“Benny Rides Again” (1940) Benny Goodman and Eddie Sauter

“Benny Rides Again”

Composed and arranged by Eddie Sauter.

Recorded by Benny Goodman and His Orchestra on November 13, 1940 for Columbia in New York.

Benny Goodman, clarinet, directing: Cootie Williams, first trumpet; Alec Fila, Jimmy Maxwell and Irving Goodman, trumpets; Lou McGarity and Red Ginzler, trombones; Skip Martin, first alto saxophone; Bob Snyder, alto saxophone; Jack Henerson(*) and Georgie Auld, tenor saxophones; Gus Bivona, baritone saxophone; Bernie Leighton, piano; Mike Bryan, guitar; Arthur Bernstein, bass; Harry Jaeger, drums.

The story: I have always wondered about the musical relationship between Benny Goodman and arranger Eddie Sauter. While it is beyond dispute that under Goodman’s aegis, Sauter created some of the most adventurous music of the swing era, Benny’s commitment to Sauter’s music, no matter how brilliant it may have been, was ambivalent at best. A number of commentators over the decades have explained this by saying that Goodman was a conservative musical primitive who felt uncomfortable playing and presenting Sauter’s sometimes avant-garde music to his (Benny’s) mainstream pop/jazz audiences. Part of this assessment is in my opinion invalid. The other part may be accurate, at least to a degree.

I have long questioned the part about Goodman being a conservative musical primitive. Swing fans are either unaware or they forget about Goodman’s involvement in the creation of music in the “classical” realm that is every bit as avant-garde as Sauter’s music was in the jazz realm. How many of the people who have described Goodman as a primitive have listened to his performances of Bela Bartok’s “Contrasts,” which he commissioned, or Aaron Copland’s “Concerto for String Orchestra and Clarinet,” which he also commissioned, or Morton Gould’s “Derivations for Clarinet and Band”? One adjective no music critic has ever applied to any of these pieces is “primitive.”

The overarching reality of Benny Goodman’s career is that the demands for his services as a “classical” clarinetist, no matter how well he played, were far less than the demands for his services under the rubric “King of Swing.” For his part, I think that Benny enjoyed playing classical music, no matter how “complicated” it was, as much as he did playing pop music and jazz. But far more people wanted to hear him play pop music and jazz, so that is where he devoted most of his efforts. (1)

Benny Goodman conducts his band in a rehearsal at Manhattan Center February-April 1941. The head at far right is Skip Martin’s; the head to Martin’s left is Lou McGarity’s. The Goodman band was appearing on a radio show then called “What’s New?”

That brings us back to Benny Goodman’s audiences. In early 1936, he was a young bandleader who was pushing the frontiers of jazz further and further into the mainstream pop music audience that existed then. He had achieved some financial success while doing this. But if his career had ended in mid-1936, he would have been far less well-known to posterity than he is today. In mid-1936, Goodman’s career took a fateful turn when he was awarded a spot on the CBS network radio show called The Camel Caravan. This was an ongoing show that had reached, (indeed it helped to create) a nationwide radio audience in the millions mostly of young people who liked dance music, in both its sweet and hot (that is jazz) incarnations. The band that had been featured on The Camel Caravan from 1933 into mid-1936 was the Casa Loma band. While Casa Loma’s brand of music was never as hot as that of the Goodman band, they nevertheless presented generally well arranged and well performed dance music that young people in the dark Depression days of the mid-1930s found attractive.

Goodman’s music on The Camel Caravan was more intense, and always revolved around his virtuoso clarinet. It was more edgy from the standpoint of jazz and swing, and ultimately much more widely embraced by young audiences nationwide. Via an aggressive and continuous barrage of publicity generated and maintained in the years 1936-1939 by Goodman’s booking agency, Music Corporation of America (MCA), centered around the label “King of Swing,”  Benny Goodman, in a very real sense, played a large role in the creation of the swing era as a pop music cultural phenomenon. By the time Goodman left The Camel Caravan at the end of 1939, after three and a half years, he was an international pop music star and a wealthy man. Also, there were by then dozens of excellent bands playing swing music, as opposed to far fewer in the mid-1930s.

