“Oh, Lady Be Good” (1937) Benny Goodman/(1939) Artie Shaw

“Oh, Lady Be Good”(*)

Composed by George Gershwin; probably arranged by Fletcher Henderson.

Recorded live in performance by Benny Goodman and His Orchestra from a Mutual radio broadcast on March 11, 1937 from the Madhattan Room of Hotel Pennsylvania in New York.

I must thank Richard Claar, a good friend of swingandbeyond.com, for providing this recording for our enjoyment.

Benny Goodman, clarinet, directing: Harry James, first trumpet; Ziggy Elman and Chris Griffin, trumpets: Red Ballard and Murray McEachern, trombones; Hymie Shertzer, first alto saxophone; and George Koenig, alto saxophone; Arthur Rollini and Vido Musso, tenor saxophones; Jess Stacy, piano; Allan Reuss, guitar; Harry Goodman, bass; Gene Krupa, drums.

The story: 

The period of early 1937 is when the success of Benny Goodman and His Orchestra went from building slowly to massive. The previous summer, they had been selected to appear on the weekly sponsored Camel Caravan radio show broadcast over the full CBS radio network. They had also made a feature film, The Big Broadcast of 1937, in Hollywood. By the time these two media events had begun to percolated into the consciousness of of young, swing-loving music fans in the autumn of 1936, the Goodman band was back in New York. They began a lengthy stay at the Madhattan Room of Hotel Pennsylvania in early October. That venue would remain the Goodman band’s base of operations until April 29, 1937, almost seven months, and would include dozens of sustaining (unsponsored) radio broadcasts of the band over both the CBS and Mutual radio networks. (Above left: Benny Goodman playing in the Madhattan Room of Hotel Pennsylvania in New York in 1937. Guitarist Allan Reuss is in the foreground; CBS announcer Bert Parks is in the background.)

Having a sponsored weekly radio show through this time provided Goodman with a solid financial base. It generated enough money to pay most if not all of the ongoing expenses of running his band. Whatever he made from other sources, including record sales, personal appearances and other promotional activities, was profit. In addition, the weekly Camel Caravan radio broadcasts, as well as the more frequent sustaining broadcasts from the Madhattan Room, were creating a huge demand for the Goodman band in person.

The first major theater appearance for Benny Goodman and his band during all of this build-up started on March 3, 1937 at the Paramount Theater in Times Square in Manhattan. Goodman and his handlers expected this two-week engagement to be successful, but what happened surprised them. The first day, the band attracted more than twenty-one thousand people to the theater. The first week resulted in a gross for the Paramount in excess of $58,000.00. (Multiply by 15 to get the value in today’s dollars.) The gross for the second week exceeded $45,000.00. The band was held-over for an additional week, grossing $35,000.00 during the week before Easter, traditionally a bad week for theaters in the late 1930s. In addition, mainstream print media were full of stories about Benny Goodman’s band at the Paramount Theater. Indeed, the band’s first stand there became a media event. Audience hysteria, including dancing in the aisles, fed on itself. Benny looked upon this with disdain. They always used to talk about dancing in the aisles at the Paramount Theater, and we always would try to avoid it. I mean, if anyone came on stage or danced in the aisles, we thought it was rather ridiculous, and we’d try to stop it all the time. But people succeeded in doing it anyway. It interfered with the program that was going on.” (1) (Above right: the facade of the Paramount Building on Broadway at 43rd in the 1930s. The famous Paramount sign and marquee are lower left-center.)

A photo of a couple dancing in the aisle of the Paramount Theater during Benny Goodman’s first appearance there in March of 1937. It appears this phenomenon started as a result of a publicity stunt cooked-up by the theater’s public relations person.(2)

It was in the middle of the excitement, hysteria and success of the Goodman band’s first appearance at the Paramount Theater that this marvelous performance of “Oh, Lady Be Good” was captured off the air from a Mutual sustaining broadcast from the Madhattan Room of Hotel Pennsylvania.

“Oh, Lady Be Good,” known among jazz musicians as “Lady Be Good,” was composed by George Gershwin in 1924 for the Broadway show Lady Be Good!  One of the first recordings made of it was in late 1924 by hotel bandleader Bernie Cummins. After that, it gained currency among jazz musicians in both the USA and in Europe, and became a favorite vehicle for improvisation. Red Norvo made a recording of it in March of 1936, Benny Goodman made a recording of it with Teddy Wilson and Gene Krupa in April of 1936. Jazz saxophone colossus Lester Young made a superlative recording of it in November of 1936 in a small group led by Count Basie.(3)

The performance of it presented here by Benny Goodman’s full band, is superb, and was captured in great fidelity by Mutual’s remote radio engineers.

