“My Reverie” (1938) Larry Clinton with Bea Wain/ (1938) Artie Shaw with Helen Forrest/ (1970) Billy May with Eileen Wilson


“My Reverie”

Composed by Claude Debussy; lyric by Larry Clinton.

Recorded by Larry Clinton and His Orchestra for Victor on July 16, 1938 in New York.

Larry Clinton, directing: Walter Smith, Ricky Traettino and James Sexton, trumpets; Joe Ortolano and Jack Bigelow, trombones; Fletcher Hereford(*), first alto saxophone and B-flat clarinet; Leo White and George Dessinger, B-flat clarinets; Tony Zimmer, tenor saxophone; Sam Mineo, piano; Jack Chesleigh, guitar; Walter Hardman, bass; Henry Adler, drums. Vocal by Bea Wain.

(*) Fletcher Hereford and Arthur “Skeets” Herfurt were two different people, both of whom played various saxophones and clarinets. Skeets Herfurt never played with Larry Clinton’s band during the swing era, erroneous reports notwithstanding. Fletcher Hereford did, from its earliest beginnings as a recording band comprised of studio musicians in October of 1937, into the summer of 1938. He then returned to work as a Manhattan free-lance.

With this post, I have finally decided to create a new category here at swingandbeyond.com, Swinging the Classics. I have resisted doing this in the past because I thought that the term “swinging the classics” was something of a cliche’ that found its origin in various promotional materials generated in the swing era to sell recognizable melodies from the world of “classical” music, arranged for and played by swing bands. Although that is undoubtedly true, my ongoing study of the music that was composed for presentation in the concert hall but for whatever reason was repurposed as material for swing era audiences has led me to the conclusion that much wonderful music in the swing idiom has been derived from “classical” melodies. And since celebration of great melodies is a central part of our mission here, I think that Swinging the Classics will be an appropriate and useful category for visitors to swingandbeyond.com. So, here we go!

The story:

Larry Clinton (1909-1985) was the leader of a band for a relatively short time – from the autumn of 1937, when he began his association with Victor Records, until the autumn of 1941, only four years. And even then, it took a while for him to evolve into the front-man of a standing, touring band. In retrospect, Clinton was one of the few bandleaders who recognized from the beginning that he was not comfortable being the attention-getting person standing in front of a band, and that he would pursue the opportunities that were presented to him as a bandleader only so far. He had a firm grip on the concept of enough. That in itself made him a rare human being. (At right: Larry Clinton doing an important part of what had to be done to be a successful bandleader – interacting with his fans.)

After 1941, Clinton, who undoubtedly had earned as much money being a bandleader at the height of the swing era as he thought he needed for the rest of his life, served in the military during World War II, and returned to the music business after that on a strictly ad hoc basis, pursuing only short-term musical projects. By 1960, he stopped doing even that and retired from music at age 51.

Clinton, who was born in Flatbush, Brooklyn, New York started his musical career at age 15 as a trumpeter. He found himself in the wonderful environment of mid-1920s New York City learning music and getting paid very well for doing so. He recalled in 1977: “Chinese restaurants used to feature a band from noon to two p.m., as well as during the dinner hours. I was playing the noon sessions and skipping classes in high school to do it. The principal called me into his office and asked me why I wasn’t in school. I told him. ‘How much do you make’? he asked me. When I said I was making $55.00 a week my music teacher, who was also in the room, nearly fainted. She was making $5.00 less than I was!” (1)

In addition to learning to play various other instruments (these included trombone and vibraphone), Clinton like many other young musicians then, was keen to listen to various professional dance bands. It was always a learning experience, in addition to being an enjoyable one. He was soon drawn to Roseland Ballroom in Manhattan, the home throughout much of the 1920s of Fletcher Henderson’s band. “I was very much influenced in my early career by Fletcher Henderson,” Clinton remembered. He also later appreciated that what he was seeing and hearing in the Roseland Ballroom then was in many ways the beginning of what later became the swing era. “They used to have battles of the bands at Roseland Ballroom, with Fletcher’s band on one stand, …(and the challenger) on the other stand. (I saw the battle between Fletcher and Jean Goldkette’s band at Roseland.) Fletcher’s was the first band I ever saw where the soloists would stand up to play. Until then, even Bix Beiderbecke and Frank Trumbauer in Goldkette’s band never stood up. But when Coleman Hawkins in Fletcher’s band played a solo, he raised his tenor above his waiste and blew right out to the people. Later, Goldkette did the same thing, but it was Fletcher who (first) made sure the public knew who was taking the solo.(2) Larry Clinton was witnessing the early codification of the music and performance traditions of swing.

