The “King of Swing” meets the Kings of Swing (1940) Benny Goodman with Count Basie, Lester Young and Charlie Christian – “Lester’s Dream” and “I Never Knew.”

“Lester’s Dream”

Composed by Count Basie and Lester Young; informal head arrangement by Benny Goodman and Count Basie.

Recorded by Benny Goodman for Columbia on October 28, 1940 in New York.(*)

Benny Goodman, clarinet, directing: Wilbur “Buck” Clayton, trumpet; Lester Young, tenor saxophone; Count Basie, piano; Charlie Christian, electric guitar; Freddie Green, acoustic guitar; Walter Page, bass; Jo Jones, drums.

The story:

Probably no one advocated in favor of the early Count Basie band more and more effectively than John Hammond. Hammond loved just about everything about the Basie band, but he particularly loved the playing of tenor saxophonist Lester Young. When Hammond first heard the Basie band, on his car radio, he was tremendously impressed by their intensely swinging yet also relaxed performances, studded with creative jazz solos. They were in Kansas City and he was in Chicago, with Benny Goodman’s band. The Goodman band was then (early 1936) beginning their ascent to national prominence. When Hammond first excitedly told Goodman about the Basie band, Benny was unmoved. He had seen Hammond enter a state of what he considered irrational exuberance any number of times before about this musician or that, most of whom did not impress him. (Above right: Count Basie and John Hammond – late 1930s. Hammond was a good man to have in your corner, and Basie knew it.)

Lester Young solos with Count Basie’s band at Treasure Island in San Francisco Bay – October 1939.

But gradually, Benny Goodman came to agree with John Hammond’s assessment of Basie, his band, his soloists, and especially of Lester Young. Incredibly, Young did not make his first commercial recordings until late 1936. Those recordings, particularly Lester’s solo on “Lady Be Good,” were mind-blowing for anyone who knew anything about jazz in late 1936, and that definitely included Benny Goodman and John Hammond. (A link to that recording can be found at endnote (1) below.) Through the year 1937, the Basie band developed into one of the premier jazz-based bands of the swing era, and Lester Young’s reputation among jazz cognoscenti grew.

The year 1937 was also the year Benny Goodman went from being a rising young bandleader with a very good band to becoming an international music star. As that year was drawing to a close, his management team scored a major coup, landing BG and his band a concert engagement at Carnegie Hall, to be staged on January 16, 1938. At the time of that concert, the world of “classical” music was much more segregated than it is today, in every respect, but certainly in the sense that jazz and dance band musicians were looked upon as musical primitives who really had no place in the sacred precincts dedicated to the works of Bach, Beethoven, Brahms et al. (The story of how that concert came to be can be found at endnote 2 below.) (Above left: Benny Goodman on the stage of Carnegie Hall – January 16, 1938. Also visible L-R: Gene Krupa, Babe Russin, Allan Reuss, George Koenig, Red Ballard, Vernon Brown and Arthur Rollini. The other people were audience members seated on the stage, a measure to accommodate for the overflow crowd.)

A photo of several of the musicians who appeared at Benny Goodman’s 1938 Carnegie Hall concert taken from a silent film made at the event. L-R: Gene Krupa, Freddie Green, Johnny Hodges, Lester Young, BG, Buck Clayton, Vernon Brown and Harry Carney.

One of the many facets of Benny Goodman’s personality that was fascinating was that when it came to his music, his behavior was such that some people regarded him as arrogant.(3) Benny completely understood how great a musician he was, and he invested the time and effort to keep his skills as a superb jazz clarinetist at their highest level. As a bandleader who enjoyed incredible success, he was often required to lead his band and play his clarinet six to eight (or more) hours a day, for months on end. But what set him apart from almost every other musician during the swing era (and after), was that in addition to all of the playing he did on the job, he would also practice! To say that Goodman’s standards of performance were sky-high would be an understatement. I am reasonably certain that Benny Goodman had absolutely no concerns that his playing in Carnegie Hall would be excellent. I also think that he was confident that the performance of his band would be excellent. The level of performance of that particular Goodman band reflected Benny’s own high musical standards, as much as that was possible. There is a fine line between arrogance and bringing the goods.

But as the preparations for the Carnegie Hall concert developed, it became apparent that Benny was going to have to supplement his band’s presentation with the talents of other jazz musicians. And those musicians would have to have extraordinary talents. Among the jazz musicians Benny chose to supplement his band’s performance at Carnegie Hall were musicians from Count Basie’s band, including Basie himself, and Lester Young.