The music: 

This performance sounds very much like a Fletcher Henderson arrangement, and it provides us a glimpse of the Benny Goodman band in the early weeks of trumpeter Harry James’s tenure with the band. James leads the trumpets through the introduction and first sixteen bars of the first chorus with the exposition of Gershwin’s melody. The saxophones provide a harmonized cushion throughout this sequence, then play the secondary melody with a few crisp brass accents, through the eight bar bridge. The brass return with the main melody atop a cushion of reeds for the last eight bars of the first chorus. Note how the rhythm section, led by drummer Gene Krupa, who has fun with his high-hat cymbal, meshes beautifully through the first chorus.(Benny Goodman and his band at the Madhattan Room of Hotel Pennsylvania – 1937. L-R: front Jess Stacy, BG, Vido Musso, Hymie Shertzer, Arthur Rollini; back: Harry Goodman, Gene Krupa, Allan Reuss, Harry James and Sterling “Red” Ballard.)

The second chorus begins with the King of Swing playing some tasty jazz (16 bars) against the syncopated saxophones. I would say the eight bar trombone solo on the bridge was handled (quite satisfactorily) by Murray McEachern. Benny returns to finish the chorus.

There follows a bit of integrated band interplay leading to an upward modulation. The entire band then swings through a beautiful Hendersonian melody abstraction. The sound of the two trombones atop the low register saxophones provides an effective contrast of sonorities in this sequence . Benny’s clarinet flutters briefly out of this. Vido Musso on tenor saxophone then improvises for eight bars against softly played open brass and humming saxophones.

The finale comes via a brass-led syncopated ensemble recap of the main melody, nicely paraphrased by Mr. Henderson.

Benny Goodman loved the arrangements of Fletcher Henderson. This one provided a perfect explanation for that: it is bright, melodic, uncomplicated and direct. It is happy music, something BG’s audiences easily and joyously grasped.


Here in our redux version is how Artie Shaw played “Oh, Lady Be Good.” By the late summer of 1939, Goodman’s booking agency (MCA), and Shaw’s (GAC) were fervidly playing up the Goodman versus Shaw rivalry. Shaw addressed that in one of the quotes below.

“Oh, Lady Be Good”(*)

Composed by George Gershwin: arranged by Artie Shaw.

Recorded by Artie Shaw and His Orchestra for RCA Bluebird on August 27, 1939 in New York.

Artie Shaw, clarinet, directing: Bernie Privin, first trumpet; Chuck Peterson and Harry Geller, trumpets; George Arus, first trombone; Les Jenkins and Harry Rodgers, trombones; Les Robinson, first alto saxophone; Hank Freeman, alto saxophone; Tony Pastor and Georgie Auld, tenor saxophones; Bob Kitsis, piano; Al Avola, guitar; Sid Weiss, bass: Buddy Rich, drums.

The story: 

The development of Artie Shaw’s band from the string quartet band he started out with in the summer of 1936 into the powerhouse unit we hear in this performance basically took two years. By the summer of 1938, Shaw had nurtured his band in every imaginable musical way, and finally started to see results in the form of increasing public acceptance. Release of what turned out to be a blockbuster hit record, “Begin the Beguine,” which happened in September of that year, began a series of events which by the spring of 1939 resulted in the Shaw band being the number one swing band in the country.

Then, Artie began to encounter some very disturbing setbacks in his career. The first of these was him becoming very ill in mid-April of 1939, just as his band was supposed to begin work on a Hollywood feature film. His illness, a severe blood disorder called agranulocytosis, nearly killed him. He was hospitalized for at least a couple of weeks, and then rehabilitated slowly after that. When he rejoined his band at the end of May, his sidemen noticed that he had changed. Always high-strung, Shaw was now apt to explode when being faced with many of the irksome details of being a successful bandleader. He worked with his band to complete what had become an extended engagement at the Palomar Ballroom in Los Angeles, and made three recording sessions during the month of June yielding 16 sides for RCA Bluebird, who was clamoring for more Shaw recordings because the ones that had already been made were selling very briskly. He also worked with his band on their weekly sponsored NBC radio show Melody and Madness through this period. It was a time of almost constant work and stress. After regaining his strength sufficiently to withstand surgery, he returned to the hospital in late June for a tonsillectomy. (Above right: Artie Shaw convalescing from his tonsillectomy in the Southern California sunshine in the spring of 1939 with chewing gum heiress Helen Wrigley visiting.)

Upon his second return to his band around July 4, he and they started a week-long engagement at the Golden Gate Theater in San Francisco, then at a couple of other Bay area venues. From there, they returned to Los Angeles on July 13 to begin working on the M-G-M feature film Dancing Co-Ed. They were kept busy with that project through the balance of July, but also continued broadcasting their weekly radio show. (Above left: The Golden Gate Theater in San Francisco – late 1930s.)

