“When the Sun Comes Out” and “This is New” (1941) Benny Goodman with Helen Forrest

“When the Sun Comes Out”

Composed by Harold Arlen (music) Ted Koehler (lyric); arranged by Eddie Sauter.

Recorded by Benny Goodman and His Orchestra for Columbia on June 4, 1941 in New York.

Benny Goodman, clarinet, directing: Cootie Williams, first trumpet; Billy Butterfield, Gordon “Chris” Griffin, trumpets; Lou McGarity and Robert “Cutty” Cutshall, trombones; Les Robinson, first alto saxophone; Gene Kinsey, alto saxophone; Pete Mondello and Georgie Auld, tenor saxophones; Lloyd “Skip” Martin, baritone saxophone; Johnny Guarnieri, piano; Charlie Christian, guitar; Walter Iossi (Iooss), bass; J.C. Heard, drums. Helen Forrest, vocal.

The story:

I have come to the conclusion that the most musically interesting band Benny Goodman ever led was the one he formed in late 1940, after he returned to bandleading from a lengthy hiatus caused by the surgery he had to try to correct a serious back problem. That band was built around his solo clarinet, and featured prominently the trumpet artistry of Cootie Williams. At the same time, he worked with a revitalized Benny Goodman Sextet, which also spotlighted his clarinet, Williams’s trumpet, Charlie Christian’s electric guitar and Georgie Auld’s tenor saxophone. This band and the sextet produced much great music until late in the summer of 1941, when Christian left due to illness (tragically, he died in mid-1942 from tuberculosis), and then Williams left at the end of October to pursue other opportunities. From that time on, the character of the band changed quite a bit, and the Sextet essentially stopped functioning, at least on records.(*)

Through most of the time Goodman led this great band, his girl vocalist was Helen Forrest. (Shown above left.) Ms. Forrest came to prominence with Artie Shaw’s band from late 1938 through late 1939. She initially joined the Goodman band at the end of 1939, after Shaw left his band to go to Mexico for rest and rehabilitation, and remained BG’s vocalist into mid-August of 1941. Her tenure with Goodman was more productive than many commentators, including Ms. Forrest herself, have stated. Unfortunately, neither the Goodman band that existed before his surgery, which occurred in the summer of 1940, nor the later 1940-1941 Goodman band, were particularly vocalist-oriented. Nevertheless, the demands of the pop music marketplace then ensured that Helen would be kept busy, especially since she was Benny’s only vocalist during her tenure with his band.

Although Helen Forrest seemed not to have liked Benny Goodman personally, she clearly recognized and admired his musicianship. I suspect that Benny also recognized Ms. Forrest’s great skill as a singer, though in typical BG fashion, he never gave her much positive feedback about it. Despite this, Helen Forrest performed for about 15 months as Benny Goodman’s vocalist, and made quite a few wonderful recordings with Benny. Among the best recordings Helen Forrest made with Benny Goodman is “When the Sun Comes Out”. (At right: Benny Goodman and Helen Forrest shortly after she joined his band.)

Helen Forrest (real name, Helen Fogel, 1917-1999), was a very talented singer who had an excellent sense of pitch, warm, expressive voice quality, good range, and an innate sense of gentle swing, all of which permeated her singing. Through her time with both Artie Shaw and Benny Goodman, she functioned very much in the mode of a band singer of the time, whose basic job was simply to sing the vocal chorus of whatever song she was assigned. Band singers during the swing era, no matter how good they were or how many songs they sang on each gig, were team players. They rarely emerged from bands to become stars in their own right, until Frank Sinatra led the way, after his tenure as Tommy Dorsey’s boy vocalist. The three-year period Helen worked with Shaw and Goodman was essentially when she developed a national reputation, which she later burnished considerably in her time as trumpeter Harry James’s singer. After her time with James, she pursued a solo career, which was very successful through the 1940s. She never had the long-term post swing era popularity or success of Sinatra, or of Peggy Lee, who replaced her in the Goodman band. Nevertheless, she continued working through the 1980s.

