“The Earl” (1941) Benny Goodman and Mel Powell; Earl “Fatha” Hines (1941)

“The Earl”

Composed and arranged by Mel Powell.

Recorded by Benny Goodman and His Orchestra for Columbia-Okeh on September 25, 1941 in New York.

Benjamin D. “Benny” Goodman, clarinet, directing: Billy Butterfield, first trumpet; Cootie Williams, Jimmy Maxwell and Al Davis, trumpets; Lou McGarity, first trombone;  Robert “Cutty” Cutshall, trombones; Lloyd “Skip” Martin, first alto saxophone; Clint Neagley, alto saxophone; Vido Musso and George Berg, tenor saxophones; Chuck Gentry, baritone saxophone; Melvin Epstein (Powell), piano; Tom Morganelli (Morgan), guitar; Morty Stulmaker, bass; no drums(*).

The story: When Benny Goodman hired Mel Powell in early June of 1941, he was most favorably impressed by Powell’s piano technique and his ability to read music fluently at sight. At that moment, Benny really needed a good pianist, and Powell certainly filled the bill. This was the nineteen-year old Powell’s first big-time gig, and he was awestruck simply to be in Benny Goodman’s presence. So in the first weeks of Powell’s employment, he simply did his job as band pianist and jazz soloist, and did not rock the boat in any way.

The Goodman band began a summer tour by making their first stop at the ballroom at Cedar Point amusement park in Sandusky, Ohio for a week-long engagement that started on June 14. After that, they bounced around in the Midwest doing a couple weeks of one-nighters, then opened a choice engagement over the July Fourth holiday at the Steel Pier in Atlantic City, New Jersey. It appears that that gig lasted until at least July 12. Benny appeared as a soloist with the Philadelphia Orchestra at Robin Hood Dell on July 10, and then with the New York Philharmonic at Lewisohn Stadium on July 14. The Goodman band then headed for Chicago, where they opened a lengthy engagement at Hotel Sherman some time late in July. That engagement would last until at least August 28. It was during this engagement that vocalist Helen Forrest gave notice to BG and was replaced by Peggy Lee.

While the Goodman band was in Chicago, Mel Powell began composing and arranging jazz originals for Benny and his band. The first of these was Powell’s tribute to his primary influence as a jazz pianist, Earl “Fatha” Hines. The Goodman band began performing this tune shortly after opening another lengthy engagement, this time at the Meadowbrook Ballroom in Cedar Grove, New Jersey, on September 11. The first known recording of “The Earl” was an aircheck from the Meadowbrook on September 16. Benny liked “The Earl,” the Goodman band liked “The Earl,” and audiences liked it. Benny planned to record the tune at his next Columbia/Okeh recording date, which was scheduled for September 25.(1)

The music: Mel Powell’s arrangement of “The Earl,” as one would expect, includes a healthy helping of his piano, and some joyous ensemble and solo playing by Benny himself, who obviously enjoyed playing this piece. (There is also a brief, perhaps too brief, chase sequence between BG and Powell.)There is a surprise along the way, a very tasty sixteen bars of solo alto saxophone played by Clint Neagley, surely not one of the better-known names of the swing era. This is a reminder that big name or not, the bands of the swing era were populated by extremely talented musicians who had to and did perform at an extremely high level of competence to keep up with dazzling virtuosos like Benny Goodman and Mel Powell.

As an aside, if BG’s playing in the summer and autumn of 1941 seem to have a bit of extra brilliance, at least a part of the reason why is that he and Alice Hammond, John Hammond’s older sister, began spending a lot of time together at that juncture. In fact, Alice traveled with Benny and his band on its summer 1941 tour, and then the happy couple began making plans to marry over the winter of 1941 and into 1942. They were married on March 21, 1942. No one who knew Benny, especially John Hammond, gave the marriage any chance of surviving very long. But John apparently did not know his sister, of whom he was very fond, as well as he thought. Her marriage to Benny Goodman was indeed a happy one, and it endured until her death in 1978. (At left: Alice and Benny Goodman, with their daughters Rachel at left, and Benjie. This photo was taken in early 1947, at a time when Benny appeared, probably because of the glasses he wore then, to resemble the Broadway playwright Neil Simon.)

As a second aside, it should be noted that the copyright for the composition “The Earl,” is in the name of Mel Powell only. This is unusual for several reasons. At the time Powell composed “The Earl,” he was only nineteen years old, and a newcomer to Benny Goodman’s band. It was common practice during the swing era for bandleaders to put their names on original compositions created by members of their bands and then recorded. The thinking was that the large promotional value recording such an original composition would provide was worth half of the composer’s royalty. Benny Goodman himself frequently put his name on original compositions that others brought to him when he recorded them. That practice was common then, and the composers accepted (not happily) that giving up half of their composer royalty was the quid pro quo necessary to get their tune recorded by a top band. The reasons why Benny did not do this with “The Earl” are first and foremost that he admired Mel Powell as a musician. He well understood Powell’s talent as a pianist, and was delighted that he was also a gifted composer/arranger. Secondly, Benny genuinely liked Mel Powell, and for whatever reason, Powell was able to interact positively with Benny, despite BG’s many well-known personality quirks. Their musical relationship would continue for many years, and their personal friendship would continue until Benny Goodman’s death in 1986. Finally, BG knew a good swing tune when he heard one, and he saw that audiences liked “The Earl.” Recording it would result in him getting performer’s royalties based on the number of records of “The Earl” were sold. Both Benny Goodman and Mel Powell made out nicely with the various royalties that were generated by BG’s recording of the tune. Win-win! (Above right – Benny Goodman and Mel Powell – early 1940s.)