Lester’s performance at Carnegie Hall was inspired. His performance on “Honeysuckle Rose” was a highlight of the concert. Goodman came away from that experience with thoughts of perhaps hiring Lester Young to be a member of his band. The tenor saxophonist Arthur Rollini, a member of the Goodman band since 1934, and an impeccable musician and capable jazz player, told that story many years later: “Just before the Camel show one Thursday, Leonard Vannerson (BG’s road/band manager) came to me and said ‘Art, I want to speak to you.’  I said, ‘Leonard, we are going on the air in a minute, and I have to adjust my music. Tell me after the show.’  After the show, Leonard was gone. We had a recording session scheduled for the next morning. When I went down to the Victor recording studio, I found Lester Young in my chair. I retreated to the small lobby outside of the studio. Benny came rushing out. Tears welled in my eyes. Benny said ‘Don’t worry Schneeze (BG’s nickname for Rollini). I am just trying something.’ I went home most unhappy. The next night, Benny invited me to his suite in the Pennsylvania Hotel and played a test recording of “Tippi-Tippi Tin” for me. (This recording had been made the previous day with Lester Young in the band.) I said, ‘frankly Benny, Lester is a good man, but the balance stinks and Lester sticks out (in the saxophone section) like a sore thumb.'”(4) For whatever reasons, Benny did not hire Lester Young. Rolllini remained a member of the Goodman band for about another year. It was a great job – one of the best paying in the music business then. But by the middle of 1939, after a particularly gruelling series of weeks playing in theaters, Rollini was gone. (Above left: two stalwart members of Benny Goodman’s band in the 1930s, Hymie Shertzer and Arthur Rollini.)

Benny Goodman and his band at the March 9, 1938 Victor recording session. Musicians visible – front L-R: Dave Matthews, BG, Lester Young, Lionel Hampton (playing drums): middle: Red Ballard and Vernon Brown; back: Ziggy Elman and Harry James.

Fast-forward to October 28, 1940. Benny Goodman was forced to break-up his band in July of 1940 because of the serious, chronic back problems that had developed for him through the first half of 1940. The story surrounding that can be found in the link below at endnote (5). Benny began organizing another band in early October of 1940, and began playing break-in dates with that band on October 18. Those break-in dates continued until early November. He felt that the new Benny Goodman Sextet was ready to record on November 7, and the big band on November 13.(5A) But for some reason, on October 28, he gathered six musicians from Count Basie’s band (including Basie himself), plus Charlie Christian, in a Columbia recording studio in Manhattan. Everyone was there at the designated time except BG. The musicians were instructed by Columbia’s A and R man (producer), John Hammond, to warm-up so the recording technicians could set a balance on the group. A blues was recorded. Then Goodman arrived.

A photo of Benny Goodman in a Columbia recording studio on October 28, 1940. Others visible, front L-R: Lester Young, Buck Clayton, BG, Charlie Christian, Count Basie; back: Jo Jones, Freddie Green, Walter Page. Producer John Hammond is standing in front. (**)

Within the next couple of hours, four titles were recorded. They are: “Charlie’s Dream,” “I Never Knew,” “Lester’s Dream” and “Wholly Cats.” “Charlie’s Dream” and “Lester’s Dream” are derivatives of “Dickie’s Dream,”(5B) a head arrangement recorded by a small group drawn from the Basie band on September 5, 1939. (It is likely that John Hammond supervised that recording session also.) The personnel on that recording is basically the same as the personnel on the recording of “Lester’s Dream” presented here, except trombonist Dicky Wells was replaced by Benny Goodman, and Charlie Christian was added on electric guitar. When one listens to these four recordings, Goodman’s (and possibly Hammond’s) intentions become clearer: They were experimenting with the instrumentation that would soon be used in a new Benny Goodman Sextet, (actually a Septet) with Charlie Christian on electric guitar, Cootie Williams on trumpet and Georgie Auld on tenor saxophone, plus piano, bass and drums, drawn from whomever was then playing those instruments in the Goodman big band. The recordings made October 28, 1940 were tests, and my informed speculation is that both Benny Goodman and John Hammond received copies of them to use as guides, so that they could plan future Benny Goodman Sextet recording sessions.