Clinton’s apprenticeship as a musician continued through the early 1930s. Though he was a workmanlike performer on his chosen instruments, he quickly discovered that his real musical talent lay in writing arrangements. By early 1935, he was writing arrangements for the Casa Loma band, then one of the top bands in the nation. They were at that time being featured on the sponsored weekly CBS radio show, The Camel Caravan. He worked with Casa Loma for about a year, and then had an opportunity to go to California to work with Jimmy Dorsey’s band, which was then being featured on Bing Crosby’s weekly sponsored radio show, the Kraft Music Hall, on NBC. Clinton’s association with JD lasted through the balance of 1936, though he also maintained a limited working relationship with Casa Loma through that period. In January of 1937, he resumed working full-time with Casa Loma in New York.

Although there have been reports that Clinton worked as an arranger for Bunny Berigan’s new band in early 1937, that association was strictly ad hoc, as was his relationship with Tommy Dorsey in 1937. What has distorted in retrospect the Clinton -TD relationship somewhat is that an original composition/arrangement Clinton submitted to Tommy, a swinging novelty called “The Dipsy-Doodle,” performed very effectively on record by TD’s band and his dynamic girl vocalist, Edythe Wright, became a substantial hit.

Although Larry Clinton began his relationship with Victor Records with a recording session on October 15, 1937 that produced four instrumentals, by the next session on November 5, 1937, he had begun what would soon become a very successful musical collaboration with the vocalist Bea Wain. Beatrice Ruth Weinsier (1917-2017),  stunningly beautiful and with a sensational figure, was not only a visual treat when she was on the bandstand, she was also a fine singer. From the Bronx, New York, she made her debut on radio at age 6 as a “featured performer” on the NBC Children’s Hour. She made her first recordings in 1934 with Gene Kardos’s band. She continued to work and record with Kardos intermittently until October of 1937.

By 1936, using the stage name Beatrice Wain, she was multi-tasking, working in many different situations with many different people. She worked as a member of Ted Straeter’s choir before forming her own vocal group, a quartet called Bea and the Bachelors. The “Bachelors” consisted of Al Rinker, Ken Lane, and John Smedberg. This group was formed to appear on entertainment mogul and bandleader Fred Waring’s twice-weekly NBC radio program sponsored by the Ford Motor Company, which was then promoting their new engine, the V-8. As part of their performances with Waring on radio, they were combined with another vocal quartet, The Modernaires, to  form a group Waring (a marketing genius) called V-8.  Wain then worked with Kay Thompson in 1937, where she was a member of Thompson’s choir of 13 girls. Later that same year she appeared on Kate Smith’s CBS radio show as part of the “Four Stars” quartet, and Smith’s choir. While she was working with Smith, on September 17, 1937, she was tapped by Art Shaw to make one recording with his band, “If It’s the Last Thing I Do,” on the Brunswick label.

Larry Clinton offered Wain a job in his newly-formed orchestra based solely on the strength of an eight-bar solo he had heard her sing on one of Kate Smith’s radio programs. Though reluctant to leave a steady paycheck for a new, untested orchestra, she accepted, making recordings with Clinton in November 1937. (Soon, Clinton would be featured on a radio show called The Larry Clinton Show on NBC.) Having spent her last few years working as a part of choirs, Wain had to quickly learn about being a band vocalist. She easily adapted, and soon emerged as Clinton’s star attraction, singing on their biggest hit records and gaining national fame.

In early 1938, Wain and CBS radio announcer André Baruch, whom she had met while working together on Kate Smith’s program, announced their engagement. They were married on May 19, 1938.

Wain had gone by Beatrice prior to joining Clinton, but that name was shortened to Bea by the people at Victor Records, and it remained that way throughout her later career.(3) She stayed with Clinton only a year-and-a-half before leaving in May 1939 to begin a successful career on network radio.

