“I Can’t Believe That You’re in Love With Me” (1938) Artie Shaw/Jerry Gray

“I Can’t Believe That You’re in Love With Me”

Composed by Clarence Gaskill and Jimmy McHugh; arranged by Jerry Gray.

Recorded by Artie Shaw and His Orchestra for Bluebird on July 24, 1938 in New York.

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

The story:

The United States of America was in a Great Depression from roughly 1930, shortly after the spectacular stock market crash in the autumn of 1929, until …when? There is little doubt that the nation struggled through the early years of the Depression. The elections of 1932 provided hope, largely surrounding the inspiring man who was elected President in 1932, Franklin D. Roosevelt. But it took time for Roosevelt to get his various programs for economic recovery through Congress and into action. By the mid-1930s, that had begun. But for various reasons, the recovery slowed and reversed in the years 1937 and 1938. The year 1939 marked the beginning of sustained economic recovery that lasted until the beginning of World War II for the U.S., which happened at the end of 1941. Shortly after that, the U.S. economy entered a period of wartime boom.

The record industry in the U.S. in the 1930s followed the overall economy. It fell off dramatically after 1929, hitting a nadir in 1933. Then for a number of reasons, the record industry started a slow recovery from 1934 through 1937. Then there was a slowdown in 1938, followed by a steady increase in record sales that continued into World War II. The general outlines of the history behind these developments included the small but steady sales of Victor Records through the mid-1930s; the creation by Victor of their budget label, Bluebird, in 1934; the start of the 35-cent-a-disk Decca label in 1934; the gradual erosion of the various labels marketed by American Record Corporation (ARC) through the 1930s, which led to the reorganization of ARC into the new Columbia Records business in 1939.

In 1938, the marketing people at Victor Records, largely spurred by the success of a number of swing bands on the Decca label, decided to make a concerted effort to sign more swing bands to their languishing Bluebird label. Both Deccas and Bluebirds sold for 35 cents a disk. The intent of Victor was to compete more aggressively head-to-head with Decca for sales in the swing segment of the popular music market. Consequently, in either late 1937 or in 1938, Bluebird contracts were entered into with Jan Savitt, Les Brown, Art Shaw, Erskine Hawkins and Glenn Miller, among others. This marketing gambit began to show signs of remarkable success, first with Art Shaw in 1938 and 1939, and then with Glenn Miller in late 1939 and after.

With regard to Art Shaw, we know that he had recorded, with only fair success, for ARC’s Brunswick label from mid-1936 through 1937. Then, at the end of 1937, Shaw’s management team advised him not to re-sign with ARC, or anyone else, until the time for doing so was right. I cannot imagine that anyone involved in this decision, particularly Shaw himself, ever imagined that the period of waiting to sign would stretch to almost seven months. Seven months in the life of an up-and-coming band is a very long time, because during the buildup of a band’s name and music, each week, indeed each day that the band’s income does not meet or exceed its expenses means that someone, usually the leader of the band, is going into debt. By the time Shaw signed with Bluebird Records in mid-July 1938, made his initial recordings for that label on July 24, 1938, and saw them on the market in September, he had begun to accumulate what would become by February of 1939 more than $22,000.00 in debt. (Multiply by 15 to get the value in today’s dollars.) Despite the spectacular success of the recordings Shaw made for Bluebird starting with those he made in late July of 1938 and into 1939, he was not able to clear that debt until late February or early March of 1939.

One of the remarkable things about many bands that achieved success during the swing era is that young, largely unknown leaders, leading young and unknown sidemen and singers evolved rather quickly from being unknown to being famous and celebrated. In the case of Art Shaw, this process started in mid-1938, and accelerated through 1938 and into 1939. By the vernal equinox of 1939, Artie Shaw was the celebrity leader of the number one swing band in the nation. But the band he was leading then contained mostly the same musicians he had struggled through late 1937 and early 1938 with. What had happened to transform them?

