“Dancing in the Dark” (1941) Artie Shaw/Lennie Hayton

“Dancing in the Dark”

Composed by Arthur Schwartz; arranged by Lennie Hayton.

Recorded by Artie Shaw and His Orchestra for Victor on January 21, 1941 in Hollywood.

Artie Shaw, clarinet, directing: Billy Butterfield, first trumpet in finale; George “Jumbo” Wendt, first trumpet; and Clyde Hurley, trumpet; Jack Jenney, first trombone; Vernon Brown and Ray Conniff, trombones; Les Robinson, first alto saxophone; Neely Plumb, alto saxophone; Jerry Jerome and Bus Bassey, tenor saxophones; Johnny Guarnieri, piano; Al Hendrickson, guitar; Jud De Naut, bass; Nick Fatool, drums; Truman Boardman, Ted Klages, Bill Brower, Bob Morrow, Alex Beller, Eugene Lamas, violins; Alan Harshman and Keith Collins, violas; Fred Goerner, cello.

The story:

Artie Shaw had spent much of the autumn of 1940 working in San Francisco at the Palace Hotel, where he and his band were ensconced from September 12, 1940 until late November. While they were at that location, they flew to Los Angeles every Monday to rehearse and broadcast the NBC Burns and Allen radio show. This schedule made it difficult for Shaw and his band to make recordings for Victor. Only one recording session was scheduled during this time, on October 7. Even though the Palace Hotel gig was originally scheduled to last six weeks, it was extended into late November. By then, Artie was getting restless, a condition that afflicted him his entire life.

Artie Shaw and His Orchestra at the Palace Hotel in San Francisco – September 12 to late November 1940. They did great business during their entire residency at that venue.

In essence, Shaw wanted to center his band’s activities in Los Angeles, and he did not want to tour. In Los Angeles he could resume making records for Victor, and participate in the Hollywood life he later was critical of, but at the time seemed to relish. Moreover, Paramount was about to release the film Second Chorus in late November. A preview took place in Westwood Village on November 27, with the film opening in theaters on December 3. Shaw participated in all of the pre-release fanfare. After Shaw returned to L.A., he and his band continued to spend most of each Monday at rehearsals and broadcasts of the NBC Burns and Allen radio show.

A publicity still from the Paramount film Second Chorus. L-R: Charlie Butterworth, Paulette Goddard, Fred Astaire, Artie Shaw and Burgess Meredith. In 1940, Shaw relished the Hollywood life.

In order to provide Victor with some recordings, Shaw made nine sides with his big band (on December 3 and 4), and four sides with his Gramercy Five (on December 5). It is striking how much negative criticism most of these recordings, as well as those made previously by this orchestra and Gramercy Five, received from the amateur “music critics” whose ill-considered reviews filled the pages of many contemporary pop music periodicals then. It seems that those reviewers found it difficult to take seriously music played by an orchestra with a string section, and music played by a small group that contained a harpsichord. It also seems that many of those reviewers were still holding a grudge against Shaw for his verbal salvos against over-zealous swing fans, made the year before.

The general population of swing fans also seemed to bear a grudge: “Jittterbugs, like elephants, apparently never forget. Last year Artie Shaw, in giving up his band, called the alligators names, among which was ‘morons.’ Shaw’s making a return in Borris Morros’s film ‘Second Chorus’ due next at the Paramount, N. Y. The trailer for the picture, when Shaw’s face comes up, is being hissed.” (2)

In the midst of all of this, the Shaw orchestra, which, with Artie himself, was playing beautifully, opened at the new Palladium Ballroom in Los Angeles on December 12, for a six weeks stay. Artie was happy to be in Hollywood, and felt quite contented to be working on the Burns and Allen radio show and at the Palladium, even though the seven nights a week Palladium gig interfered with his attendance at Hollywood parties with movie starlets.

On December 17, Shaw recorded another four sides for Victor, including the two-sided twelve-inch blockbuster “Concerto for Clarinet.” This recording demonstrates how magnificently Shaw was playing then. Nevertheless, reviews of this recording, though containing some tepid recognition of Shaw’s virtuosity, were largely negative. Those reviews have faded into the seldom read pages of archived periodicals while most of Shaw’s music, definitely including “Concerto for Clarinet,” continues to delight people who listen to the music of the swing era, and is a source of endless fascination and amazement for all clarinetists.

Artie Shaw and His Orchestra at the Palladium – late 1940-early 1941.