For comparison, here is Earl Hines’s recording of “The Earl,” and the story of how he came to make that record.

“The Earl”

Composed by Mel Powell; probably arranged by Jimmy Mundy.

Recorded by Earl Hines and His Orchestra for RCA-Bluebird on November 17, 1941 in New York.

Earl Hines, piano, directing: Tommy Enoch, Harry Jackson, Freddie Webster, trumpets; George Dixon, trumpet, alto and baritone saxophones; John “Streamline” Ewing, George “Rabbit” Hunt, Joe Mc Lewis and Gerald Valentine, trombones; George D. “Scoops” Carry and Leroy Harris, alto saxophones; Albert J. “Budd” Johnson and Bob Crowder, tenor saxophones; Hurley Ramey, guitar; Charles Valdez “Truck” Parham, bass; Rudy Traylor, drums.

The story continues: As one would expect, Earl Hines was delighted to discover Mel Powell’s musical tribute to him shortly after the Goodman recording hit the market around Halloween 1941. Jimmy Maxwell, one of Benny’s trumpeters then, recalled; “He was very pleased by it. He kept saying to everybody he’d see from Benny’s band, ‘Tell Mel Powell many thanks. many thanks!'” (2) Mel Powell, in turn, was ecstatic that his idol approved his work. “What really delighted me was that Earl was delighted. When he heard the tune, he gave me a big smile and a bear hug. Later, he had an arrangement on it made for his own band. And he played it a helluva lot better than I did!” (3)

The music: The arrangement on “The Earl” that Earl Hines recorded is essentially a showcase for his virtuoso piano skills. It is my informed speculation that Jimmy Mundy wrote that arrangement. Hines is the only soloist here, popping in and out throughout the performance. What he does in the second and third choruses is especially impressive, demonstrating his bravura technique, wit and jazz creativity.

The perceptive and insightful composer/arranger Billy Strayhorn, who was Duke Ellington’s musical collaborator and associate from 1939 until 1967 (and like Hines a fellow Pittsburgher) said this about Earl Hines’s playing in 1943: “Technically, it is unorthodox; harmonically, it is intriguing; and actually it is almost impossible to imitate it its entirety. His devotees are legion, his influence tremendous, and his artistry incomparable.” (4) Among Hines’s many piano disciples, in addition to Mel Powell, were Teddy Wilson, Jess Stacy, Billy Kyle and Nat “King” Cole, and last but certainly not least, Art Tatum.

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

Notes and links:

(*) The issue of why there were no drums on this recording will be addressed in a future post here at swingandbeyond.com.

(1) Details of the movements of Benny Goodman’s band in the summer and early autumn are from The Record of a Legend …Benny Goodman, by D. Russell Connor (1984), 130-136.

(2) The Swing Era 1942-1944, (1971), notes on the music by Joseph Kastner, 60.

(3) Ibid.

(4) Giants of Jazz – Earl Hines, (1980), notes by Stanley Dance, 30.

Here is another swinging performance by Earl “Fatha” Hines:


And here is another example of Mel Powell’s talent as a pianist and arranger, this time tipping his hat to Duke Ellington:


Here is a link to some music played by one of Earl Hines’s musical “sons,” Art Tatum:


Here is a link to a partial collection of images that have appeared at swingandbeyond.com:


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  1. Its really great that I can watch and listen on my Roku big screen with full sound on You Tube. Thanks MIke another super article. The point you made about song writers having to share with Big Band leaders and “Stars” continued throughout the entire pop and rock era as well. A shame but better than nothing.

  2. Hi, Mike–
    Thanks again for your article regarding the Cotton Club film, and my involvement in its soundtrack recording. Re: “The Earl.” I’ll say it’s been one of my favorite arrangements and recordings by Powell and Goodman since I first heard it back in college.
    You and your readers might find this of interest: years ago, I revisited a 1939 solo recording by
    Earl Hines. It’s called “The Father’s Getaway,” and is about four and a half minutes of stream-of-consciousness improvising (originally issued on a 12: Blue Note 78). To me, Hines has always been a kind of musical “tightrope walker”: one of the most adventurous and “risk-taking” jazz players ever.
    During the course of the recording (More toward the beginning, if I remember correctly), Hines plays a catchy little stride phrase that sounded awfully familiar to me. I thought maybe he’d gotten it from Fats Waller, or James P. Johnson. All I knew is I’d heard it before.
    I don’t usually lose sleep about these things, but it was bugging me: Where had I heard that phrase before? Then it clicked: it’s the same phrase that Mel Powell used for in the opening motif of “The Earl!” So, Powell created his swinging tribute around a genuine phrase recorded by Hines a couple of years before.
    Those of you who care to pursue this can track down “The Father’s Getaway,” and see what you think.
    I really enjoy your posts, Mike! I’m already looking forward to the next one.

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