Ms. Forrest was not exactly welcomed into the Goodman band warmly by Benny, but then no one was, no matter how talented they were. They had to prove themselves to BG in performance and before audiences. Only then would he begin to treat them as an accepted member of the band. The Goodman sidemen however understood from the beginning what Helen was bringing to the band in terms of musicianship. They did not hesitate to treat her as an equal from the day she joined.

Through the first six months of 1940, Helen performed very well with the Goodman band. Audiences liked her. Benny took note. However, through this same time, he was suffering increasing back pain, which reached the point in July where he found it impossible to stand for any period of time without debilitating pain. In mid-July, he left his band in the middle of an engagement in California, and flew to the Mayo Clinic in Minnesota to have surgery on his back. He kept several key performers on salary to be available to rejoin him after he recovered from the surgery. Helen Forrest was one of those key performers.

After the Goodman band finished that California engagement in July of 1940, the sidemen dispersed. (Six of them joined Artie Shaw, who was organizing a new band then in Los Angeles.) Helen decided to take a well-earned vacation in LA with her husband Al Spieldock. She did a little work, as opportunities presented themselves, but basically took it easy until mid-October, when Benny notified her that he was reorganizing a band in New York. She then traveled east to begin rehearsing with the new Goodman band.(1)

In reviewing the Goodman-Forrest discography from the time the reorganized BG band started recording again in mid-November of 1940, until Ms. Forrest’s last recording with that ensemble, in mid-June of 1941, it is clear that despite the uneasy relationship between Helen and Benny, the proportion of excellent recordings she made with the Goodman band during this time increased noticeably from the period before Benny’s surgery. Also, for whatever reason, Benny green-lighted a two-sided 12″ Columbia record that presented two fine Helen Forrest vocals on two great, torchy ballads, the Gershwins’ “The Man I Love,” and “More Than You Know” (Youmans/Eliscu/Rose), both superbly arranged by Eddie Sauter. This royal treatment of a vocalist by Benny (in terms of presentation) was unprecedented. Other excellent HF/BG recordings followed, including: “I Hear a Rhapsody,” “This is New,” “Perfidia,” “Yours,” “These Things You Left Me,” “Soft as Spring,”  “I Found a Million Dollar Baby…,” “Oh! Look at Me Now,” and “When the Sun Comes Out.” All of these sides present a crack swing band and its virtuoso leader in stimulating arrangements supporting a top-notch vocalist.

Despite this exceptional collaboration, by the time the Goodman band was in Chicago in mid-August of 1941, the relationship between Helen Forrest and Benny Goodman had declined to the point where she angrily told him to find another singer, quickly. He did, her name was Norma Deloris Egstrom, and he hired her in time for her to make her first recordings with Benny on August 15, 1941.(2) However, he required Helen Forrest to remain with the band until her one-year contract terminated on or about September 15, 1941, but refused to let her sing. All during this time, she sat on the bandstand beside young Ms. Egstrom, who did all the singing, and was having difficulty trying to understand Benny.

Happier times with members of the Benny Goodman band, March 1941. L-R: Les Robinson; Irving Goodman; Johnny Guarnieri; Georgie Auld; Helen Forrest; ??; BG, Gus Bivona, Charlie Christian; ??; Cootie Williams; hidden behind Cootie, possibly Cutty Cutshall; Billy Butterfield; Lou McGarity.

The music:

Clearly, in addition to featuring Helen Forrest singing a great song, the purpose of this arrangement was to feature the unique sound of Cootie Williams’s plunger muted trumpet, and of course Benny’s clarinet. The twist here is that Cootie’s sound is deployed as leader of the brass section, playing the first trumpet part, as opposed to as a soloist. Also, though this arrangement was written by Eddie Sauter, it sounds most un-Sauter like. It is relatively simple and has few if any of his stylistic characteristics. It is nevertheless an excellent showcase for Cootie, Benny and Helen.

The performance begins without any introduction, with the Williams-led brass manipulating their plungers in front of the bells of their pixie straight-muted instruments as they play the main strain of Harold Arlen’s melody. Then Benny’s clarinet appears for the next eight bar recapitulation of the melody, backed by a cushion of saxophones, and plays right into the tune’s bridge, with the arc of the melody moving upward. The brass, now open then play the transitional passage into Ms. Forrest’s vocal chorus.