I strongly suspect that Artie Shaw spent little or no time reading reviews of his recordings in periodicals. He was very much engaged in making fine music with his big band and Gramercy Five, which was very popular with the dancers who packed the Palladium during his run there. He was also making a good many large bank deposits. His weekly pay for doing the radio show was no less than $2,500.00; he was probably netting $2,500.00 – $3,000.00 weekly from his work at the Palladium. But what paid Shaw the most money over the longest time was his contract with Victor Records. His recording of “Begin the Beguine” was an annuity in itself. In addition, three of his other recordings from 1938-1939 were large sellers (“Nightmare,” his theme; “Back Bay Shuffle,” and “Traffic Jam” all became million-sellers). Many other recordings he made then were still selling briskly during 1940. And then, the recordings he made in 1940 were also beginning to sell in large numbers, particularly “Frenesi,” “Temptation” and “Star Dust.” Shaw had signed a contract with Victor in March of 1939 guaranteeing him “$50,000.00 per year for the next two years, against a royalty of 8% of all record sales.” He exceeded his guarantee in both 1939 and 1940. Victor was by early 1941 expressing an  interest in extending Shaw’s contract for another year or two. (Multiply these dollar amounts by 15 to get the approximate value in dollars today.)

Two events upset the balance of Artie Shaw’s life in Hollywood. First and foremost, the move of the Burns and Allen radio show from Hollywood to New York. The last Burns and Allen show with Shaw from Hollywood was broadcast on January 27, 1941. The next show, on February 3, was broadcast from NBC’s Chicago studios, located in the Merchandise Mart. The February 10 show emanated from Radio City in Manhattan, as did all remaining shows Shaw appeared on. His contract with the show ended on March 24. (Above left: Artie Shaw and his Gramercy Five perform at the Rose Room of the Palace Hotel in San Francisco – October 1940 . L-R: Johnny Guarnieri at his electric harpsichord; Al Hendrickson on guitar; Jud De Naut on bass; Artie on clarinet and Billy Butterfield on trumpet. Not visible is drummer Nick Fatool.)

Of less significance was the conclusion of his engagement at the Hollywood Palladium, which happened on January 22. That engagement, though only marginally profitable monetarily for Shaw, nevertheless allowed him to maintain a first-rate band that played together seven days a week. And playing together that much ensured that the Shaw orchestra always sounded great. And he did not tour.

In order to capture this great Shaw orchestra one last time, a Victor recording session was scheduled for January 23. Four tunes were recorded at that session, including “Dancing in the Dark.” After the January 27 Burns and Allen show, Shaw disbanded this orchestra. Many of the musicians who were in that aggregation were Los Angeles-based, and had wives and families in Los Angeles. Understandably, they were reluctant to uproot their lives to move with Shaw to New York. Artie asked who wanted to remain with him as he moved east, and basically all of the musicians who were New York-based said they did. This group included the three section leaders, Les Robinson, Jack Jenney and Billy Butterfield, as well as Ray Conniff, Jerry Jerome, Bus Bassey, Johnny Guarnieri, Nick Fatool and several of the string players. To play the Burns and Allen show in Chicago, Shaw would fill out the sections of the orchestra with A-grade local musicians, and then would do the same in New York. (1)

The music:

Artie Shaw’s recording of “Dancing in the Dark” achieves that magic trifecta: it presents one of the best bands of the swing era playing one of the greatest arrangements of the swing era on one of the great standards in the American Popular Songbook. This recording demonstrates how rarefied the development and performance of swing as dance music could be.

The Shaw orchestra that made this recording had been together for about seven months. They played together during that time on a daily basis, under the leadership of one of the most inspiring leaders of the swing era. This ensured an integration as an ensemble that is remarkable. Artie Shaw was not only a dazzling virtuoso clarinetist, he was also a bandleader who had the ability to motivate the musicians under his direction to play at and often beyond the upper limits of their talent. That meant that they were not only inspired by Shaw, they also were inspired by each other. The musical results they achieved as an ensemble were uniformly excellent.

Although many of the arrangements this orchestra played were very good, this brilliant arrangement, by the gifted Lennie Hayton, is a textbook example of how to use its particular musical resources to maximum effect. (At left: Lennie Hayton.) The first aspect of this arrangement that is apparent is its balance. The string, reed and brass sections of the orchestra are presented in such a way as to highlight them individually, while at all times exalting Arthur Schwartz’s great melody. (It was composed for the 1931 Broadway production “The Band Wagon.”) This is done with masterful pacing in a sequential fashion where the instrumental sound of each section is gently contrasted with that of the section that played before it. There is a logical flow of music that is filled with contrasting sonorities from the evocative introduction to the stirring finale.