My take on this is that the Shaw band benefitted from Artie’s inspired leadership, first and foremost. He was a superior communicator who could explain to his musicians what he wanted, and he had the patience and tenacity to work with them day in and day out for months, if necessary, to achieve the musical result he was seeking. He was also a superior performer on his instrument, the clarinet. Shaw’s technical skills on the clarinet were pretty much in place at top virtuoso level when he started his first band in mid-1936. But only slowly over the next two years of playing in front of audiences on an almost daily basis, did he achieve the unique sound on clarinet that made his playing identifiable, and also achieve serious chops as a jazz improviser. By mid-1938, Art Shaw, the very good clarinetist had evolved into Artie Shaw, the jazz virtuoso who could and did play on a level equal to, and occasionally greater than Benny Goodman.(1)

The Shaw-Goodman rivalry was grist for the mills of the pop music media of the day. At first, Benny was the undisputed king, of both the clarinet and of swing. In 1936, very few people knew who Art Shaw was. Benny knew who he was because they had worked together in the Manhattan radio and recording studios in the early 1930s. Benny also knew who he was, and in his judgment, the Art Shaw of 1936, 1937 and well into 1938 was simply not competitive with Benny either as a bandleader or as a clarinetist. But by late 1938, things had changed. (Above left: An advertisement for Artie Shaw’s opening at the Chase Hotel in St. Louis. They opened there on September 30, 1938 for three weeks. They broadcast from that venue on a sustaining basis over the Mutual radio network.)

Here is a story about Benny Goodman and Artie Shaw that was told to me by the great jazz tenor saxophonist Bud Freeman. He and Benny had been grating on each other’s nerves for some time by the early autumn of 1938, when Bud was in his final days as Benny’s featured jazz tenor saxophonist: “I finally gave Benny my notice. We were playing at the Waldorf-Astoria in New York. It was a great job because of all the lovely people who showed up every night. Between sets, the fellows in the band would go to the band room to relax, and Benny would go to his private dressing room, which had a record player in it. One night, I went to Benny’s dressing room and knocked on the door. This was after I had given him my notice. He admitted me. There had been quite a bit of discussion among the members of the Goodman band in the fall of 1938 about Artie Shaw, because by then, his recording of ‘Begin the Beguine’ had clearly become a hit, and it seemed that he might now be in a position to20121121024124 challenge Benny a bit. Whenever Benny overheard any of these discussions, he would say dismissively, ‘Artie is a good clarinet player. But what he and his band are doing now, at least the little of it I have heard, does not compare with what we are doing.’ I had a record with me, Artie Shaw’s ‘Nightmare,’ which had just come out. (Bud was referring to the Bluebird record of ‘Nightmare.’) Benny saw the record, and then said, ‘are you here to take back your notice?’ I said I wasn’t but wanted to play something for him. So I put the record of ‘Nightmare’ on the record player. He listened intently. When the record was finished playing, Benny said one word: f***.  Then he said, ‘play that again.’ Once again he listened intently. When it was finished the second time, he said, ‘no one will ever listen to that, it’s got no melody.’ I thanked Benny for listening, went out into the hallway, closed the door, and starting laughing like mad.”(3) Perhaps it was at that moment that Benny Goodman realized that Artie Shaw had finally reached a place as a clarinetist and bandleader where he was going challenge him.(2) (Above right: Benny Goodman: …”Artie is a good clarinet player, but…”)

The music: 

The song “I Can’t Believe That You’re In Love With Me” was composed in 1926 for the Broadway revue Gay Paree. Though never a big hit for any band or singer, it was nevertheless a well-known piece that was in the repertoires of many dance bands. Art Shaw had undoubtedly played it before he recorded it with his own band, probably while he was a sideman in Roger Wolfe Kahn’s orchestra in the early 1930s. (Kahn had made one of the first recordings of the song in 1927, long before Shaw was in his band.) By the mid-1930s, jazz musicians had taken it up. There were good recordings of it then by Red Norvo, Earl Hines, Cootie Williams, Eddie South, and Teddy Wilson with Billie Holiday. (January 6, 1938.) One wonders if Billie ever sang this song with the Shaw band while she was with them through most of 1938.

