“Begin the Beguine” (2004) Sheryl Crow – from the film “De-Lovely”


I have previously posted here at swingandbeyond.com Artie Shaw’s classic 1938 recording of Cole Porter’s “Begin the Beguine.” Since 1938, dozens, perhaps hundreds of artists have recorded “Begin the Beguine.” Few of those recordings have approached the Shaw version (masterfully arranged by Jerry Gray), for sheer musicality. When I find any performance of a classic song that I think is worthwhile, I want to share it, and thanks to this blog, I am able to do that. I am therefore posting a very unusual version of “Begin the Beguine” here. I will eagerly await your reactions to it.

Cole Porter – composer and poet – 1935.

Although I am a devotee of classic cinema, I have found fewer and fewer current or recent films that have whatever it takes to hold my attention, much less provide me with an enjoyable cinematic experience. Some years ago, for reasons I cannot recall now, but probably because of my love for the music of Cole Porter, I decided to see the film De-Lovely. It had been reviewed a number of times before I saw it, and the nub of those reviews was that it was a dramatic story about the life and work of one of the greatest composers and lyricists in American music, Cole Porter. I was favorably impressed by almost everything about the film. It was beautifully photographed, well acted by Kevin Klein as Cole Porter and Ashley Judd as his wife Linda. I thought that the film’s director, Irwin Winkler, used many of Porter’s greatest songs, which are timelessly attractive, very effectively to highlight various dramatic episodes in the film.

Porter’s wife, muse – and stabilizer: Linda Lee Thomas.

In one sequence, which depicted a particularly dark time in Porter’s and Linda’s lives, Winkler used “Begin the Beguine,” sung most beautifully by Sheryl Crow, to point up what was happening in the film’s narrative at that moment. To me, it was remarkable how emotionally specific the lyric was to that part of the story. But what was even more stunning, was the actual sound of the music. Even though I had heard many recordings of “Begin the Beguine” prior to hearing it performed in the film De-Lovely, I had never heard it performed as it was in that film. I must compliment the music director for the film, Stephen Endelman, for his marvelously evocative arrangement, and Sheryl Crow for the fine musicianship she displayed throughout this performance.

Here is Cole Porter’s lyric for “Begin the Beguine.” It at first evokes images of a warm, tropical paradise, where two people meet, dance, fall in love and enjoy “moments divine” and “rapture supreme.” Then there is an abrupt emotional pivot: “The clouds came along to disperse the joys we had tasted…”  When this line, and those that follow it, are sung by Ms. Crow as a counterpoint to the scenes of Cole and Linda on the screen, the effect is to heighten the drama.

When they begin the beguine
It brings back the sound of music so tender
It brings back a night of tropical splendor
It brings back a memory ever green

I’m with you once more under the stars
And down by the shore an orchestra’s playing
And even the palms seem to be swaying
When they begin the beguine

To live it again is past all endeavor
Except when that tune clutches my heart
And there we are, swearing to love forever
And promising never, never to part

What moments divine, what rapture serene
The clouds came along to disperse the joys we had tasted
And now when I hear people curse the chance that was wasted
I know but too well what they mean

So don’t let them begin the beguine
Let the love that was once a fire remain an ember
Let it sleep like the dead desire I only remember
When they begin the beguine

O yes, let them begin the beguine, make them play
Till the stars that were there before return above you
Till you whisper to me once more: “Darling, I love you!”
And we suddenly know what heaven we’re in*

When they begin the beguine

*This verse was not sung by Ms. Crow.

Eventually, I acquired a DVD of the film, watched it a number of times, and watched the extra commentary that is included on the DVD about how the film was made. Most illuminating were the comments of Stephen Endelman, who wrote the arrangement of “Begin the Beguine” that Sheryl Crow sang in the film. His arrangement of the song, unlike the original Porter composition, is in a minor key. That caused the classic melody to be somewhat different, and the harmony supporting the melody to be completely different, from the original. The mood evoked by this music is dark, indeed somber.

I have stated previously on this blog that in my opinion, the three greatest poets to write lyrics for American Popular songs, were Johnny Mercer in his later years, Lorenz Hart, and Cole Porter. Porter’s lyric for “Begin the Beguine” is one of many examples of his poetic approach to lyric writing. But only one of these lyricists, Cole Porter, wedded his lyrics solely to the music he composed which, in the case of “Begin the Beguine,” is also brilliant.

Cole Porter – mid 1930s.

My opinion is that the unorthodox use of “Begin the Beguine” in the film De-Lovely is wonderfully successful, both musically and cinematically. It also proves that the music and lyric of Cole Porter in this song are so strong that they can be reinterpreted in this way, yet not lose their intrinsic beauty and attractiveness. Indeed, they take on new and unexpected poignance.

Of course, my opinions are far from universally agreed upon. Others have viewed these alterations of “Begin the Beguine” as musical vandalism. Be that as it may, this type of musical adaptation is hardly new.