The Stravinsky connection:

There has been a minimal amount of critical attention paid to the relationship of Artie Shaw’s music to that of the master composer Igor Stravinsky. I am not sure how or when Stravinsky’s music might have come to the attention of Artie Shaw, but it is clear to me that the musical antecedent to Shaw’s moody theme song, “Nightmare,” which was composed by Shaw in the summer of 1936, is the ostinato in the Berceuse section of Stravinsky’s music for the ballet The Firebird. Stravinsky’s Firebird music was composed in 1910, the year of Shaw’s birth. (Above: Igor Stravinsky as drawn by Pablo Picasso.)

After several conducting tours of the United States, Stravinsky finally emigrated here in the wake of the chaos that was created in Europe by the beginning of World War II, when Germany invaded Poland on September 1, 1939. He arrived in New York on September 30, 1939 before going on to Boston, where his initial employment in the United States was to deliver a series of six lectures on music at Harvard.

It is difficult to believe that when Stravinsky came to the United States to live, he was in very poor condition financially. Even though he had composed several towering works of music, including for the ballets The Firebird  and The Rite of Spring, his copyrights in those works were in disarray, and he was receiving almost no royalties when they were performed. In fact, management of Stravinsky’s career at that point was in disarray. He had no professional management, and relied upon well-intentioned friends (sometimes mere acquaintances), to broker work for him, usually as a traveling conductor.

He had made a few visits to Los Angeles in the mid and late 1930s to conduct. Inevitably, he was introduced to movie people. At one dinner in March of 1936 at the home of Charlie Chaplin and Paulette Goddard, George Gershwin and Mr. and Mrs. Edward G. Robinson were in attendance. Chaplin, who was in very good condition financially, in a lordly manner, proposed that he and Stravinsky should collaborate on the music for a Chaplin film. Stravinsky’s interest was piqued. Nevertheless, this proposal was just another of Chaplin’s flights of fancy, because nothing came of it.(3)  A bit earlier, Stravinsky was the guest at a dinner with Boris Morros, who was a graduate of the St. Petersburg Conservatoire, but more importantly, head of music at Paramount Pictures. At that dinner, Morros and Stravinsky discussed Stravinsky composing the music for a Paramount film, and supposedly coming to a contractual agreement for this whereby Paramount would pay Stravinsky $25,000.00, more than a quarter of a million dollars in the value of the dollar today. It is unclear if there was ever a written contract, or if Paramount paid any money to Stravinsky, but he discussed this project with a number of people, including a French journalist over a year later.(4) Unfortunately, this project also was never undertaken. (Above right: Igor Stravinsky: He exuded a European cool that American jazz musicians found attractive. His music expanded their aesthetic horizons.)

Despite these (and other) false starts involving Stravinsky and Hollywood, the great composer was delighted by the climate of Southern California, and he gradually decided that was where he wanted to live. Eventually, he would.

In the autumn of 1938, Stravinsky received word that Walt Disney wanted to use The Rite of Spring music “…for a sequence about prehistoric animals in a full-length animated cartoon film. Somebody had brought a recording of The Rite to one of Disney’s Hollywood planning meetings in September, and he got very excited and began, as was his wont, to visualize the setting, ‘with dinosaurs, flying lizards and prehistoric monsters.’ Fantasia was made at a time, he later recalled, ‘…when we had the feeling that we had to open the doors here…that we could do some very exciting, entertaining and beautiful things with music and pictures and color.’ The time (Disney referred to), he might have added, was when Snow White was making him so much money that he felt able to test the market for somewhat more esoteric fare.”(5) In January of 1939, Stravinsky signed a contract with Disney that allowed Disney to use The Rite of Spring music in any way he chose in exchange for $6,000.00.(6)