Jazz musicians during the swing era had specific terminology to describe music that was swinging truly and deeply. They said it was in the groove. If ever a swing era performance was in the groove, it was this one. First of all, the tempo is not too fast. It is, as Louis Armstrong used to say, half-fast. Second, the rhythm section, headed by drummer Cliff Leeman, begins to romp from the downbeat and never lets up. (Above left: Artie Shaw with 3/4 of his rhythm section – drummer Cliff Leeman, bassist Sid Weiss and guitarist Al Avola.) Third, the lean arrangement, by Jerry Gray, allows the band to swing with seemingly effortless ease. Fourth, the sections of the band, saxophones led by Les Robinson, and brass led by John Best, play with exuberance. Last but certainly not least, Artie Shaw plays marvelously swinging jazz on his clarinet. For contrast and different instrumental colors there are a couple of other solos after Shaw’s jazz outing: by Tony Pastor on tenor saxophone and George Arus on trombone. It is my informed speculation that Shaw’s solo near the end was written by Jerry Gray as a lead-up to the finale. But then again, Artie could have improvised it.

Artie Shaw and his band in the summer of 1938. L-R: Ronnie Perry, Les Robinson, Cliff Leeman, Claude Bowen, George Arus, Tony Pastor, Shaw, Chuck Peterson, Les Burness, Harry Rodgers, Russell Brown, Sid Weiss, Hank Freeman and John Best. I think that guitarist Al Avola was cropped off of the left side of this photo.

If an example of a great performance in the swing idiom is ever needed, this one would be an ideal choice.

A bit more story:

July 24, 1938 is a red letter date not only in the career of Artie Shaw, but in American recording history. On that date, Shaw produced six recordings. Two of them became million sellers: “Begin the Beguine,” which has sold many millions of copies; “Back Bay Shuffle,” which has sold several million copies; “Indian Love Call,” which was on the other side of “Begin the Beguine,”(see link at endnote 4 below) and thus heard by millions of people. In addition, that session produced the lone extant recorded evidence of how Billie Holiday sounded with Artie Shaw’s band, “Any Old Time.” The two sleepers from that session are the recording presented with this post, “I Can’t Believe That You’re in Love With Me,” and the super sleeper, “Comin’ On,” a soulful blues with tasty jazz solos from Artie, pianist Les Burness, trumpeter John Best and trombonist George Arus. I plan to create posts for both “Back Bay Shuffle” and “Comin’ On” here at swingandbeyond.com in the future.

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

Notes and links:

(1) As great as Artie Shaw was as a clarinetist and bandleader, he was also assisted greatly in his ascent to national prominence in 1938 by his two vocalists, Billie Holiday and Tony Pastor. Here is more about the Artie-Billie creative collaboration: https://swingandbeyond.com/2020/09/19/any-old-time-1938-artie-shaw-and-billie-holiday/

And here is more about Tony Pastor: https://swingandbeyond.com/2022/07/15/indian-love-call-1938-artie-shaw-with-tony-pastor-1947-tony-pastor/

(2) My conversation with Bud Freeman took place in August of 1986 at the Conneaut Lake Jazz Festival.

(3) Despite the fact that the Shaw band had reached musical maturity in the summer of 1938, they still were in the process of building their name recognition and musical reputation with the public. What follows is a summary of their activities between their July 24, 1938 Bluebird recording date and their opening at the Chase Hotel in St. Louis on September 30. The amount of back-breaking travel that was required in 1938 automobiles and busses on 1938 pre-freeway roads indicates what life was like for swing bands who were on-tour then.