The story of what happened to the acetate disks on which those test recordings were made is a curious one. Here is how Russ Connor, the Goodman bio-discographer, assessed that situation: “Years later they (the acetates) were discovered by a collector – along with other Columbia recorded Goodman material …in a used goods store in lower Manhattan. He was secretive about their contents. …Eventually, the owner sold the rights to tape them to an independent record producer, who then released them on LP. The acetates are marked ’10-28-40,’ followed with an inscription that appears to be possibly ‘BG date.’ No other information is on them – no notice of matrices, takes, tune titles or personnel.”(6) I will speculate that those acetates were the ones John Hammond had initially. He lived in Greenwich Village before World War II (close to lower Manhattan), and those acetates may have been “cleaned-out” of Hammond’s apartment by his wife while he was in military service during World War II.

The music:

It is clear from the first note of this performance that the form of the piece proper, an AABA 32-bar tune based on the chords of Basie’s September 5, 1939 recording of “Dickie’s Dream,” is there simply as a general roadmap to guide the “front line” of this ad hoc group in their jazz improvisations. The brief riffing introduction gives way to Benny Goodman’s full chorus jazz solo on clarinet. Benny sounds very comfortable playing over these chord changes. I suspect that John Hammond gave him a copy of the Vocalion record containing “Dickie’s Dream” so he could prepare for this performance. I also suspect that Benny heard Lester Young improvising on this vehicle (and likely also on the similar “Charlie’s Dream” which also was recorded at this session), and was inspired by his fluid and creative improvisations.

Goodman is followed by Basie-ite Buck Clayton, on cup-muted trumpet, for his full chorus. Clayton is on familiar ground here as “Dickie’s Dream” had been a part of the Basie repertoire for over a year by the time this recording was made. His improvisation is excellent, and swinging.

Lester Young follows with a quintessential example of what jazz historians call “early Prez,” meaning his improvisation is overflowing with felicitous personal details, the Lesterisms which were the component parts of his late 1930s early 1940s tenor saxophone style. Lester himself was responsible for creating/composing “Dickie’s Dream,” which is a minor riff tune with a major bridge. His full chorus improvisation here, like the one he played on “Dickie’s Dream” “…was a congenial vehicle that allowed him to explore his special affection for the jazz minor sixth – a minor triad with the sixth voice of the major added.”(7) In addition, listen for Lester’s gentle upward thrusts as he begins playing on the bridge segment, and then again as he launches into his last eight bars. (In the photo above, as Lester Young plays, Benny Goodman savors his brilliance as a jazz artist, and a good cigar.)

Basie then plays his piano in a way minimizes the number of notes used, but maximizes swing. Charlie Christian then plays an agile sixteen bar improvisation on his electric guitar.

As a bonus, here is another recording from that auspicious gathering of swing giants on October 28, 1940, ” I Never Knew.” “I Never Knew” was by the late 1930s a part of the lingua franca of jazz musicians, and a favorite tune played at jam sessions. Benny Goodman had recorded it previously with his band for Victor on April 8, 1938.

“I Never Knew”

Composed by Ted Fio Rito and Gus Kahn; head arrangement.

The music:

After a brief introduction played by Count Basie, Benny steps into the solo spotlight. Notable in his solo is his use, in places, of a rasp, something he did when he felt particularly inspired playing jazz in the 1930s and into the 40s. His accompaniment appears to be the provided by the All-American Basie rhythm section of Basie on piano, Freddie Green on acoustical guitar, Walter Page on bass and Jo Jones, caressing his high-hats with brushes, on drums. Unlike the comping he received on “Lester’s Dream,” Charlie Christian lays out here. The resulting lighter background allows Goodman’s playing to soar instead of romp. Basie’s comping behind Goodman is a delight to hear, and it undoubtedly inspired Benny.

Buck Clayton once again plays his cup-muted trumpet. Behind him we again hear the Basie rhythm, which to Clayton was like bacon and eggs in the morning. However, in the “A” sections of the tune in this chorus, there are also little riffs in the background, played in unison by Goodman, Young and Christian. This device was used in the Basie band to increase rhythmic tension. Like all other musical devices, it could also result in distraction if overused. To my ears, the riffs behind Clayton are effective and not distracting.

Charlie Christian plays next, and he works against the same riffing background, now with Clayton joining in. His solo is in two parts, sixteen bars of the first two “A” sections, and then eight more bars on the final “A” repeat after Basie plays solo on the bridge “B” section of the tune. There is clearly a contrast between the busy-ness caused by the riffs around Christian’s playing, and the relative quiet surrounding Basie’s solo. I think that the riffs behind Christian are distracting. Charlie certainly did not need riffs behind him to swing in this setting, but Benny was experimenting.