Disney settled on the concept for Fantasia in 1938 as work neared completion on The Sorcerer’s Apprentice, originally an elaborate Silly Symphony cartoon designed as a comeback role for Mickey Mouse, who had declined in popularity. As production costs surpassed what the short could earn, Disney decided to include it in a feature-length film consisting of eight animated segments set to eight classical pieces, with the music  conducted by Leopold Stokowski, seven of which are performed by the Philadelphia Orchestra. (Actually, a total of twelve pieces of music made it into the final film, including an astonishing 22 1/2 minutes of Stravinsky’s Rite of Spring.) Music critic and composer Deems Taylor acts as the film’s master of ceremonies, and  introduces each segment in live action. Fantasia was released on November 13, 1940 amid a barrage of advertisements and promotion.(7)

As one might expect, Hollywood was abuzz over Disney’s latest creation. And Hollywood at that time, definitely included Artie Shaw. Three months later, this blurb appeared in Variety: “DELAYED FANTASIA  Artie Shaw Job Put Off Months – Disney’s Defense Work …Artie Shaw’s recording of a ‘Fantasia’ subject for Walt Disney has been postponed for at least six months; He was to have done the job April 10. The Disney office explained that the contracted assignment would have to be put off because the Government has asked the Disney studio to do some defense subjects, and because of the company’s current involvement in roadshowing, ‘Fantasia,’ and in other matters.” (8) I wonder what Shaw was contracted to do, and why in fact this project did not go forward?

Back to the music:

Lennie Hayton’s introduction to Artie Shaw’s recording of “Dancing in the Dark” evokes a gray, misty crepuscule. His deft mixture of tremolo strings, Jack Jenney’s velvety trombone, and the straight-muted trumpets lead to the sound of lush strings and a warm ensemble chord. All of this is played without rhythmic accompaniment, giving the music a floating feeling.

The first melody exposition in the first chorus is taken by the string nonet, underlined at first by the harmonized saxophones. The cup-muted brass, with George “Jumbo” Wendt, playing the lead trumpet part, arrive, taking the melody, now underlined by the strings. Maestro Shaw appears next,  allowing the rich sound of his clarinet to sing a paraphrase of the melody. In this sequence, Hayton provides Artie with a sparse background of rhythm (pianist Johnny Guarnieri, a most sensitive accompanist, shines here), and strings. Toward the end of Shaw’s solo, the four saxophones warm the background.

The now open brass then play a transitional sequence that is dynamically more intense than what has preceded it. They are joined by the reeds and strings in a most pleasing combination. The saxophone quartet then plays the melody in immaculate fashion, as a unison soli. (Above right: Shaw’s saxophone section 1940-1941: L-R: Clarence “Bus” Bassey, Neely Plumb, Jerry Jerome and Les Robinson.) Notice the descending strings playing into a brass chord behind them – a felicitous arranging touch. Jumbo Wendt then plays the melody on his Harmon-muted trumpet against a background of shifting instrumental sounds. The saxophones, now harmonized, then return, and move the performance toward its climax. Billy Butterfield is now playing the first trumpet part, and he increases the musical voltage as the dynamic level of the entire ensemble goes up.

Shaw’s clarinet, now in its high register, paraphrases the melody one final time, against the finale Lennie Hayton borrowed verbatim from Igor Stravinsky’s Firebird finale.

All of the magical musical details that make up this superb arrangement and performance were essentially not appreciated by Artie Shaw’s fans, but paradoxically, they loved this recording, probably because at its most basic level, it is a melodic feast, and perfect dance music.


By the time this recording was released on a Victor record in the late winter of 1941, the sales figures on Artie Shaw’s many previous recordings for that label had been assessed by Victor’s accounting department. Shaw was one of Victor’s best-selling artists. They wasted no time in signing him to an extension of his contract with the label. Here is a blurb that reported the details: “ARTIE SHAW’S RECORDS …Sets Deal for Continuance with Victor on 50¢ Label. In New York for five weeks of broadcasting with the Burns and Allen Hormel radio show, the first-airing of which was done Monday (February 10), Artie Shaw signed a new recording contract with Victor Records. The new contract is for two years and takes effect when his old one expires in the near future. It calls for practically the same terms. Shaw’s old contract, written while his stuff was being released on the 35c Bluebird label, whereas he’s now on the 50¢ Victor, called for a guarantee of $1,000 a side for 50 sides a year, against a royalty of 8% of the gross from sales. New one is the same except for the already mentioned difference in the guarantee. When, Shaw was cutting for Bluebird his band was the jump crew he walked out on. He now uses 22 or 23 men, including a string section.” (9)

The recording presented with this post was digitally remastered by Mike Zirpolo.