Her debut with Clinton in front of live audiences was made in the summer of 1938 at the Glen Island Casino, in New Rochelle, New York.

The music:

Claude Debussy composed the lovely piano piece “Rêverie” in 1890 when he was 27 years old. Much later, he made comments that he did not regard it as a major work, but more of an experiment during a period of financial difficulty. Pursued by creditors at the time, Debussy complained in a letter to a friend that “the various lessons I rely on for my daily bread have gone off to the seaside, without a thought for my domestic economy, and the whole thing is a good deal more melancholy than all the Ballades of Chopin”(1) I will not wade into the analysis of why Debussy, later in his career, was critical of this early piece because I do not think it is productive. Much more to the point is that 130 years after “Rêverie” was composed, the general public remains enchanted by it, and musicians performing in many different idioms find continuing inspiration in it.(4) (Above left: Claude Debussy.)

Larry Clinton recognized a beautiful melody when he heard one. At the time he created his pop ballad treatment of Debussy’s “Rêverie,” which he called “My Reverie,” he was just beginning to become a successful full-time bandleader. But he was already a fine arranger who understood how to effectively utilize the instruments of a standard swing band to make listenable, danceable music.

In the introduction for this performance, Clinton starts the music very simply: three unison clarinets and one tenor saxophone are played with a pronounced cymbal backing at first. Then a layer of cup-muted brass, and a bit of harmony in the reeds are applied to thicken the sonic mix. Clinton changes the rhythm from the 2/4 meter of the introduction to a shuffle as the first chorus begins. The clarinets and tenor saxophone take the main melody through the first sixteen bars, with the chunk-chunk piano and the bass, and the cup-muted brass (and drummer Henry Adler’s high-hats) alternately providing a very simple shuffle rhythm background. The bridge melody is played by the open trumpets atop a soft cushion of reeds, with the meter changing to 4/4. The scheme of the first sixteen bars is followed through the last eight measures of the first chorus.

A transitional sequence brings Bea Wain to the microphone as the second chorus begins. Ms. Wain’s voice is supported at first by the rhythm instruments and the reeds through the first sixteen bars. The cool clarinets and then the warm muted brass accompany her through the eight bar bridge. The last eight bars of the second chorus have Ms. Wain’s voice supported by the simplest playing by rhythm instruments, with dashes of clarinet color applied sparingly. Her octave-jump at the end is done with supreme control and aplomb.


“My Reverie”

Composes by Claude Debussy; arranged and with lyric by Larry Clinton. Clinton arrangement transcribed by Billy May.

Recorded by Billy May and the Swing Era Orchestra for Capitol on August 3, 1970 in Hollywood.

Billy May directing: Clarence F. “Shorty” Sherock, first trumpet; John M. Best and Uan Rasey, trumpets; Richard T. “Dick” Nash, Francis “Joe” Howard and Lew McCreary, trombones; Arthur “Skeets” Herfurt, first B-flat clarinet; Wilbur Schwartz and Plas Johnson, B-flat clarinets; Justin Gordon, tenor saxophone; Ray Sherman, piano; Jack Marshall, guitar; Rolly Bundock, bass; Nick Fatool, drums; Eileen Wilson, vocal.

The music:

The vivid stereophonic sound of Billy May’s recording of Clinton’s arrangement allows the listener to appreciate more deeply the numerous sonic contrasts of his music. In addition, the band of virtuoso musicians that May directed rendered the music with perfect understanding of what was required to make the performance memorable. Particularly lovely are Skeets Herfurt’s round, resonant clarinet lead, and Shorty Sherock’s warm, bright trumpet lead. The rhythm quartet of Ray Sherman on piano, Jack Marshall on guitar, Rolly Bundock on bass and Nick Fatool on drums handle the various changes in rhythm deftly and in perfect swing taste.

Vocalist Eileen Wilson’s singing is always rewarding because she was a master of singing on pitch, and with gentle swing.


“My Reverie”

Music composed by Claude Debussy; lyric by Larry Clinton. Arranged by Jerry Gray.

