“Blues in the Night” (1941) Artie Shaw and Hot Lips Page

“Blues in the Night”

Composed by Harold Arlen (music) and Johnny Mercer (lyric); arranged by Lennie Hayton (*).

Recorded by Artie Shaw and His Orchestra for Victor on September 2, 1941 in New York.

Artie Shaw, clarinet, directing: Steve Lipkins, first trumpet; Aniello “Lee” Castaldo (later Castle), Max Kaminsky, Oran “Hot Lips” Page, trumpets; Jack Jenney, first trombone; Ray Conniff, Morey Samel, trombones; Les Robinson, first alto saxophone; Chuck DiMaggio alto saxophone; Mickey Folus, Georgie Auld, tenor saxophones; Artie Baker, baritone saxophone. (All saxophonists doubled on B-flat clarinet except Folus, who doubled on bass clarinet); Johnny Guarnieri, piano; Ed McKinney, bass; Mike Bryan, guitar; Dave Tough, drums. (The girl vocalist initially was the lovely Bonnie Lake who was then married to trombonist Jack Jenney.) Violins:Leo Persner, Bernard Tinterow, Raoul Poliakine, Leonard Posner, Max Berman, Irving Raymond, Bill Ehrenkranz, Alex Beller, Truman Boardman; Violas: Morris Kohn, Sam Rosenblum, Leonard Atkins, Celli: George Taliarkin, Fred Goerner, Edoardo Sodero.

(*) This arrangement may also have been written by Bill Challis. See comment of Alan Matheson below.

The Story:

What does it take to create something that almost immediately becomes a part of the fabric of American popular culture? In the case of the great song “Blues in the Night,” it took several components that were, in 1941, rather ordinary, and then some that were unique.

The ordinary components were a rather dreary B-grade Warner Brothers Hollywood film initially called Hot Nocturne, with a cast that included a bevy of B-grade actors: Priscilla LaneRichard WhorfBetty FieldLloyd NolanElia Kazan, and Jack Carson. Kazan, a refugee from the New York Group Theater (antecedent to the Actors Studio), optioned an unproduced play by Edwin Gilbert called Hot Nocturne and began retooling it for Broadway. He eventually sold the rights to Warner Brothers, who gave the script to Robert Rossen to complete. After initially retitling it New Orleans Blues, the studio named it after its principal musical number, “Blues in the Night,” which had become a popular hit before the film was released. (See below.) Kazan agreed to give up his screenwriting credit and appeared as a clarinetist in the film. He later remarked that after acting in the film he became convinced he could “direct better than Anatole Litvak,” the film’s director. (Kazan was indeed to become a great director. One of his best films is On the Waterfront, in which Marlon Brando headed a stellar cast that included Eva Marie Saint, Rod Steiger, Lee J. Cobb, and Karl Malden.) The film Blues in the Night was released on November 15, 1941. It is a hopeless hodgepodge that critics largely skewered. Hollywood columnist Fred Othman named it “the worst musical of the year.” Donald Kirkley of The Baltimore Sun called it “a bizarre…screen oddity.”(1) There is one small compensation for watching this film however: Jimmie Lunceford and His Orchestra appear in it briefly.

The unique parts of this story are the composers of the song: Harold Arlen, music, and Johnny Mercer, lyric. These two are among the greatest talents to contribute to the American Popular Song tradition. Mercer was known to be something of a gadfly as a collaborator before he and Arlen partnered in 1941. He had worked with Hoagy Carmichael, Richard Whiting, Harry Warren, and had a big hit recasting trumpeter Ziggy Elman’s “Frahlich in Swing” into “And the Angels Sing,” while he was working with Benny Goodman’s band on the Camel Caravan radio show in 1939.