Notes and links:

(1) The details of Artie Shaw’s work in California in the second half of 1940, and then his return to New York in early 1941, are derived from the materials contained at The Glenn Miller Archive at the University of Colorado, Artie Shaw Resources, which have been organized by Reinhard Scheer-Hennings and Dennis Spragg. Also consulted was Artie Shaw …A Musical Biography and Discography (2000), by Vladimir Simosko, and various issues of Down Beat and Metronome from that time.

(2) Variety December 25, 1940.

(3) Stravinsky …The Second Exile: France and America, 1934-1971, by Stephen Walsh (2006), 62. Hereafter Stravinsky.

(4) The resulting article, by Andre’ Frank, entitled: Igor Stravinski va composer pour le cinema, was published in the French periodical L’Intransigeant on May 19, 1937. See Stravinsky, 61.

(5) Stravinsky, 89-90.

(6) Ibid., 90.

(7) Many of the details of the musical content of Fantasia were derived from the Wikipedia post on that film.

(8) Variety, March 5, 1941, p. 45

(9) Variety February 12, 1941.

Here are links to other recordings made by Artie Shaw in 1940:





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  1. Hi Mike, Just wanted to thank you for your informed and interesting analysis of Artie Shaw’s “Dancing in the Dark,” one of my many favorites by him When I saw that you had chosen this, I was curious if you would present another version in comparison, as you typically do. Thank goodness you didn’t choose the Time-Life “Swing Era” re-creation or the Francis Bay Big Band rendition, as, to my ears, both miss the the beauty and finesse of Shaw’s recording.by a wide margin. (Admittedly, I would have been curious to read your opinion of “Dancing in the Dark” by the 1984 Shaw Orchestra, under Dick Johnson’s direction, playing it on the TV program “Big Bands At Disneyland,” with Artie himself conducting. Without the strings, another miss, if you ask me.) Incidentally, when my Brother Jay and I were only teenagers, he bought a copy of the original 78 rpm disc of “Dancing in the Dark,” with its black and gold Victor label, at a thrift store in our hometown, Alliance, Ohio – for the princely sum of five cents.

    • Hi Chris. Thanks for the comment. When I post a “redux” version of a classic swing era performance, I try to post one that successfully captures the spirit of the original. In a very few cases, I think the “redux” version not only captures the spirit of the original, it has its own spirit that is equal to or greater than the original version. Of course more often, various later versions fail to hit the mark. In any event, I am very strongly in favor of today’s musicians playing the music of the swing era. When that happens, no matter the quality of the performance, the music lives.

  2. “Magnificent” seems to me to be a word that should not be tossed around casually. The Shaw band’s take on one of the Great American Songbook’s finest entries strikes me, though, as one instance in which the superlative can justly be applied. It’s truly an extraordinary record. I’m a big admirer of the Arthur Schwartz-Howard Dietz team and have always found this number, from Broadway’s 1931 THE BAND WAGON revue, to capture the general feeling of its time, in the cataclysm of the Great Depression: Dietz’ “Time hurries by, we’re here and gone” is powerful and relevant, and is reflected in Schwartz’ melody and harmonic structure.

    With the US staring at the strong likelihood of involvement in WWII, the mood of this beautiful standard must have taken on new meaning for many — perhaps even Shaw, who not only loved superior pop material but would soon be moved to take action in the war effort. I’ve speculated that Hayton’s experience in the Hollywood film world surely provided ideas for how to create drama in the roughly three minutes’ space allotment of a dance band recording. This cinematic background, in combination with the Stravinsky influence, enabled him to fashion a very high-impact arrangement. Of course, without musicians of the calibre we find here, the impression would be greatly blunted. This performance is a testament to Artie’s leadership skills as well as a display of what some of the best musicians in the pop field, at the top of their game, could do with first class material. Artie’s sixteen-bar solo is one of my all-time Shaw favorites. That concert Ab in bar eleven, from which he tumbles in an almost Goodman-like manner (I’m sure he wouldn’t have appreciated the comparison) always gets me. And only Artie could have wailed over Hayton’s FIREBIRD-derived denouement to this effect. Yes, a magnificent sonic story, in total.

  3. Yes, I agree with all of you above! Artie Shaw’s works are indeed magnificent, including this one. I really love this song, though, in Carefree starring Fred Astaire & Ginger Rogers. Irving Berlin composed it in the film, I believe, and it was just beautiful….nevertheless, Shaw aka: “Cool Daddy” arranged this in his way and it’s grand. Don’t stop the music!
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