July 28, 1938 (Thursday) Summit Beach Park Akron, Ohio (Dance). July 29, 1938 (Saturday) Artie Shaw and his Orchestra opened a one-week engagement at the Ocean Pier, Wildwood, New Jersey, closing Friday, August 5, 1938. August 6, 1938 (Saturday) Gateway Casino Summersport, New Jersey (Dance) August 7, 1938 (Sunday) Olcutt Beach Park Olcutt Beach, New York (Near Buffalo and Niagara Falls) (Dance). August 8, 1938 (Monday) Artie Shaw and his Orchestra opened a four-day engagement at the Palais Royal, Toronto, Ontario, through Thursday, August 11, 1938. August 12, 1938 – August 18, 1938 (Friday-Thursday) Eastwood Gardens Gratiot at 8 Mile Road Detroit, Michigan (Dances). Artie Shaw and his Orchestra played a one-week engagement at Eastwood Gardens. August 19, 1938. (Friday) Sandy Beach Park Russell’s Point, Ohio (Dance) August 20, 1938. (Saturday) Dunbar Caves Clarkesville, Tennessee (Dance). August 21, 1938 (Sunday) Coney Island Cincinnati, Ohio (Dance). August 22, 1938 (Monday) Joyland Park Lexington, Kentucky (Dance) August 23, 1938 (Tuesday) Stonebrook Park Stoneboro, Pennsylvania (Dance) August 24, 1938 (Wednesday) Hecla Park Bellefonte, Pennsylvania (Dance). August 25, 1938 (Thursday) Summit Beach Park Akron, Ohio (Dance). August 26, 1938 (Friday) Club Fordham Pavilion Budd Lake, New Jersey (Dance). August 27, 1938 (Saturday) Beach Point Casino Mamaroneck, New York (Dance). August 28, 1938 (Sunday) Canadarago Park Richfield Springs, New York (Dance). August 29, 1938 (Monday) Waldamere Park Erie, Pennsylvania (Dance). August 30, 1938 (Tuesday) Maple View Ballroom Washington, Massachusetts (Dance). August 31, 1938 (Wednesday) Madison Square Garden, New York Harvest Moon Ball Dance Championships Event (Dance). September 2, 1938 – September 5, 1938 (Friday-Monday) Westwood Symphony Gardens Dearborn, Michigan (Dances). The band played a four evening, Labor Day weekend engagement at Westwood Symphony Gardens. September 7, 1938 (Wednesday), Summit Beach Park Akron, Ohio (Dance). September 8, 1938 – September 11, 1938 (Thursday-Sunday) Eastwood Gardens Gratiot at 8 Mile Road Detroit, Michigan (Dances). September 9, 1938 (Friday) 1:00 – 1:30 am Eastwood Gardens Gratiot at 8 Mile Road Detroit, Michigan (NBC-Red) (WWJ) (Sustaining Broadcast – Canceled) Replaced by a broadcast with Phil Levant’s Bismarck Hotel Orchestra from Chicago. September 11, 1938 (Sunday) 1:00 – 1:30 am Eastwood Gardens Gratiot at 8 Mile Road Detroit, Michigan (NBC-Red) (WWJ) (Sustaining Broadcast – Canceled) Replaced by a broadcast with Phil Levant’s Bismarck Hotel Orchestra from Chicago. September 12, 1938 (Monday) Temple Ballroom Masonic Temple Johnstown, New York (Dance). September 16, 1938 (Friday) Artie Shaw and his Orchestra appeared in a WNEW “Battle of the Bands” hosted by Martin Block in New York City, along with the bands of Tommy Dorsey, Claude Hopkins, and Merle Pitt. Shaw collapsed from nervous exhaustion and was rushed off the bandstand. Tommy Dorsey and his band took over his final portion of the program. September 18, 1938 (Sunday) 2:00 – 3:00 pm Radio City Hall, 1260 Avenue of the Americas, New York “Magic Key of RCA” (NBC Red) (WEAF) Clifton Fadiman, Milton Cross, announcers. September 27, 1938 (Tuesday) 7:00 – 11:45 pm Victor Studio #2, 155 East 24th Street, New York BLUEBIRD RECORDING SESSION The band broke the Chase house record for their opening night, September 30, 1938, with 1,091 dancers and 1,432 dancers attended the following evening, October 1, 1938.

The information above was taken from the Artie Shaw materials at the Glenn Miller Archive.

(4) Here is a link to Artie Shaw’s classic recording of “Begin the Beguine”: https://swingandbeyond.com/2016/09/05/begin-the-beguine-1938-artie-shaw/

(5) Here is a link to a great recording of a great Jerome Kern melody, “Yesterdays”: https://swingandbeyond.com/2019/11/16/yesterdays-1938-artie-shaw/

Finally, here is a bit of Shavian music made with skill and integrity by some very talented musicians within the last few years: https://swingandbeyond.com/2018/03/30/swing-redux-the-unheard-artie-shaw-stairway-to-the-stars-2016-the-new-york-all-star-big-band/