All of the characteristics of Ms. Forrest’s 1941 singing style are on display here: spot-on pitch, warm voice quality, fine range with easy movement from one register to another. My opinion is that although Helen Forrest retained most of these qualities in her singing for many years after this recording, she never sang better than this. Starting with her tenure with Harry James, she began to add theatrical affectations to her singing, what singers call “selling the song.” The result was that sometimes she overdid the emotion. None of that is present in her singing here. This is a great example of the absolute excellence of her singing of a marvelous melody with an evocative lyric, in an ideal musical setting.

Although this is nigh-well a perfect performance, there is something about it that is less than perfect: the curious playing that Benny does at various places behind Helen’s singing. The contrast between his majestic playing in the first chorus with the oddly detracting noodling he does in the vocal chorus is immense. Although I hold Benny Goodman’s musical talent in the highest regard, and understand his constant quest for musical perfection, I am baffled as to why he would do something like this. Ms. Forrest had her own take on it, essentially that he was deliberately trying to detract (and distract) from her singing. In other words, she was getting to be too popular with audiences, and those were Benny Goodman’s audiences. 

The story continues:

Helen Forrest later recalled that the four weeks when Benny refused to let her sing with his band was the longest month of her life.“When people would ask me why I wasn’t singing, I’d say, ‘ask Benny.’ They’s ask him and he’d say ‘she’s got laryngitis.’ But I was healthy as a horse.” (3)

As was so often the case with performers who had worked with Benny Goodman and then left his employ angrily, Helen Forrest was astonished when years later, apparently out of the blue, he called her to work with him again. “…(W)hen it had been announced in the trade papers that I had signed to do a tour with Sam Donahue (who was then leading) the Tommy Dorsey Orchestra, Benny called. ‘Hi Pops, this is Benny. I’m putting together a tour and I want you on it.’ I knew he’d seen the announcement of the other tour. I said, ‘Benny, I just signed to tour with Frank Sinatra, Jr., the Pied Pipers, and Sam Donahue and the Tommy Dorsey Orchestra.’ He said,’I don’t care about that Pops. You were never with Tommy Dorsey. You were with me. I want you with me again. I want you as a part of my package, Pops.’ He made it sound like a real king had commanded it. Clearly, he didn’t give a damn about any contract I’d signed with anyone else. Nor did he feel like he had to mention money. But in two minutes I’d had more words out of Benny than I had before in almost two years. I said, ‘I’m sorry Benny, but I can’t break my contract.’  He said, ‘Sure you can Pops, just fly out.’ That’s when I launched into my tirade about my name being Helen, not Pops. He said, ‘Oh sure Pops. Now why don’t you just fly on out…’  I hung up on him.” (4)


As a bonus, here is another great performance by Benny Goodman and his early 1941 band, featuring Helen Forrest singing a wonderful song composed by Kurt Weill and Ira Gershwin. It is masterfully arranged by Eddie Sauter, and is far more characteristic of his arranging style than “When the Sun Comes Out.” This song comes from the Broadway show Lady in the Dark.

“This is New”

Composed by Kurt Weill (music) and Ira Gershwin (lyric) for the show Lady in the Dark; arranged by Eddie Sauter.

Recorded by Benny Goodman and His Orchestra for Columbia on January 28, 1941 in New York.

Benny Goodman, clarinet, directing: Alec Fila, first trumpet; Jimmy Maxwell, Irving Goodman and Cootie Williams, trumpets; Lou McGarity and Cutty Cutshall, trombones; Les Robinson, first alto saxophone; Gus Bivona, alto saxophone; Jack Henerson and Georgie Auld, tenor saxophones; Skip Martin, baritone saxophone; Teddy Wilson, piano; Mike Bryan, guitar; Arthur Bernstein, bass; Dave Tough, drums; Helen Forrest, vocal. Trombone solo by Lou McGarity.