Recorded by Artie Shaw and His Orchestra live in performance at the Blue Room of Hotel Lincoln on November 25 ,1938 in New York.

Artie Shaw, clarinet, directing: John Best, first trumpet; Chuck Peterson and Bernie Privin, trumpets; George Arus, Russell Brown and Harry Rodgers, trombones;  Les Robinson, first alto saxophone, Hank Freeman, alto saxophone; Tony Pastor and Ronnie Perry, tenor saxophones; Les Burness, piano; Sid Weiss, bass; Al Avola, guitar; Cliff Leeman, drums. Helen Forrest, vocalist.

The story:

There was quite a bit of rivalry between bandleaders Larry Clinton and Artie Shaw through the final months of 1938. To greatly oversimplify this, the rivalry was caused by each leader having a substantial hit record going for them at the same time: Clinton’s “My Reverie,” recorded for Victor on July 16, 1938, and Shaw’s “Begin the Beguine,” recorded for Victor’s Bluebird label on July 24, 1938. In the waning months of 1938, these records were selling in large numbers, causing both leaders’ booking agent, General Amusement Corp. (GAC), to be fielding all kinds of offers for each band, and sometimes the same offer for both bands. What eventually tipped the scales in Shaw’s favor was that sales of his Bluebird recording of “Begin the Beguine” went from excellent to spectacular as 1938 was winding down. Sales of course generate money, and then as now, money talked louder than anything else in the entertainment business.

The arrangement the Shaw band played on “My Reverie,” and Artie’s, Helen Forrest’s, and the band’s performance of it, wonderful though they are, constituted only a “cover” version of Clinton’s hit record. In fact, the Shaw performance we hear with this post, was heard only once, when it was broadcast over the NBC radio network on November 25, 1938. Fortunately, NBC had an aircheck recording of it made, and that recording was issued by RCA Victor in the early 1950s at the beginning of the age of 12-inch 33 1/3 rpm long-playing record.(5) New audiences marveled at Shaw’s performance when they heard it more than a dozen years after it was made. Why, they asked, had Artie Shaw not made a Bluebird recording of “My Reverie” in 1938? The answer is that since Clinton’s hit recording came out on Victor’s premium label, if another artist in the Victor stable was going to record it, that recording would have to be made on Victor’s budget-priced Bluebird label. And such a recording was made, by Glenn Miller’s relatively new band, on September 27, 1938.

The music:

It is always exciting to hear recorded performances by musical artists that were made when their careers begin to take off. For Artie Shaw, there are many such recordings from the summer and autumn of 1938. These are to be found not only on Shaw’s Bluebird records, but in many other performances that were recorded from radio broadcasts then. The French have a marvelous word for this: frisson. That word means the sudden arrival of excitement. Shaw’s performance of “My Reverie” is a textbook illustration of frisson. (Above right: Artie Shaw plays in the Blue Room of Hotel Lincoln in Manhattan in late 1938.)

As this performance begins, we hear the simple piano introduction played by Les Burness, and the whispering of the other three instruments in Shaw’s rhythm section. The first chorus begins with Shaw playing the main melody through the first eight bars very simply, allowing his clarinet sound to sing, backed at first only by the quiet rhythm.  As he begins the repeat of the melody, the four saxophones begin to hum and the six brass instruments begin playing open, but very quietly and into their metal derby mutes. The effect is to create an aureole of warmth around the sumptuous sound of Shaw’s clarinet. Musical magic is happening. The saxophones sing out the secondary melody in the first half the bridge, abetted by the robust open brass (led by John Best) in the second half. The sounds they create are effective contrasts to what preceded and what follows. Artie returns to complete the first chorus, with the ensemble, playing a bit more elaborately. Notice how he ends his solo, going from his clarinet’s low register to its high register via a perfectly executed glissando.