Lester Young solos; Benny Goodman smiles. Benny knew that what he was listening to was great.

Lester follows, gliding through his improvisation. There are no riffs behind him, but as with the Goodman solo, only the Basie rhythm. Young, like Buck Clayton, was very accustomed to getting this kind of inspired backing, and he responds magnificently. Young’s interaction with Basie, both rhythmically and harmonically, is here and always was special. Drummer Jo Jones basically plays with his brushes on his snare drum in a way that is both driving and relaxed. Lester loved this simple swinging pulse, and would very often have to instruct drummers who were not as subtle as Jones to ” just go tiddy-voo.”

There are so many felicities in Young’s solo that it is difficult to appreciate all of them without listening repeatedly to it. The music he created in this solo is perfect in every respect. Even though many saxophonists attempted to copy his sound, it was unique to him, and was always a joy to hear. His phrasing and where he took breaths – these alone could be the subject of a semester of study in a music conservatory.

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

Notes and links:

(*) This recording was never released by Columbia Records.

(**) The pictures included in this post from the historic October 28, 1940 recording session were taken in the Columbia studio by Larry Gordon.



(3) An excellent summary of Benny Goodman’s complex personality can be found in the book Benny Goodman and the Swing Era, by James Lincoln Collier (1989), 205-213.

(4) Thirty Years with the Big Bands, by Arthur Rollini (1987),58-59.


(5A) The details of what Benny Goodman was doing in October of 1940, when he was reorganizing his band come from The Record of a Legend …Benny Goodman, by D. Russell Connor (1984), 123, hereafter Connor.

(5B) “Dickie’s Dream” is the way the title of the Basie recording is spelled on the label of the Vocalion record on which it was issued. At some point, trombonist Dicky Wells changed the spelling of his first name from “Dickie” to “Dicky.”

(6) Connor, 123. Connor’s statement that the “collector” who had possession of these acetate disks “selling the rights to tape them…” is absurd on its face. The collector did not own any of the “rights” to those recordings, so he had nothing that he could sell. What actually happened is that the collector permitted a record producer to copy the recordings for a fee. The producer then issued bootleg records bearing those recordings.

(7) Giants of Jazz …Lester Young, notes on the music by Richard M. Sudhalter (1980), 40-41.

Here is a link to some prime early Basie and Lester Young:

Here is another great Basie performance from 1939 featuring Lester’s section mate on tenor saxophone, George “Buddy” Tate:

More about Lester with Basie, including the great recording of “Jumping at the Woodside”:

And yet more prime Lester, including him playing clarinet at times:

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  1. Mike,
    Both of these recordings are new to me, and frankly, it really doesn’t get any better than this. I have no words, except to borrow from the Beach Boys, I don’t know where, but it takes me there.
    Thank you sincerely.

  2. The title of this post nicely sums things up: I believe it’s clear that Basie and his key sidemen exerted quite an influence, and a highly beneficial one, on the King of Swing. The decidedly more laid back approach of the Count’s big band and small group gave Benny some new ideas about how to swing, which he applied here and there in his own orchestra recordings and still more obviously in his sextet sides. His own “discovery,” Charlie Christian, as well as Basie and Pres inspired him to some of best work, in which we may find Benny clearly digging the company he’s in. The rasp says it all!

    Tantalising as this glorious experimental session is, I have to say that I’m glad Pres never wound up leaving Basie to go with the Goodman band. I feel certain that, in spite of his great appreciation of Lester’s artistry, at some point Benny would have become irritated by one or more of the Young behavioral idiosyncrasies and started picking at the sensitive musician — with the result of Pres leaving of his own volition or being sacked.

    As to the March 9, 1938 session, while I agree with Art Rollini’s comment about Pres sticking out in the section, I’ve always found his comment kind of silly: Art knew perfectly well that it requires time and work for any section to achieve balance and blend. Lester couldn’t be blamed for not instantly fitting in perfectly. Who knows if Rollini’s observation dissuaded Goodman from trying to lure the tenor man away from Basie. Benny himself of course knew that it takes a while for a section to jell.

    I think we have to be just extremely grateful for the music of the 10/28/40 session, as well as the Teddy Wilson sides on which both Benny and Lester, as well as Buck Clayton, are present.

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