The historical record is full of references that in their magical musical partnership, Arlen wrote the music first, then Mercer wrote various lyrics, usually multiple sets of them. In listening to “Blues in the Night,” I am struck by the rhythmic quality of Arlen’s melody. Mercer recalled: “Harold is probably our most original composer; he often uses very odd rhythms, which make it difficult and challenging for the lyric writer.”(2) In addition, Arlen was, with George Gershwin and Duke Ellington, the most jazz-oriented of the great composers whose work makes up the American Popular Song tradition. He had an especially remarkable feeling for the blues. (Above right: Harold Arlen and Johnny Mercer – 1941.)

After Arlen played the melody he composed for Mercer for the first time, Mercer went away, and returned several days later with about four different sets of lyrics. Mercer sang them as Arlen played the accompaniment on piano. Mercer started by singing the set that began: “I’m heavy in my heart. I’m heavy in my heart.” They proceeded through the first set of lyrics. Arlen knew that that opening line was not right for the song. He then asked Mercer if he could look at the other sets of lyrics he had written. When he reached the set that began: “My mama done tol’ me…” he knew that he had exactly the opening line the song needed. The rest of that set of Mercer’s lyrics were also brilliant, full of vivid imagery. Arlen liked that set of lyrics so much that he asked Mercer if they should change the title of the tune from “Blues in the Night” to “My Mama Done Tol’ Me.” Mercer was adamant that they should not.(3) A classic song had been born.

Somehow, and I have no documentary information on how this happened, Artie Shaw got a line on “Blues in the NIght” in August of 1941, well before most other recording artists.(4) (My informed speculation is that Johnny Mercer, whom Shaw had worked with the previous summer on the Paramount film Second Chorus [Shaw was yet another Mercer collaborator], contacted him after he learned that Shaw was forming a new band, and had already hired the great blues singer and trumpeter Oran “Hot Lips” Page. He then pitched the song to Shaw as an ideal vehicle to showcase Page’s singing and trumpet playing.) If that is what actually happened, Mercer’s judgment was perfect. (Above right: Oran “Hot Lips” Page – 1941.)

Artie Shaw’s commitment to the NBC 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. 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), each 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. (Above left: Artie Shaw plays with his band in late 1941. Behind him in the saxophone section L-R: Artie Baker, Mickey Folus, Les Robinson and Georgie Auld.)

When his affiliation with the Burns and Allen show ended, and Shaw’s contract with Victor Records ended, Artie 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. But people in the music business had other ideas.

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. Many big offers came his way, including lucrative weeks at top theaters. Ballroom operators across the nation clamored for Shaw. While all this went on, he studied music and went to many art museums in Manhattan during the day, and squired beautiful women to jazz clubs and Broadway shows at night. Some time in the spring of 1941, he signed a new contract with Victor Records. The ongoing big sales of the records he had made for Victor in the previous three years placed him in a strong bargaining position. His new Victor contract allowed him some leeway in deciding what music he would record. This development, plus the ongoing demand for him to meet his fans in-person across the nation, impelled him into organizing a new band.(Above right: Shaw carried a portable typewriter with him when he toured so he could record his impressions.)

After Shaw completed a Victor recording session on June 26, 1941 with an ad hoc band of musicians, he began the process of organizing a new standing band, one that he would definitely tour with. Selecting the various musicians who would eventually make up the band, and then starting to rehearse with them was something that Shaw genuinely enjoyed. This band would be the largest of his career: thirty-two musicians, plus a girl singer. The instrumentation was five saxophones instead of the four he had used previously, three trombones, four trumpets for the first time, a four-man rhythm section, and a fifteen-man string section. Shaw wanted the strings to play a more integral part in the music than they had in his prior orchestra. His management team decided to bill this orchestra as: Artie Shaw and His Symphonic Swing. But this was no symphony orchestra: it was a strongly jazz-oriented big band that swung. The rhythm section, headed by drummer Dave Tough, with strong support from pianist Johnny Guarnieri, bassist Ed McKinney and guitarist Mike Bryan, could be explosive.

With this orchestra Shaw continued using arrangements by Lennie Hayton, William Grant Still, and Ray Conniff. He also contacted arranger Bill Challis, who like Hayton and Still, had worked previously for Paul Whiteman, and began commissioning arrangements from him. A bit later, avant guard arranger Paul Jordan joined this stellar organization.