Benny Goodman’s saxophone section – early 1941: L-R: Georgie Auld, Gus Bivona, Les Robinson, Jack Henerson, Skip Martin; The bassist is Artie Bernstein; the trombonist looking to his left is Lou McGarity, and the trumpeter in back is Jimmy Maxwell. Maxwell was married to Bernstein’s sister Gertrude.

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


(*) Fortunately, a new musical stimulant for Benny arrived in June of 1941, the gifted pianist and arranger Mel Powell. Powell’s talents would be prominent features in the Goodman band through the latter part of 1941 and well into 1942. Benny would periodically reorganize sextets later, but none were ever as great as the ones with Charlie Christian.

(1) It appears that in mid-September of 1940, Benny had his lawyer send Helen a one-year contract, which she evidently signed around September 15, 1940. This is significant as it becomes a part of the story of how Helen finally left the Goodman band.

(2) Norma Egstrom had adopted the stage name Peggy Lee.

(3) I Had the Craziest Dream …Helen Forrest and the Big Band Era, by Helen Forrest and Bill Libby (1982), 108

(4) Ibid. 108-109.


Here are some links to other music here at swingandbeyond.com by Benny Goodman:





Related Post


  1. I find Helen to be the best of the band singers. I also view her work with Shaw and Goodman better than with James. I know that goes against popular opinion but I really liked how she blended with Shaw. She seemed to adapt well to Goodman (not on a personal but then again, who did?). To me with James she sounds like she is emoting too much to get over the trumpet but that is my opinion. I still like her recordings.

    Check her out on the Ed Wynn Show from 1950 where she encounters the Three Stooges and sings I Wish I Could Shimmy Like My Sister Kate. Again, maybe it is just early TV, but I think she overdoes it a bit. Also I much prefer her with dark hair.

    From all reports Helen was a warm and friendly person who always had time for her fans both in person and via mail. It’s unfortunate her life went the way it did and there was a bit of outrage towards her son for not marking her grave at Mt. Sinai and apparently soliciting contributions for a headstone but never delivering. Fortunately last year her grave was marked, long overdue. I always meant to write her but sadly she died before I got around to it.

    Side notes to Peggy Lee. In Chicago she apparently was nervous and fluffed a lot and somehow Benny was understanding of it. Unusual. Also John Hammond heavily criticized her singing during a session to the point where Benny threw a chair at him. From what I’ve heard about Hammond, it’s amazing someone didn’t do it earlier.

    In the 1970s I wrote Peggy for an autographed picture and she graciously complied with a personal inscription. Sadly she became a caricature of herself via health and plastic surgery but her voice on some of 1980s albums is quite good.

  2. Hi, Mike–
    You’ve done it again: posting this very interesting piece about Helen Forrest’s stint with Benny Goodman. In my recent correspondence with you, I wish Ms. Forrest’s name had come up! I’m of course proud of my association with Benny Goodman. I played for him in the last band he led prior to his passing in June of 1986.
    However, I’m also proud to have worked with Helen Forrest for an eight-week tour of the United States. In 1979, long-time friend and trombonist Rex Allen called me to play in the trombone section of a band to be called the “Fabulous Forties Orchestra.” Rex was to co-lead the band with drummer Les De Merle. In addition to a big band’s worth of musicians, the program featured 1979’s edition of the Pied Pipers; vocalist Andy Russell; and Helen Forrest.
    Ms. Forrest and Mr. Russell were, for at least a few of us in the band, the real “highlights” of the show. Mr. Russell was very friendly and courteous to us; a great guy and consistently professional performer. Ms. Forrest was a very gracious and generous lady, spending lots of time with–and buying more than a few breakfasts for–a couple of hungry, young, unknown sidemen.

    I still think the world of Helen Forrest, both musically and personally. She personified “class” in every way.