Artie Shaw and his band in a short film made by Warner Brothers at their Brooklyn, New York studio on November 28 and 29, 1938. Shaw and Helen Forrest are in front. The band members are, L-R front: Al Avola, Ronnie Perry, Hank Freeman, Les Robinson, Tony Pastor; back: Sid Weiss, Chuck Peterson, Bernie Privin, John Best, Harry Rodgers, George Arus, Les Burness and Russell Brown. The drummer is Cliff Leeman.(6)

A typically efficient Jerry Gray modulation brings Helen Forrest forward to sing the lyric. At the time she made this recording, she had been in the Shaw band for only a short time, having joined at the end of September. At the end of 1938, Helen Forrest, talented though she was, did not have about her the trappings of success much less stardom. She was a young woman of 21 years who was basically unknown, but who had a great voice, and knew how to use it. She regarded herself as a member of the Shaw band who, like all of the others, did her job, and did it very well. She went to the microphone when it was time for her to sing, sang beautifully, and then sat down. She was not a dynamic stage personality, and though she had a good figure, was not a great beauty. When Helen Forrest sang with Artie Shaw’s band, audiences listened with their ears, not their eyes. Her singing always took care of itself. She was learning the nuances of stage presence before audiences on the fly. (Helen Forrest in 1938 at left.)

Of course, most of that is irrelevant when we listen to this recording. Helen’s performance here is excellent in every respect: on-pitch; fine, warm voice quality; easy, relaxed movement between registers.

Drummer Cliff Leeman’s cymbal crash brings the band back for the swinging,  climactic half-chorus, which includes the robust open brass, the singing reeds and a bit of Artie’s clarinet. 

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

Notes and links:

(1) Liner notes for Larry Clinton and His Orchestra 1937-1938, Hindsight LP HSR-109 (1977), by Irving Townsend.

(2) Ibid.

(3) The information above regarding Bea Wain’s early career and association with Larry Clinton comes from: a) the Wikipedia post on her; b) https://bandchirps.com/artist/bea-wain/ and c) most importantly from a piece written by my friend and colleague, Christopher Popa, about Larry Clinton, which contains excerpts from a very worthwhile interview he did with Bea Wain: http://www.bigbandlibrary.com/larryclinton.html

(4) The Life of Debussy by Roger Nichols, (1998).

(5) Per Shaw expert Reinhard Scheer-Hennings: “This particular aircheck as well as all others used by RCA Victor for LPT-6000 (the 2 LP set referred to in the post) were made by NBC for its own purposes. All in all, 25 NBC Shaw remotes from 1938/39 have survived – a minimal number in comparison to what is still available for Miller and T. Dorsey. They are listed in RCA’s “Vault Inventory of 16” Broadcasts and Airchecks”.

(5) The Vitaphone Melody Master entitled: Artie Shaw and His Orchestra was made at the Warner Brothers-Vitaphone Studio in Brooklyn, New York on Monday November 28, 1938 and Tuesday November 29, 1938. The film was released by Warner Brothers on April 29, 1939, and premiered at the Fox Theatre, Los Angeles on May 3, 1939 The director was Roy Mack. The film is in black & white and is 9:37 minutes long. Tunes included in the film are:  “Nightmare” – opening theme;  “Begin the Beguine,” “Let’s Stop the Clock” – Helen Forrest, vocal; “Non-Stop Flight” (no tenor sax solo); and “Prosschai” – Tony Pastor, vocal. This information comes from Glenn Miller Archive collections, resources for Artie Shaw.

Here is a link to many of the images that have appeared here at swingandbeyond.com:


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  1. I’ve always very much enjoyed both Larry Clinton’s writing and band. I’m sure that many of us, Clinton fan or detractor, have come across the criticism of the day: “It goes in one ear and out of his pen.” Well, with the “Swinging the Classics” tag in mind, we know that Larry was neither the first nor the last to borrow from and adapt “longhair” music. It seems to me that the great John Kirby sextet did quite a bit of this themselves. Larry, simply following his musical preferences and artistic leanings, found a gimmick, which — let’s face it — all big bands were searching for to distinguish their crew from the hordes of others, and applied it tastefully. For me, one of the real delights of his work is the combinations of instrumental textures he employed. He wasn’t carrying a French horn or an English horn or a bassoon — or even a bari sax. He had a fairly typical instrumental set-up for the day, but he combined these instruments, with a very personal utilization of clarinets, most ingeniously. My mom, a big fan of Ms Wain, made me Bea-conscious when I was quite new to swing, many years back. Larry’s star vocalist became one of my favorites of the era. She had a good, instantly recognizable tone and a sure ear as well as a very straightforward delivery. She wasn’t overly dramatic or stylized in her approach — so when she did apply emphasis, at a lyric’s climax, it had impact. She seemed to have faith in both the words’ inherent power and her audience’s ability to assimilate these words.