Shaw rehearses at Nola Studio – August 1941. L-R front: Artie Baker, Mickey Folus, Chuck DiMaggio, Les Robinson, Georgie Auld; back: Morey Samel, Jack Jenney, Ray Conniff, Hot Lips Page.

As usual, Shaw threw himself into the project completely. At Nola Studios in Manhattan, he rehearsed the various sections of the orchestra separately at first, then together.The September 1, 1941 issue of Down Beat reported: “During his recent rehearsals it has been a common sight to find him busy with the string section as early as 10:00 a.m. Along about 6 p.m., some eight hours later, he’s still there at Nola’s working with the saxes or brass. When Artie asks for something, he gets it. The guys who blow the horns like his way of doing things, his musicianship, and his ideas. Shaw gets discipline without ever asking for it; without flashing a ‘death ray’ at the sidemen.”(5)

Shaw’s first recording date with his new orchestra was productive: six sides were mastered. Clearly, Victor Records wanted some new “product” from Artie Shaw. Among the tunes recorded that day, Shaw and Lennie Hayton collaborated on arrangements for two brand-new Harold Arlen-Johnny Mercer songs from the film Blues in the Night. The title song, as hoped, turned out to be a perfect showcase for the singing and trumpeting of Hot Lips Page. The other song, “This Time the Dream’s On Me,” sung by Bonnie Lake, was and remains a “sleeper,” though a lovely one.

 Artie Shaw and some of his sidemen take a break on the Steel Pier in Atlantic City, New Jersey – early September 1941. L-R: Hot Lips Page, Shaw, Max Kaminsky, Ray Conniff, Steve Lipkins and Morey Samel.

On September 6, the new Shaw Orchestra appeared at the Marine Ballroom on the Steel Pier at Atlantic City, NJ, a prime booking. This was Shaw’s first appearance at a major dance emporium in the East since November of 1939, when he left his band at New York’s Hotel Pennsylvania. Shaw fans turned out in droves. Indeed, this orchestra appeared before SRO audiences on almost all of its subsequent tour dates.

A broadcast recording from the Steel Pier date reveals that this orchestra, like all Shaw bands, was highly disciplined, played a variety of music, and was capable of intense swing. At the heart of the band’s swinging rhythm section was the dynamic drummer Dave Tough. Tough was not a soloist, and his playing was often deceptively simple. But it was tremendously supportive of whatever was going on in the orchestra at any given time. His perceptive, imaginative playing behind ensembles and soloists was at the very apex of jazz drumming. He was the favorite drummer of literally hundreds of musicians who worked with him in many bands during the swing era.

After the Steel Pier engagement, the Shaw orchestra began an extensive tour, lasting until September 27, which would cover many eastern states and two Canadian provinces. The tour was to have continued into the South, but owners of venues there lodged objections to Hot Lips Page appearing in the orchestra with the other (white) musicians. Shaw cancelled over thirty dates because of this, and his booking agent, General Amusement Corporation, had to scramble to quickly fill the holes in the band’s itinerary. Eventually, a string of dates through the Midwest was put together for most of October.

The Shaw orchestra arrived in Chicago on October 30 for a Victor recording date (at the studios Victor then had in the Merchandise Mart – see endnote 8 below for a dissenting opinion), and a stand at the Chicago Theater which began the next day. By this time, Paula Kelly, who had had some excellent experience with Glenn Miller before joining Shaw, had replaced Bonnie Lake as the orchestra’s girl singer. Austin Wylie, the Cleveland bandleader for whom Shaw worked when he was still a teenager, was now serving as his road manager. Otherwise, there were no changes in personnel in the 32 man orchestra. The musicians were quite contented, despite the constant travel. As trumpeter Max Kaminsky, who though he played some jazz solos in this orchestra was not a featured soloist, reported, “Artie was bigger than ever. People followed his bus and swarmed in to collect autographs wherever it stopped. …We were all paid wonderful salaries for those days. In fact my kingly $175 a week was the most money I had ever made up to then…” (6)  (We must multiply by fifteen to get the value of 1941 dollars today.)