  3. It’s fascinating to me that you consider the band as represented by “When The Sun Comes Out” to be the most musically interesting edition of the BG orch. While I find merit in every phase of Goodman’s bandleading career, particularly during the Swing Era, I’ve always thought this period to be, if not comparatively weak, certainly uncharacteristic — and entirely because of Eddie Sauter’s defining presence. Perhaps I’m being a little obvious, but I’ve always believed that Fletcher Henderson’s arrangements were responsible for the quintessential Goodman band sound — not just because he was first, but because his approach appears to have been most closely aligned with Benny’s own musical ideas. Sauter’s writing seems, for the most part, too fussy, tangential, obstruse and ponderous for Goodman’s essentially hot and direct style. It suited the Norvo band perfectly (the flawless “Remember” and “Smoke Dreams”) — perhaps because the outfit was smaller and Red was, by nature, more progressive than Benny — but it did not seem a natural fit for BG, and the leader seemed often to be fighting against Sauter’s unyielding structures. There are exceptions that I very much enjoy: instrumentally, “Benny Rides Again” and “Superman” and vocally, “Darn That Dream” (from ’39, and the edition of the band preceding the one highlighted in your piece), “I Found A Million Dollar Baby,” “When The Sun Comes Out” and my favorite Sauter chart to include a vocal chorus, “Not Mine,” for Peggy Lee. Apart from providing a showcase, in terms of space, for Goodman, as the title would indicate, I find “Clarinet A La King” highly at odds with the band’s character.

    As to the very talented Helen Forrest, in considering her importance in Big Band Era history, I often think of a line attributed to Mildred Bailey, who it seems was not a fan — “She sings so straight, it makes my neck hurt!” Though I have the highest regard for both the artistry and musical acumen of the brilliant Ms Bailey (she, after all, is said to have advised BG to “get a black book” when he was forming his band — thus Fletcher Henderson), I have to say that I think she wasn’t taking into consideration Helen’s — or any big band vocalist’s — purpose within the confines of the typically one vocal chorus records of the Swing Era: to acquaint the public with a song’s straight, unadorned melody and to leave improvisation and ornamentation to the leader and sidemen. In this job, Helen Forrest was virtually without peer. She had a beautiful, rich tone; good range; flawless pitch and diction; was a sensitive lyrical interpreter. I would say that only Jo Stafford was at least her technical equal and, of course, Jo’s role in the same period was largely as the Piper’s lead vocalist, rather than as a soloist. Unlike Mildred herself (on the records released under her own name); Connee Boswell; Billie Holiday (again, on her own records); Lee Wiley and Ella on some of the Chick Webb records, Helen almost always had only one chorus. no reprise in which to tinker with the melody. While of her subsequent solo career, it was later, perhaps accurately written that she “didn’t know what to do” with her second chorus, she certainly understood perfectly how to put over the first one and had all the tools to do so.

    I consider “When The Sun Comes Out” to be possibly her finest vocal with Goodman — and easily in the Top Five (or less!) in her entire Shaw-Goodman-James history. The influence of Billie, beside whom she sat on Shaw bandstand for a brief time, is clearly evident in her approach to the song. On her tension-filled “[…] if my heart holds out […]” she employs a delicate restraint that was unfortunately missing from some of her later work with the James band. In terms of advancing her career, I believe the problem with her Benny stint largely to have been that in so many instances, her records were competing against either Sinatra (with or without Pipers) or Eberly-O’Connell hit versions; she didn’t have the opportunities that either Helen Ward or Peggy Lee, Benny’s other long-tenured vocalists, had to make a good song her own. From her inauspicious beginning with the dreadful “Busy As A Bee,” she was given a high percentage of dross material.

    Sauter appeared at, and was part of, a transitional period in the Goodman band. I think his use of Cootie’s lead on “When The Sun Comes Out” was pure genius, and while I don’t find his arranging style to have been the best fit for Benny, I think he was fortunate in having written for him when Cootie, Georgie Auld, Dave Tough and the orchestra’s best-ever trombone team, McGarity and Cutshall, were there to help transform his ideas into interesting and musically rewarding performances.

  4. 1938-43 Ms. Forrest was the perfect voice at the right time, with great timing and emotion. Thank goodness Shaw, Goodman, and James had the common sense to include her voice and exquisite delivery on some of the greatest music of all time.

    Ann Arbor, MI 2023.

Leave a Reply

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