I think it fair to say that while Benny Goodman was away from bandleading for the period from mid-July until October of 1940, when he had back surgery followed by a slow convalescence, he did a lot of thinking about where he wanted to take his career and music when he returned to work. (Benny was only 31 years old in 1940.) From mid-1936 until the end of 1939, his professional life was dictated in large measure by the commercial demands of an ongoing network radio show. That was confining, and Benny navigated the situation by adhering strongly to the various formulae that got him there. The arrangements of Fletcher Henderson, Jimmy Mundy and Edgar Sampson, which were essentially simple musical frameworks, were the foundation of his offerings. Within those simple frameworks, Benny allowed himself as much freedom of expression as was possible, but very often that was not much. He compensated for this by also featuring his small groups, which allowed a bit more freedom.

In the period from the end of Benny’s commitment to The Camel Caravan at the end of 1939 and mid-July of 1940, when he entered the hospital for back surgery, his big band and small groups played with abandon. Nevertheless, they were still basically doing what they had done before. The featured sidemen, Ziggy Elman on trumpet, and Lionel Hampton on vibraphone, had both been a part of the Goodman organization since 1936, and were now stars in their own right. Newcomer guitarist Charlie Christian had arrived in August of 1939, but his playing was almost completely limited to the Benny Goodman sextet, which still included Lionel on vibes. Arranger Eddie Sauter, who had arrived in 1939 also, had done only a few charts that suggested what he was capable of before Benny’s hiatus. By the time Benny returned to the scene, Ziggy had accepted a lucrative offer from Tommy Dorsey, and Lionel had begun the process of forming his own band.

I think it likely that at some point in the early fall of 1940, Benny Goodman, sensing an opportunity to take his music in a new direction, at least partly (he would never totally abandon his repertoire from the 1930s), told Eddie Sauter to write a few new arrangements that were different from what the public had come to expect as Benny Goodman music. What Sauter came up with was undoubtedly as startling to BG as it would be to his audiences. Nevertheless, Benny played and recorded a number of Sauter’s arrangements, which jazz historian Loren Schoenberg has rightly called a reinvention of the jazz orchestra. (2)

Benny Goodman leads his new band through the recording session at Columbia Records that produced “Benny Rides Again”: L-R front: Georgie Auld, Gus Bivona, Skip Martin, hidden behind BG, Jack Henerson, Bob Snyder, Mike Bryan; middle: Lou McGarity, Red Ginzler, Harry Jaeger, Bernie Leighton; back: Alec Fila, Jimmy Maxwell, Irving Goodman, Arthur Bernstein. The chair to Fila’s right was where Cootie Williams was seated. He is inexplicably absent from this photo.

The music: Eddie Sauter himself offered an explanation of how “Benny Rides Again” came to be composed: “With Benny out sick, I had time to fool around. I’d never had the courage to do this type of thing before. Benny always thought my arrangements were too classical. In ‘Benny Rides Again,’ there is some ‘Caucasian Sketches’ (by Mikhail Ippolitov-Ivanov), ‘Sing, Sing, Sing,’ a little country Brahms, very bad Vaughn-Williams, a little ‘Clarinet a la King’ — they’re all involved in it.” (3)

“Benny Rides Again” is not cast in a regular 32 bar AABA song form. Its deviation from this convention is but one of its many charms.

Cootie Williams

The Goodman recording of “Benny Rides Again,” opens not with Benny’s clarinet, but with the trumpet of Cootie Williams. Williams’s presence in the Goodman band for a year (starting at the end of October 1940), was yet another manifestation of Benny’s desire to change his music. Williams (shown at left) had spent the previous decade as a major soloist in Duke Ellington’s band. During those years, he created a very personal musical identity around his use of a pixie straight mute in the bell of his trumpet, and then a plunger mute outside the bell, manipulated by his hand. Williams’s mastery of plunger-mute playing is readily apparent in his solos at the beginning of these performances.

