. Shaw not only provided music on the show, but also was frequently involved in banter with George and Gracie. Working on the Burns and Allen show was lucrative for Artie. In addition, he received excellent promotional benefit from being presented on this popular prime-time weekly NBC radio show, and had been able to keep his band together without touring. This was a very important consideration for Shaw who, unlike many other bandleaders, had come to greatly dislike touring with a band. During the time Shaw was in California appearing on the Burns and Allen radio show, he and his band basically played at two excellent locations (the Palace Hotel in San Francisco, and the Palladium Ballroom in Hollywood), for extended periods of time.

Between the end of January and the end of March 1941, he and his band appeared at New York’s Strand Theater for a time. This was also a very profitable venture. He also made one Victor recording session in New York, on March 20. That recording session completed the two-year contract with Victor records he had signed in March of 1939 whereby he was guaranteed $50,000 for each year of the contract, as an advance against royalties. (Multiply by 15 to get the current value.) During the second year of that contract, he made a series of excellent records, several of which, including “Frenesi,” “Star Dust,” “Temptation,” and “Dancing in the Dark” were selling exceptionally well. Shaw’s actual royalties had far exceeded his guarantee in both years of his Victor contract.

When his affiliation with the Burns and Allen show ended, and Shaw’s contract with Victor Records ended, Shaw broke up his band. The previous twelve-plus months had been extremely profitable for him: he had been paid well to appear on the Burns and Allen show; he had made a feature film (Second Chorus), for which he was also well paid. All of this was in addition to the substantial sums of money he was making from Victor Records. Shaw wanted to continue working in radio, recording and films, but did not want to maintain a standing band that toured ballrooms and theaters, and played one-night stands. In the spring of 1941, while Shaw and his business advisors sorted out possible future opportunities, he elected to retreat from bandleading and performing, and live a life of the mind (but certainly not of asceticism), in Manhattan.

Shaw loved Manhattan. But despite spending most of his professional career there over the prior ten years, he had rarely had time to enjoy its unique ambiance. He had been too busy building his career. So he spent the next four-plus months in New York pursuing various musical studies in leisurely fashion, and immersing himself in New York’s cultural and night life.

He also began studying orchestration and arranging with Hans Byrns, a German émigré who had conducted the Berlin Opera. (In Hollywood, he had studied counterpoint with David Diamond, who was then a twenty-five year old composer at the beginning of a distinguished career in music.) As a part of his studies with Byrns, Artie wrote arrangements of music for The Pied Piper of Hamelin and The Emperor and the Nightingale. The Pied Piper music was eventually recorded in 1946 for the short-lived Musicraft record label. Later, a theme from this music was refashioned into a jazz original played by Shaw’s last Gramercy Five in the 1950s.

He also began to cultivate an understanding of painting, spending many afternoons at the Metropolitan Museum of Art and the Museum of Modern Art. At this time, Artie took up residence in a suite at the Algonquin Hotel (59 West 44th Street), home to many New York-based writers and actors. As one of the most eligible bachelors in America, he was seen with many beautiful women, especially at the Stork Club, one of his favorite nocturnal haunts.

Shaw also began to frequent various night spots in Manhattan that featured jazz. At some point, he heard a sextet led by trumpeter Henry “Red” Allen, possibly in a club on 52nd St., or at Cafe’ Society, the one that was on Sheridan Square in the West Village. In Allen’s band was also trombonist J.C. Higginbotham. Both of these musicians had long pedigrees in excellent bands, including the Mills Blue Rhythm band in the mid-1930s, and the Louis Russell band that backed Louis Armstrong, in the late 1930s. Artie also encountered one of the premier jazz alto saxophonists of the day, Benny Carter. Shaw, who was an alto saxophonist long before he was a clarinet virtuoso, would undoubtedly have admired Benny Carter’s excellence on alto sax.