The music:

Clearly, this arrangement on “Blues in the Night” is intended to shine the spotlight on the singing and trumpet-playing of Oran “Hot Lips” Page (1908-1954). (Artie Shaw’s clarinet is heard only briefly.) Page was the man Shaw would feature in this orchestra. A dynamic performer and stage presence, Page was little known to mainstream (white) audiences in 1941. He was nevertheless a magnificent individual jazz soloist, and one of a handful of great jazz and blues singers. He started his professional career at age 12 by touring with various acts. During this apprenticeship, he backed blues singers Ma Rainey, Bessie Smith and Ida Cox. He listened to these seminal performers, and learned. By 1928, he was in the band led by bassist Walter Page (no relation) called the “Blue Devils.” Eventually, many of the “Blue Devils,” including Page and Page, Count Basie, Eddie Durham and Jimmy Rushing landed in Kansas City, in the band led by Bennie Moten. After Count Basie became a bandleader (in 1936), Page appeared as a specialty act with Basie’s embryonic band at the Reno Club in KC. (Right: Hot Lips Page – his singing and trumpet playing were a great combination for swing era audiences.)

In 1936, Louis Armstrong’s manager, Joe Glaser, was scouting talent he could use as an alternative act to Louis. He traveled to Kansas City, listened to and watched Page perform, and signed him immediately. Glaser then, over the next five years, proceeded to try to make Hot Lips Page into another Louis Armstrong. This was a mistake because there was only one Louis Armstrong, and no one else could ever be him. The same could be said for Hot Lips Page. (Left: Hot Lips Page and Artie Shaw, fall 1941. Their musical relationship was win-win.)

It was fortuitous for Page’s career development that Artie Shaw approached Joe Glaser to hire Page as the featured performer in his new 1941 band. A deal was made, and Page reported to Shaw’s first rehearsal on or about August 15. Recognizing Page’s strong individual musical personality, Shaw made it clear from the beginning that he wanted Page to be himself. This liberated Page, who performed brilliantly for the five months he was with Shaw. (This great orchestra was an early victim of the entry of the US into World War II. Shaw disbanded it after he completed all of the commitments he had on December 7, 1941.) After Hot Lips Page’s tenure with Artie Shaw, he was a bona fide musical star who had a successful career until his untimely death in 1954 at age 46.

“Blues in the Night” does not conform strictly to the twelve bar blues format. It is 58 bars long. “The form of the chorus (main body of the song) is: A (twelve measures), B (twelve measures), C (8), C-1 (8), whistle section (2), A (12), humming (2), ending (2).” (7) Page handles every nuance of “Blues in the Night” as though they were created especially for him. His brilliant trumpeting and blues-drenched singing fit this song perfectly. This recording became a hit, and then over time, “Blues in the NIght” became a standard. Page sang and played it for the rest of his career. Audiences demanded it.

This recording was digitally remastered by Mike Zirpolo.


(*) The notes that follow are in The Jazz Discography by Tom Lord:  “Arrangement of mx. 067735-2 previously credited to Lennie Hayton, now identified by Bill Challis expert Alan Matheson. The Mosaic MD7-244 [CD] credits Shaw and Hayton as arrangers for “Blues in the Night”. However, Bill Challis is the arranger as identified by Alan Matheson.” If anyone in addition to Mr. Matheson has any information as to who arranged “Blues in the Night” for Artie Shaw, please post a comment below.

(1) Condensed from the Wikipedia article on the film Blues in the Night.

(2) Portrait of Johnny …The Life of John Herndon Mercer, by Gene Lees (2004), 141-142.

(3) Skylark …the Life and Times of Johnny Mercer, by Philip Furia (2003), 126-127.

(4) Woody Herman recorded “Blues in the Night” for Decca on September 10, 1941; Jimmie Lunceford recorded it on December 22, 1941, also on Decca; Benny Goodman made a sextet recording of it with Lou McGarity and Peggy Lee singing, for Columbia on December 24, 1941.