Historian and musician Loren Schoenberg has written perceptively of what was happening musically in “Benny Rides Again”: “Sauter exploited …Williams’s playing whenever possible as we hear at the beginning of this piece, giving him free reign to play over what sounds like accompaniment but is in fact the first part of the theme, voiced for trombones and low saxes (14 bars), followed by the descending blues-like figure played by the whole band (8 bars).The band follows with a chorus of its own, leading to Goodman’s entrance, as he trades off-and-on with the band on a variation of the blues-like figures, this time expanded to an even 16 bars. This in turn elides into an unevenly measured phrase that introduces the second major theme of the piece, a classical-sounding song (incorrectly ascribed by (historian) Gunther Schuller to Borodin), given an exquisite harmonization by Sauter that includes a few moments of thrilling contrary motion. There is also an ingenious brass commentary, with all sorts of open and muted horns, more contrary motion, as well as some dangerously low trombones. This modulates back to a swing section that leads to a recapitulation of the blues theme…” (4) 

I will add a few observations to those of Loren Schoenberg about the music. What is immediately apparent in the two recordings presented here is that within a very short period of time, perhaps a month, Benny Goodman had created a band that was playing at virtuoso level. This is evidence not only of Benny’s excellence as a leader, but of the talent of the sidemen he had molded into a beautiful sounding ensemble. All of the sections of the band, the trumpets led by Cootie Williams, the saxophones by Skip Martin, and the potent two man trombone section, led by Lou McGarity, play with splendid unity and verve. The rhythm section, led by Artie Bernstein’s strong bass, provides not only a solid harmonic foundation, but a swinging beat. Everyone in the band had to be on their toes not only to play this challenging music well, but to please their very demanding leader. For his part, Benny, around whose clarinet virtuosity this piece revolves, plays splendidly as a soloist. And of equal importance, as conductor, he was totally committed to bringing Sauter’s music vividly to life. (Sauter is shown above right.)

Trumpeter Cootie Williams’s two introductory solos are both delightfully colorful, and creative. They are played against a background that is a paraphrase of one of the themes that will appear later in the piece. This leads into the first major theme, what Loren Schoenberg describes as the descending blues-like figure played by the whole band. This sequence is played loudly by the entire ensemble.Then the melodic segment that was in the background of Cootie Williams’s solo moves to the foreground, and is supplemented by other fragments of melody. It is played at a lower dynamic level, providing one of many contrasts throughout this performance. Note the excellent, colorful drumming of Harry Jaeger, not one of the better known drummers of the time, in this passage, and indeed throughout this performance. The descending ensemble returns to end the first segment.

The next segment introduces Goodman’s clarinet, played against Jaeger’s tom-toms and backgrounds of varying intensity and syncopated rhythm, played by differing groups of instruments. Benny gradually builds his solo to a small climax, and then, suddenly, a totally new and marvelously contrasting set of sounds is presented by the five man saxophone section, plus BG’s clarinet doubling the lead. They play atop a rhythmic cushion that is smooth and regular. As this sequence progresses, Sauter adds a few rhythmic chirps by the straight-muted trumpets, and then the two open trombones, to add yet more contrast to the music. Sauter’s use of syncopation in the trumpets and trombones was interesting, and sometimes created a hiccup effect. This segment builds dynamically as the volume of the reeds goes up and is supported by the now open brass (the quick removal of the mutes by the trumpeters is most cunning).

This is followed by what Mr. Schoenberg describes as a brilliant passage of contrary motion. What is happening is that against a repeated phrase played quietly by the open trumpets, which is carried forward from the previous segment, the saxophones and trombones (supplemented by Gus Bivona’s baritone saxophone) start out low and move up. Then at a point, Benny’s clarinet takes the music up the scale, while the other instruments fade out. The effect is as if the sun (Goodman’s clarinet) has just emerged from behind a cloud.

Goodman’s playing in the sequence that follows is lovely, again against shifting backgrounds.