More importantly, perhaps, Shaw encountered the stunningly beautiful singer and actress Lena Horne at Cafe’ Society. She had recently completed a very successful series of appearances with Charlie Barnet and his band. But he and Ms. Horne parted company very reluctantly after an incident in mid-April at Manhattan’s Paramount Theater where Lena’s singing, beauty and stage presence cast a powerful spell on the audience. So powerful in fact that the headliner, Dinah Shore, threatened not to appear unless Ms. Horne was removed from Barnet’s part of the show. The theater’s management sided with its star attraction. Due to a clause in Barnet’s contract with the Paramount which stipulated that the management of the theater had the final word on who appeared on its stage, Barnet, who tried to advocate for Lena, had to inform her of this exasperating development. Since she could not work with his band at this important engagement, he released her from the contract he had with her so she could work elsewhere. Within a short time, she was being presented at Cafe’ Society. Very soon after Shaw met Ms. Horne, they were involved in a relationship. (Lena Horne waits to go onstage – 1941.)

Hearing the music Allen, Higinbotham and Carter made inspired Shaw to begin preparing music for them to play, and to record. Shaw began to write a series of four arrangements for a small jazz group, plus strings and a harp.These arrangements were recorded by Victor on June 26, 1941.Two were instrumentals “I’m Confessin’ (That I Love You)” and “Beyond the Blue Horizon,” which were not issued at the time; and two were pop tune vocal features for Lena Horne, “Love Me a Little” and “Don’t Take Your Love From Me,” which were.The jazz musicians who played on these recordings, in addition to Shaw, were Benny Carter on alto sax, Henry “Red” Allen on trumpet, and J.C. Higginbotham on trombone, plus a four man jazz rhythm section.

The music: “Don’t Take Your Love From Me” was composed by Henry Nemo(*), a denizen of the jazz clubs on Manhattan’s West 52nd St., and the downtown edition of the Cotton Club, which was a big room on the top floor of a building on Broadway and Forty-Eighth, where Broadway and Seventh Avenue meet. Nemo, whose nickname was “the Neem,” was something of a hustler, and an early hipster. He was fascinated by jazz and jazz musicians, and had insinuated himself into their world. Nemo gained currency in the jazz community by co-composing the lyric to the music for Duke Ellington’s 1938 hit song “I Let a Song Go Out of My Heart,” with John Richmond and the ubiquitous Irving Mills.

How Nemo “placed” “Don’t Take Your Love From Me” with Artie Shaw is not known. But knowing his predilections, it would not be too hard to imagine him buttonholing Shaw in a jazz club, and giving him a lead sheet. However the song was placed, Artie liked it, and arranged it for Lena Horne to sing.

In 1981, Shaw recalled for writer Burt Korall what was going on musically at that time.“The charts (for the June 26 recording session) were very carefully done. Perhaps I was too careful. What resulted was something I was trying to hear. What I wanted to ascertain was what the contrast would be between essentially improvised sounds made by the jazzmen, …and the European strings.” (**) Indeed, Shaw used two bassists to play this music: Billy Taylor, formerly of Duke Ellington’s band, for the jazz rhythmic pulse, and Fred Zimmermann, from the New York Philharmonic, to provide the bottom notes for the strings. (Above right: L-R: Shep Shepherd, Billy Taylor, Sonny White, Shaw, Jimmy Shirley – at the June 26, 1941 Victor recording date.)

The brief introduction employs both the jazz front-line and then the  strings. Trumpeter Henry “Red” Allen gently plays eight bars of melody, using a cup mute.The strings return with the next phase, followed by a bit of Jimmy Shirley’s melodic guitar. Note how Shaw uses both the jazz instruments and the strings, together and separately, as a background here. Clarinetist Shaw confines himself to only eight bars of solo playing against a counterline played by the strings. There follows a spot of piano played by Sonny White.The modulation, in which again Shaw utilized the horns and strings in a perfectly balanced fashion, ushers in Ms. Horne’s delightfully understated vocal chorus. Once again, Artie has crafted a delicate and cohesive background for Ms. Horne’s singing using both the jazz horns and the strings. His writing here is is both sensitive and illuminating. This is a well integrated arrangement that shows that Shaw had definitely grown in his ability to creatively fashion music as an arranger. His recent studies had paid off.