The Shaw band then worked its way east from Los Angeles through most of the month of August. “A year ago prospects began to look brighter and last fall when the band was playing here (St. Louis) at the Hotel Chase, many authorities were predicting that he would succeed the good King Benny as top man of swing. Now that the prediction has apparently come true, Shaw still has both feet firmly on the ground and no high-hat ideas, something of a rarity for a young man who has recently picked up $100,000 from the motion picture people and drawn the largest salary – $14,000 a week – in the band business. Perhaps one of the reasons that he continues to be a regular guy is the little value that he places on that cherished King of Swing title. ‘I wish they’d kept the damn thing,’ he said candidly, ‘I didn’t like it. It definitely types you.’ As for the published rivalry with Benny Goodman, it just doesn’t exist, all reports to the contrary. ‘We both play the clarinet and there the similarity ends. We don’t play alike at all, and we don’t hate each other. We’re friends, used to work together and live together. While there’s a certain amount of professional rivalry, that’s only natural.’” (4)

Shortly after this story appeared, a number of things happened that changed Shaw’s attitude from one of benign professional contentment to one of barely concealed hostility. “As described by announcer Fred B. Cole on the August 19, 1939, broadcast from the Ritz Carlton Hotel, Artie Shaw and the band were scheduled to appear at an outdoor concert on Boston Commons. Shaw did not want to make the appearance, but his manager insisted. An estimated 10,000 people crowded onto the Commons to hear the band perform. Following the concert, Shaw, and the Mayor of Boston, accompanied by 40 policemen, tried to drive away in the mayor’s limousine. However, the crowd blocked their way and actually turned over the auto. Shaw escaped to fight his way back to the Ritz-Carlton Hotel and lost some of his clothing along the way. WBZ (NBC), announcer Fred B. Cole believed that this physically threatening experience had a great impact upon Shaw’s thinking and likely influenced his public comments and private decisions that would shortly and dramatically affect his career.” (5)

Boston Commons in 1939. Artie Shaw and his band played on this site on August 20, 1939. A near-riot ensued. When leaving the Commons, the car Shaw was riding in was turned over. As he attempted to run back to his hotel, his crazed fans ripped off pieces of his clothing and pulled out some of his hair.

Right after Shaw’s recording of “Oh, Lady Be Good” was made, Artie became embroiled in a disagreement with a dance hall manager in Crystal Beach, Ontario because his band was late starting a dance date. The reason why was that his band members had to go through customs at the Peace Bridge, and then be transported several miles from there to the venue. When they arrived, a relief band was playing. By the time that band finished and the Shaw band set up and began playing, it was about an hour after the contracted for start time. Artie and the band played the first set to the evident delight of the 2,500 dancers present. The venue manager then seems to have taken a high-handed approach to this situation, telling Artie he was going to dock him for the hour. Shaw replied if he didn’t get his full contract price, he and his band would play no more. Thus there was a stalemate. Artie then went onstage and explained to the audience why his band would not be playing the second set, and the audience began to boo, probably because they were not going to get to enjoy the Shaw band for the second set. Shaw and the band then left. Artie’s contract stipulated that he would not be held liable for transportation delays. Nevertheless, lawsuits flew and the press had a field day. Shaw’s stress level increased.

The music:

The arrangement we hear played by Artie Shaw and his band was written by Artie himself, and it contains a lot of riffs, something he later was generally critical of. It began it’s life in early 1939 under the title “Double Mellow,” an advertising catch-phrase that was used by the sponsors of Shaw’s radio show, Old Gold cigarettes. Artie played this arrangement often through the first eight months of 1939, usually to stir his audience into a swing frenzy.

After a brief, bright introduction which ends with a downward phrase played by Artie on his clarinet, the first chorus begins with Shaw’s saxophone quartet playing George Gershwin’s melody for sixteen bars. Rhythmic propellers played by the brass into their metal derby mutes move the music along through this sequence. The open brass take the bridge, being nudged by rhythmic saxophone bursts. The last eight bars of the chorus return the music to the format of the first sixteen.

The second chorus encompasses some tasty Shaw solo clarinet buoyed by bursts of open brass. Tenor saxophonist Georgie Auld romps through the eight bar bridge. The band and Artie split the last eight bars of the second stanza.

The third chorus spots saxophone section riffing, backed by the brass going oo-ah with the trumpeters and trombonists waving their plunger mutes in front of the open bells of their instruments. This gives way to the brass riffing away, underlined by the saxophones. A drum explosion by Buddy Rich is followed by more of the devices used in the first sixteen bars of this chorus.

The next chorus has the brass in front, riffing away, but now with Shaw’s clarinet adding pungent asides. Artie takes the bridge popping out some choice high notes. The last eight bars of this chorus return to the brass on top with reeds beneath mode, with everyone riffing strongly. (Above left: Artie Shaw in 1939. Bassist Sid Weiss is in the background.)