(5) Down Beat, September 1, 1941, article written by Dave Dexter, Jr.

(6) Jazz Band – My Life in Jazz, by Max Kaminsky and V.E. Hughes, Da Capo Press, Inc. (1963), 125.

(7) American Popular Song …The Great Innovators 1900-1950, by Alec Wilder (1972), 272.

(8) Here are the thoughts of Victor expert Joe Knox on where the October 30, 1941 Artie Shaw recording session took place: “I question the assignment of Shaw’s Chicago Victor session to the Merchandise Mart. That venue holds for Chicago recordings circa 1932-34, but after about November 1934 the studios (Chicago studios A, B and C) were at 445 N. Lake Shore Drive (that address appears to be consistent well into the 1950s if not longer). I’m aware that Steven Lasker has quoted the Merchandise Mart address for post-1934 Duke Ellington Chicago sides. Discogs.com states “…RCA’s Chicago studios had at least two different locations in its history. The first, from circa 1935 through April 1969, was at 445 North Lake Shore Drive in the Navy Pier section; then after that, they moved to a new location at 1 North Wacker Drive in the Loop. …” Broadcasting annuals 1935, 1936 and 1937 do list the Merchandise Mart address (Suite 1143), but the 1939 and 1940 annuals show the Lake Shore Drive address. The Feb.-March 1940 RCA Recording Department manual doesn’t show an address for the Chicago studio (but the PDF copy found online specifies the address of the Hollywood studio for which that copy was originally issued). John Bolig shows the Shaw session was in Studio A, and the studio sound seems to agree.

Related Post


  1. Thanks for this fascinating post. By the way there’s a nice version of This Times the Dreams on Me by June Christy on her Something Cool album. I don’t know if it’s been recorded by anyone else.

  2. Mike, this is fantastic; so detailed. Many things about Artie I did not know, and I did a 13 part radio series on Artie, whom I knew well. So, after 44 years as a dedicated jazz/swing broadcaster, I learn from you!

      • Ray, Henry’s series on Artie Shaw is different from the 13 part series called “The Mystery of Artie Shaw.” Through the generosity of someone about 15 years ago (I have forgotten who), I received a complete copy of “The Mystery of Artie Shaw,” produced in 1998 by Ted Hallock, and broadcast over KBOO Portland, Oregon in December of 1998. It is wonderful. Ted interviewed Artie in the fall of 1998 for this series. Artie, at age 88, was still feisty, combative and opinionated. Although there are many wonderful recollections and anecdotes by Shaw in this production, I learned long ago that it is always good practice to double-check questionable assertions made by Maestro Shaw five decades-plus, after events transpired.

  3. Hello there, Mike. Another fine entry! Like Mr. Holloway says above, even those of us who know the music intimately continue to learn from your perceptions and analyses. Keep ’em coming!

  4. Mike,

    Fantastic article and what a great song. I always look forward to the history lessons that accompanies your featured song. What a treat!!

    al gray

  5. I can only echo the sentiments of those more learned who have already commented. I have been listening to, reading about, and loving this music all my life, yet hear it in a new way through Mike’s insights. Learned so much, e.g., about the diverging life trajectories of the Dorsey brothers through that posting.

    Any chance that these posts can be published in book form (for those of us who still read books)?

    Only quibble here: as I recall, the movie was indeed lousy, but perhaps a bit harsh to call Lloyd Nolan, Jack Carson, and Betty Field “B actors”? Betty Field in particular had for me an appealing quality that was never properly brought out in the studio system. King’s Row, I think it was, showed her potential.

  6. Great article but I should add that the arrangements of “Blues In The Night” and of “This Time The Dream’s On Me” were done by Bill Challis. Mr. Challis confirmed this with me when I asked him about these pieces in 1991. As well, I have photocopies of both scores and the handwriting is the same as that on Bill’s arrangements for Paul Whiteman (in both the 1927-30 and 1938 periods). Thanks for a great website!

Leave a Reply

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