This recording was digitally remastered by Mike Zirpolo.


(*) From Wikipedia: Henry Nemo (1909–1999) was a musician, songwriter and actor in Hollywood films who had a reputation as a hipster and was sometimes referred to as the “creator of jive.” He showcased some of this “jive talk” in a bit part as “The Neem” in the 1947 movie Song of the Thin Man(Pictured at right: Henry Nemo – 1941.)

Nemo’s rare collection of jazz memorabilia documents 1930s music and his days at the Cotton Club.  In Nemo’s historical collection are original photographs which he took at the Cotton Club, plus Cotton Club memorabilia, and a 1939 telegram from Ellington to Nemo written in jive talk. In 1941, Nemo formed his own 19-piece band. The group featured four Chinese women as singers. Playing on his nickname, “The Neem,” the band’s slogan was “Hit the Beam With the Neem.”

Nemo’s first hit composition was “I Let a Song Go Out of My Heart” (1938), for which he co-wrote the lyric with Irving Mills and John Redmond, with music by Duke Ellington. He also composed the pop song standards “Don’t Take Your Love From Me” and “‘Tis Autumn“, both published in 1941. He also composed the incidental music and lyrics for the 1959 Broadway production of Saul Levitt’s play The Andersonville Trial, directed by José Ferrer, and starring George C. Scott.

Nemo teamed with numerous music industry music celebrities, including Frank SinatraDuke EllingtonMildred Bailey and Tommy Dorsey and Artie Shaw, who recorded his song “Don’t Take Your Love from Me.”  During his seven decade career, Nemo lived in Los Angeles and New York.

(**) The Complete Artie Shaw, Volume V, 1941-1942; Bluebird AMX2-5576 (1981).

Related Post


  1. As a teenager I skipped school to hang out at the Jazz clubs in NYC. Through this and other of Mike’s articles I get to understand in a deeper way what I watched sneaking into clubs as an under age kid. There are many parallels to the music business of the 1970’s and 1980’s that I worked in especially the difficulty that touring presents and the fact that many Artists try to get off that “one night stand” circuit which is expensive and debilitating, The modern version of the radio show of the 1940’s may turn out to be ROKU and other streaming TV platforms now looking for original content but will they find Artist’s as great as Artie Shaw or Lena Horne? Will the songs be as memorable and as
    carefully written and arranged? I can only hope so but I’m not optimistic. Thanks for another great article.

  2. Back in the 1980 Henry Nemo visited my house a number of times for film screening. We talked at length about a series of SOUNDIES which included his writing and singing talents, and about his involvement with Duke Ellington. What I recall most vividly, however, is the fact that Nemo used the work “fuck” more frequently than anyone I had ever known in my life.

  3. Whatever physical attraction Shaw had for Lena Horne, he apparently did not hold her in high regard as a singer. During a panel discussion at the Long Beach (CA) Jazz Symposium on May 25, 1996 (which I attended), Shaw stated, that in his opinion, her main attributes were her looks and that she sang in tune. During the same discussion, Shaw also stated that he didn’t think Billie Holiday was a very good singer and that he had fired Buddy Rich because he played too loud and wouldn’t shut up while the band was performing!

    • Michael this is disappointing news but gives credence to the reputation Artie had as an ego maniac. Sadly talent does not necessarily mean an Artist has common sense or civility. I can tell you that from first hand experience. I never saw Lena live but enjoyed her work and I assisted in the production of a Buddy Rich concert at Rutgers many years ago when I was a student there. Even late in his career Buddy was spectacular.