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  1. The July 24, 1938 session certainly was a socko reintroduction of the Art (soon to be Artie) Shaw orchestra to the public! When I first heard the band’s transcription performances from only a few months earlier, I saw immediately that the outfit made tremendous progress between then and its first, so familiar recordings for the Bluebird label. Though transcriptions in general tend to sound sedate in comparison with with their roughly contemporaneous commercially-released counterparts, the band undeniably is very strong and tight on that February 15 session — but nevertheless it’s apparent that the crew improved significantly in the span between the two recording dates. The arresting, brief intro alone of “Begin the Beguine” loudly announces that this isn’t the old Art Shaw orchestra. I must mention here that, despite Art’s dislike for the addition of -ie to his preferred nickname, the change made a positive difference. We may imagine that he didn’t want to be like Tommy, Jimmy and especially Benny. “Art Shaw,” though, with its one-syllable given and surname, has always reminded me of rickshaw. “Artie,” while perhaps a bit playful for the rather serious and intense young clarinetist, just rolls off the tongue more pleasingly — and commercially.

    “I Can’t Believe That You’re in Love With Me” is a tune I’ve always loved — and yet I can’t recall now the first version I heard. Co-composer Jimmy McHugh, most famous for the fruits of his artistic association with lyricist Dorothy Fields, is a favourite of mine. I can’t think offhand of a bad version of the song, with its winsome melody and improvisation-friendly harmonic structure. As a film noir fan, I must admit that I can’t hear the number without thinking of DETOUR, a ’45 noir classic produced on a shoe-string, for which the song serves as a theme. “That tune … that tune! Why was it always that rotten tune? — following me around, beating in my head, never letting up,” growls the picture’s anti-hero, Al Roberts, played by Tom Neal. The lyric is poignant, with the speaker’s humility conveyed through his/her incredulity — but in Artie’s instrumental recording, the band delivers a very upbeat reading that fits perfectly with the (Great) Depression-busting optimism of the Swing Era.

    Though the brass opens the side triumphantly, its the reed section, nurtured so carefully by the bandleader, that dazzles most with its beautiful blend in the first chorus A sections. Both the Shertzer and Mondello-led Goodman reeds were glorious, but I have to say that the Shaw band had the best saxes of all — which we may attribute to Artie’s formerly utilised expertise as a lead alto player — a skill not shared, it seems, by the other virtuoso clarinetist. It’s clear that Shaw poured all of his experience and ability as a section leader into shaping his own Les Robinson-led reeds into a harmonious, smooth and well-balanced unit.

    Bud Freeman’s story about introducing his boss, BG, to Artie’s Bluebird recording of his theme, “Nightmare,” is most amusing. Benny’s initial pithy comment in reaction is entirely understandable. I’m sure he realised that the improvisationally much-improved Shaw was likely to become a nightmare to him, the King of Swing! The first recordings I heard from Artie were of the general period in which he was nearing the top of his game as a jazz player, late ’30s-early ’40s. Later I discovered his sides with his first band — the failure, with strings — and I saw that at that point, though his playing was immaculate in technical terms, he had a way to go before he would be a truly compelling jazz soloist. Benny was a much more impressive and exciting improvisor in the same period. The road, on which a swing soloist has to invent on the spot, obviously was to do great things for Artie.

    In addition to superb section work and a display of the leader’s transformed jazz ability, “I Can’t Believe That You’re in Love With Me” contains excellent contributions from Cliff Leeman, Tony Pastor, whose warm tone is always a standout for me in the band’s pre-Georgie Auld days, and George Arus. I wish I knew more about that talented trombonist, as I feel he was a powerful solo voice, as well as a fine section leader, in the Shaw orch. Beyond some of his later musical associations, I’ve discovered only that his nickname was “Swami” and that he hailed from Detroit, in my home state of Michigan. It seems that he was an admirer of the great J. C. Higginbotham: On Shaw’s transcription recording of drummer Paul Barbarin’s eccentric and unsettling “Call of the Freaks,” Arus quotes Higgy’s solo from the Luis Russell band version, and again quotes it on Shaw’s own “Comin’ On,” from this July 24 session. He had a rambunctious style and distinctive tone, in evidence on “Back Bay Shuffle” and “Traffic Jam.” Though Arus’ subsequent gig with the TD orch had to have been rewarding both musically (in terms of material) and financially, it’s almost a shame that he wound up in an aggregation led by a virtuoso trombonist. Still, I strongly suspect that it’s George — and not Tommy — who solos on Sy Oliver’s fantastic “Loose Lid Special.”

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