Deryck Cooke, in his book Gustav Mahler: An Introduction to His Music, p. 35: “In the D minor third movement (of Mahler’s First Symphony), the pastoral world is invaded by Death the annihilator, portrayed with grotesque irony as a spectre in some eerie fairy tale. . . . Mahler makes a sinister funeral march out of a children’s nursery tune, the German variant of “Frere. Jacques’—‘Brother Martin, are you sleeping?” 

This citation and the sentences that follow appeared recently in a lecture a good friend of mine, M.J. Albacete, gave on Mahler’s life and music.(Mahler’s life was every bit as tragic as Cole Porter’s.) “Another example of a characteristic unique to Mahler is his juxtaposition of joy and tragedy, as we find in the First Symphony (third movement).  Imagine the surprise—and perhaps even the shock—when his audience at the first performance in Budapest on November 20, 1889, heard the use of a popular children’s refrain, ‘Bruder Martin,’ or as we know it, ‘Frere Jacques,: ‘Are you sleeping, Brother John? played in a minor mode in the tempo of a funeral march!  What else could this represent other than the suggestion of a child’s death, with which Mahler was so familiar?'”

For the sake of accuracy, Mahler has the wrong name for the children’s tune: It is actually “Bruder Jakob.”

All information about Gustav Mahler above was generously provided by M.J. Albacete.


Here is a link to the most popular recording of “Begin the Beguine” of all time:


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  1. Sheryl Crow performed a beautiful rendition of this song. I haven’t heard this song in over 50 years. It reminded that my dad always said it was his favorite song ever. He was 22 in 1938. Thanks for sharing, Michael.

  2. Mike I agree with all your points concerning the decline of the Cinema today and I have quite a collection of movies from the 1930’s and 1940’s. I also agree that the arrangement is interesting and unique and the staging brings back memories of a classier age. OK here is where I differ a bit. I have worked with countless vocalists live and in groups, in Hollywood and all over the planet and had A&R responsibilities at two labels and my own company. In those days I always liked Sheryl Crow in the pop/folky niche she occupied.

    But my issue is that casting the right singer for the song in Hollywood is always about “visibility” and the contribution that the “name” of the singer will bring to the gross of the film and that counted when choosing Sheryl. “Begin the Beguine” is one of the most difficult songs to sing because of the range. Sheryl goes all out including a final drape on the piano (which seemed to me a “Julie London” imitation) and her voice was not strong enough in the high ranges.

    While this a more classic version the vocal is much more to my standards. Ella Fitzgerald with Buddy Bregman & His Orchestra – Begin The Beguine (Verve Records 1956) https://www.youtube.com/watch?v=boJ2RZ545Ik

    With that said still fun to watch.

  3. I saw the movie on DVD and noted the song being sung in minor. I wonder if Sheryl Crow was familiar with the tue before she sang it in the movie. Attempting to sing a song that one knows very well and changing it from major to minor is not easy although the best can do it. (As I wrote this the line “But how strange the change from major to minor” from “Ev’ry Time We Say Goodbye” popped into my head.) I have to admit that being that “Begin the Beguine” is such a long song that after all the depressing minor music I would have liked the song to go major when they went to “Oh yes, let them begin the beguine, make them play”. it would have destroyed the mood but by then I was more than ready

  4. I couldn’t dislike Sheryl Crowe’s version of “Begin the Beguine” any more vehemently if I tried. America’s greatest composer of popular music did not write it in a minor key. Porter wrote approximately a thousand songs. Why not ruin one of the more obscure instead of that gem. The film’s acting was passable, the singing mostly forgettable, and in Crowe’s case criminal. Would you draw a mustache on the Mona Lisa? I rest my case.

  5. Sorry to disagree with Leya Kebos concerning Begin the Beguine being turned into a minor key song but I was impressed with Sheryl Crow’s performance. If she was familiar with the original song then I am even more impressed. This ranks somewhat close to Jo Stafford singing songs out of time and sharp or flat as Darlene Edwards. Ms. Crow does not have the sweet kind of voice that is better suited to the Great American Songbook but that can be said for a lot of pop singers these days. She hit all the notes and held them. As for changing the song to minor, I see no problem with that. These songs are meant to adapted. It is said that Richard Rodgers was furious that Peggy Lee and others sang “Lover” in 4/4 since it was written as a waltz. I have heard other songs changed in this way. Jazz pianist Johnny Guarnieri used to take all kinds of great songs and perform them in 5/4. Jethro Tull adapted “We Three Kings” to “We Five Kings” by changing the key signature. BTW If one wants to be offended by an interpretation of a great song try listening to Janis Joplin’s version of the great Rodgers and Hart standard “Little Girl Blue”. I was in a bar 50 years ago and someone played it on the jukebox. Just terrible. The bartender kept asking people to play it over and over.

    • When songs and various renditions of any piece of music are bandied about like two arguing drunks after a few beers at a ball game you can be sure you missed what music is all about. How many great songs have been sung over and over by great vocalists? More than anyone can count and there will always be someone so excited by the music that they will try to add their version. You can pick your preference and even explain why you enjoyed the performance or found one that moved you more, but shouting to the world that you know how to rate performances is a fools game. I teach now and have been performing since I was 6 years old and I have always learned something from every performance and respected the effort.

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