The issued recording built quite naturally to a recapitulation of the blasting blues-like figure, which provides the finale. Just before this on the alternate take is a passage, that appears to be ten bars long, that is quite astonishing. At least in its first few bars are. They contain jarring dissonances which appear quite suddenly, and end as suddenly. Benny simply cut the entire ten bar passage out, which from the standpoint of most of his fans in 1941, was probably justified. But hearing it now is a real treat.

Thanks Eddie Sauter for summoning the courage to write this music, and thanks Benny Goodman for enabling him to do so, and for bringing the music to life and recording it for posterity.

A bit more story: Despite the brilliance of Eddie Sauter’s music and Benny Goodman’s masterful interpretations of it throughout 1941, a constellation of forces were at work in the swing/pop music market then that led eventually to the end of the swing era. Essentially, this market was becoming far more “commercial” in the sense that radio and record producers were demanding more increasingly inane pop tunes with vocals. Overall, the war years represented a mammoth gain of market share by pop vocalists, and a corresponding shrinking of the demand for big band swing.

Benny Goodman’s recordings of Sauter’s music, regrettably, were not large sellers during the swing era. However, various changes in the record business since the early 1940s, including the advent of long-playing vinyl records starting in the early 1950s, and then the appearance of compact disc format recordings in the 1980s, created opportunities for record companies to profitably reissue recordings that had been made long before. These successive waves of reissues brought Goodman’s (and Sauter’s) music to new generations who were interested in the music as music, not as “product.” Those new listeners, as well as new generations of music critics and historians, have been just as startled and delighted by Eddie Sauter’s music as Benny Goodman was when he first heard it.

As a special treat, here is the alternate take of “Benny Rides Again.”  This was the first full take, and it has a few rough edges. It is nevertheless a wonderfully spirited performance, and I’m sure that you will find some surprises in it.

“Benny Rides Again”

Alternate take.

The recordings presented in this post were digitally remastered by Mike Zirpolo.


(*) Per researcher supreme David Fletcher, Jack Henerson’s real name was John Joseph Henyecz. He was from Passaic, New Jersey.

The title “Benny Rides Again,” in addition to commemorating Benny Goodman’s return to bandleading, was Eddie Sauter’s humorous recasting of the title of the Jack Benny film Buck Benny Rides Again, which was released on May 31, 1940.

(1) Goodman’s experiences with audiences during World War II are what impelled him away from Eddie Sauter’s complicated “modern” arrangements and back in a much larger way to the simpler music of Henderson, Mundy and Sampson. As audiences who first became aware of Benny Goodman’s music in the 1930s grew older, they continued to demand the music from those years. Goodman, wanting to please those audiences acquiesced to their demands. Sauter’s music was laid aside.

(2) This phrase was used by Loren Schoenberg in his liner note for Mosaic’s Classic Columbia and Okeh Benny Goodman Orchestra Sessions (1939-1958), (2008) page 7. Further citations to this source will be noted below as Schoenberg-Mosaic.

(3) The Swing Era 1941-1942 (1970), 58. Notes on the music by Joseph Kastner.

(4) Schoenberg-Mosaic, ibid.


Eddie Sauter, born Edward Ernest Meyers (1914-1981), has received very little attention from historians and scholars of the swing era. I am posting a link to a Masters Degree thesis published in 2013 by Alex Chilowicz which provides the best summary of his life that I am aware of. This thesis is not perfect in every detail, but it is an excellent source of basic information about Eddie Sauter:


And here are some links to other great performances by Benny Goodman:




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    • What a pleasure to hear this again; this was always my favorite BG band. An added treat is the rare picture of my mentor Red Ginzler, who had just arrived in NY after ten years as first trombonist of both the Toronto Symphony and the CBC. Both he and Skip Martin went on to distinguished careers as arrangers, Martin in Hollywood where he scored many MGM musicals (he was Fred Astaire’s favorite) and Ginzler in New York, first in TV and later as one of Broadway’s finest orchestrators, scoring such milestone productions as BYE BYE BIRDIE, GYPSY and HOW TO SUCCEED.

      Jonathan Tunick
      New York

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