The final chorus continues the brass lead, but now underlined by fluttering saxophones and Shaw’s clarinet, and then the climax, which comes with the brass sextet blasting fortissimo, and the saxophones playing a tasty counterline underneath. A break, and then continued fierce riffing topped by a Shavian high note concludes this bracing performance. (Above right: Artie Shaw and his band on the stage of the Strand Theater in Manhattan in late September of 1939, right after they made the recording of “Oh, Lady Be Good” presented with this post. Variety’s review of their opening at that venue started with this priceless bit of Variety jargon: ‘Artie Shaw, one of the authentic artists in this bounce band thing, raises his clarinet in a steaming hot salute to the altar of wah-wah.'” ) (6)

Special mention must be made of Buddy Rich’s excellent drumming throughout this performance.

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

Notes and links:

(*) The song “Oh, Lady Be Good,” was introduced in the 1924 Broadway musical “Lady Be Good.”

(1) Swing, Swing, Swing …The Life and Times of Benny Goodman by Ross Firestone (1993), 200. Hereafter Firestone.

(2) Firestone, 201. “Two months after BG’s Paramount opening, a one-line item buried in a Down Beat gossip column, praised ‘the inspired move of Mr. McInerney, purveyor of propaganda for the theater, who arranged for couples to dance in the aisles at the first show.'”

(3) Here is a link to the Lester Young/Count Basie recording of “Lady, Be Good”: https://swingandbeyond.com/2017/02/17/lady-be-good-1936-lester-young-and-count-basie/

(4) St. Louis Post-Dispatch August 8, 1939, cited in the Glenn Miller Archives Artie Shaw resources, 1938-1939, page 245.

(5) The Glenn Miller Archives Artie Shaw resources, 1938-1939, page 250. Hereafter GMA Shaw.

(6) GMA Shaw, 269.

Here is a link to a video short of Artie Shaw and his band playing “Oh, Lady Be Good” made for Warner Brothers-Vitaphone at their Brooklyn, New York studio in February of 1939. It is different from the Bluebird recording. https://www.youtube.com/watch?v=aQF4scwmxwM

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  1. Wonderful BG version of the song! Benny sounds in good inspired form on this as did Murray and Vido. Artie’s version never gets boring, but it does highlight that the two concepts were equally good and equally different. One thought that struck me while listening to Artie’s version…..did the ending where there was the brief stop time section draw any inspiration from Duke’s recording of I Want To Be A Rug Cutter? There’s a similar section in that recording as well. Thanks for posting this!

  2. “Oh, Lady Be Good” was one of the first recordings I heard from the Shaw band. New to swing at the time, I was extremely impressed by the orchestra’s verve and vitality and, in particular, the playing of the leader and Buddy Rich. Later, when I learned that Artie, as noted here, was not a fan of the riff device, I thought of some of his sides of this period, especially this one. Perhaps by the time of this session, when the clarinetist was nearing his breaking point in response to the demands of leading a swing orchestra, constantly churning out new sides and performing for those he deemed “morons,” he reluctantly recognized the need to relax his standards a bit. I’m reminded of his earlier resolve, after his disappointment over the commercial failure of his first band with strings, to create “the loudest goddamn band in the world.” I recall reading somewhere that Artie found the Henderson orchestra “boring.” I wish I could remember more from his comment, but I must assume his judgment was based on the arrangements rather than the steady stream of virtuosi who played in the band. It’s possible that Fletcher’s famed association with the BG orch. had something to do with this view. In any case, though I still find Shaw’s “Oh, Lady Be Good” a very exciting side, I’m wowed more by this non-commercial recording of the BG band, from Smack’s arrangement. Much as I love the Shaw aggregation, Goodman’s will always be my favorite, and this on-location performance represents the band at its zenith in terms of personnel and arrangements. I have a 9/20/38 Camel Caravan show full-band version (by which time Dave Tough had replaced Krupa) of “Oh, Lady Be Good,” in which this arrangement (same intro as here) is presented in truncated form as a feature for guitarist Benny Heller (I wonder if Reuss was ever given a similar opportunity with BG), but this superb recording is entirely new to me! Obviously, the approach here, while vital — with the Biting Brass providing spark, as always — is more laid back than the in-your-face Shaw recording, and I find it overall more interesting in its details. Harry’s lead really sings, Krupa characteristically adds his little touches in addition to driving the band, and its nice to hear Murray McEachern soloing. The bluesy Vernon Brown who replaced Murray was good but not the all-around trombonist that his predecessor was. Of course, the reed sections of both orchestras sound wonderful on this Gershwin standard. … How like Artie to convalesce with an heiress.

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