  4. Yes Artie Shaw could be quite difficult. Lots of times he would put down performers whom he thought had slighted him or just bc he could be harsh. My dad was with him from the time of his first band which had a string quartet to November 1939. He arranged with Shaw – Billie Holiday’s only song recorded with Artie Shaw. He also arranged Begin the Beguine among many others before Shaw quit in November 1939 and went to Mexico. My Dad then became arranger for Glenn Miller. Interestingly enough George Burns in “O God” would mention “String Of Pearls by Jerry Gray”. I have always thought that it was cool that this song was on God’s top 10!! Great article above as always!! Fantastic information! al gray

    • You certainly had a very talented Father!! I only wanted to make a brief comment about Billie Holiday and Artie’s comment about Lena Horne’s singing ability stating that at least “she sang in tune” which is what I would call a “left handed compliment” and shows the conflict that often existed between the bands of that time period and vocalists who worked for them. Vocalists of that time were band members and as such were expected to follow the script placed in front of them. There are still those folks today who do not understand the differences between a Jazz singer and a straight ahead standards singer. While Billie Holiday often left the melody to convey the meaning of the song as she felt it, her style and performances were often unforgettably touching and musical. Lena while being a more straight ahead vocalist nevertheless added her own personality and talent in a very pleasing way. I always admired Sinatra for taking the time to credit arrangers and composers in many of his shows in Las Vegas and its unfortunate that many band leaders of that era did not return the compliment and recognize the contribution of the vocalists that worked for them.

  5. Oh Boy. Trying to talk about Artie Shaw’s personality, especially in his later years, is difficult. I think that the most helpful way to look at the pronouncements he made in his dotage is to regard them skeptically. Shaw was not scrupulous in reviewing history and facts before he expressed opinions. Moreover, he was often contradictory in what he said. Fundamentally, in his last years, Shaw got attention by saying inflammatory things. Trying to unscramble fact from fiction in Shaw’s statements is something I have written about. But now, some fourteen years after his death, I have placed my focus not on various remarks Artie Shaw made, but on the wonderful music he made. That is Shaw’s true legacy.

    Some years ago, a biography of Shaw was published. It is far from definitive, but for those who are interested in Shaw, it is worth reading. I wrote a review of it, which is published at Amazon.com Here is a paragraph from that review:

    “The crux of that inquiry (who was Artie Shaw?) is as follows. Shaw was an only child. His mother Sarah Straus, an Austrian Jewish immigrant, by all accounts, was an insecure and manipulative woman. His father Harry Arshawsky, a Jewish immigrant from Odessa, Russia, was largely baffled by life in America, and was insensitive, but not malicious. Shaw’s parents appear to have been mismatched, so there was constant marital discord in the home young Arthur grew up in. Early on, Shaw’s mother became suffocatingly protective of her only child, and marginalized her husband from their son by spoiling young Arthur. This process was later exacerbated by Harry’s dislike of his son’s obsessive and unending squeak-filled saxophone practice sessions, which Sarah tolerated. Soon, it became a situation where Sarah and Arthur were aligned against Harry, who was endlessly vilified by Sarah to Arthur. Soon thereafter, Harry departed. From that time on, it was Sarah and Arthur against the world (and against Harry). She inculcated in Arthur, who as a Jewish son of foreign parents in an American Christian world (in early twentieth century America), and who had developed a severe inferiority complex, with the idea that he was as good as anybody, indeed he was better than anybody, and that if he was challenged, he had to fight back and show them. This was the source of Shaw’s arrogance, his insufferable pedantry, the mile-deep chip on his shoulder, and his inability to trust anybody. It was also the source of his obsessive drive for perfection, first as a saxophonist/clarinetist, later as a bandleader and jazz virtuoso.”

    If anyone wants a PDF of the complete review, please send me an email at mzirpolo@neo.rr.com and I will email it to you.

  6. The comment above by Larry Glickman refers to a “talented father.” The talented father referred to is Albert Gray’s father, Jerry Gray, one of the most brilliant arrangers of the swing era. (See Al’s comments above.)

  7. I met aj gray at the annual glenn miller festival in Clarinda iowa. there was a brief discussion about the method that his father employed in arranging using sheets of paper side by side in a mathematical formula. maybe based on dr. schillinger? anyone know about this? tom Rupert [ friend of dennis spragg]

Leave a Reply

This site uses Akismet to reduce spam. Learn how your comment data is processed.