    “My Reverie,” from beautiful source material (regardless of Debussy’s view) is easily one of my favorite Clinton sides. The opening cymbal seems to say, “Listen!” — and we’re off, because everything that follows is captivating. The reeds cast a spell and I love the move into shuffle. Larry, it seems to me, always made very effective use of mutes in his charts, they became a very important texture, gloriously utilized here. I can hear Jack Chesleigh’s guitar in there, too, with Henry Adler’s terpsichorean brushes in the shuffle spots, and we’re reminded that this is swing, not Debussy as we knew him. The clarinets and smooth open trumpets keep the mood appropriately serious, though. Bea’s chorus is celestial, one of those relatively rare flawless ballad choruses. I’ve always considered her levitating “whirlpool” and final soaring “reverie” to be among the all-time greatest moments in Pop Vocal history. I love the stately chime-like effect of the reeds and piano during her first sixteen and last eight bars.

    I must confess, I’ve never warmed too much to the concept of the later recreation of classic Swing Era recordings, despite the fact that I do recognize both the technically improved sound and sometimes superior musicianship of the participants. However, I do think this May recording is very well done. The talented Eileen Wilson, seems to take special care to approximate closely Bea’s vocal, even to her pronunciation and phrasing of “reality” and “formality.”

    Though a mere cover, I’ve always enjoyed the Shaw band’s on location take on the Clinton hit. Most surprising to me is that Artie gave Helen a break with the tempo , as he, in his noted disdain for vocalists whose last name wasn’t Holiday, sometimes almost sabotaged poor Helen with a pace quite unsuited, however swinging, to ballad material. This is particularly noticeable on quality tunes like, say, “I Didn’t Know What Time It Was.” Here, as always, I love to hear just Artie and the rhythm first before the reeds and brass join in. Helen muffs the “poor fool” line but, as always, sings with warmth and beautiful technique and tone.

  2. Helen Forrest apparently had something of a habit of forgetting lyrics during live performances. She also forgot the lyrics to “What’s New” during the November 3, 1939, broadcast from Cafe Rouge. Yet, (maybe) oblivious to her error, soldiers on and delivers a typically beautiful performance.

    Larry Clinton recorded “My Reverie” again twice in the 1950s curiously with vocals by Helen Forrest and Helen Ward. In an interview, Bea Wain stated she would have done the 1956 RCA recording (“Larry Clinton in Hi-Fi”) had she been asked by Clinton and felt snubbed that she wasn’t. Clinton also recorded “My Reverie” again in 1960 in stereo as an instrumental on the Everest album “My Million Sellers.”

    • I must confess, I’ve always winced at that particular error of Helen’s, as her altered line is essentially nonsensical. I think she realized her mistake — and she later put “Of course, you couldn’t know” in the proper spot. As I recall, I’ve also caught a boo-boo or two from Martha Tilton on the Camel Caravan shows, . In fairness, those Big Band Era vocalists had a good deal of material thrown at them and sometimes little opportunity to refine an interpretation or even familiarize themselves with the lyrics before they stepped up to the microphone. I don’t think “And I done forgot the words!” à la Louis’ “I’m a Ding Dong Daddy” would have gone over too big in a ballad performance. Of course, flubbed lyrics, trumpet clams and clarinet squeaks that may go largely unobserved by an on-location reveling audience can, if preserved, stick out for the at-home undistracted listener.

  3. Yes, it is amazing how few mistakes big band vocalists made in live performances despite being expected to constantly perform new songs without the benefit of sheet music and with little time to rehearse.

    I had the good fortune to see Helen Forrest perform at the Arizona State Fair in 1963 with Sam Donahue and the New Tommy Dorsey Orchestra. Also performing were Frank Sinatra Jr., Charlie Shavers, and the amazing Peg Leg Bates. Although long past the Swing Era, there was a large crowd in attendance. But, of course, the show was free! Helen was in good voice that afternoon and looked great.

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