“Steppin’ Pretty”
Composed and arranged by Mary Lou Williams.
Recorded by Andy Kirk and His Twelve Clouds of Joy for Decca on March 2, 1936 in New York.
Andy Kirk, directing: Harry Lawson, first trumpet; Paul King and Earl Thompson, trumpets; Ted Donnelly, trombone; John Harrington, alto saxophone and clarinet; John Williams, alto and baritone saxophone; Dick Wilson, tenor saxophone; Mary Lou Williams, piano; Ted Brinson, guitar; Booker Collins, bass; Ben Thigpen, drums. Soloists: Dick Wilson, tenor saxophone; Ted Donnelly, trombone; Mary Lou Williams, piano; Earl Thompson, trumpet; John Harrington, clarinet.
The story:
Recently, I spent two delightful weeks in France with friends. The weather was perfect – mid-60s and sunny during the days, low 50s at night. The parts of France I saw, including Paris, Chartres, Mont St. Michel, the area at and around Omaha Beach in Normandy, two lovely towns in the Calvados region of Normandy, Bayeaux and Honfleur, and finally, on our way back to Paris, Rouen.
Although I have long been a Francophile, my French is just good enough to get me into trouble. I can read French a bit, and know a few basic things to say. But inevitably when I would say something in French, I would get a reply that was so fast and complicated that I had to quickly retreat: Je ne comprends pas. Vous parlez trop vite! Inevitably, this would bring a smile from my French conversational partner, followed by: May I speak English? …which I quickly agreed to. (Above right: Mont St. Michel at low tide.)
I will not regale you with everything I saw, and did. But I will say that I spent a lot of time each day in sidewalk cafes with my friends, enjoying the ambience of wherever we were, lots of Sancerre, both red and white, and much passionate conversation. Evening dinners were seldom completed in less than three hours. I learned that in France, if one dines, the waiter will not bring the check until it is requested. (L’addition, s’il vous plait.) This custom, along with many others I observed, struck me as most civilized. (At left: A sidewalk cafe’ in Montmartre.)
The custom of busking is alive and well in France. I observed musicians playing on a number of sidewalks in Paris. Perhaps the most unusual busking site there is in the concrete pedestrian tunnel beneath Place Charles DeGaulle Etoile, on which the Arc de Triomphe is located. Hearing the sound of a cello in that unique sonic space was quite impressive.

Busker supreme in Rouen, France – September 2024.
However, the most interesting busking presentation I saw and heard took place in Rouen. There, after walking through the massive cathedral that sustained substantial damage during World War II (the stained glass windows blown out then have been replaced, but only with opaque white glass), we ambled along until we found a welcoming sidewalk cafe’ and sat down. No sooner had my Sancerre arrived when I saw a young man set down on the sidewalk two instrument cases, one for a trumpet and one for a trombone. But before he opened the cases to take out his instruments, he pulled a one-inch thick rope out of a bag, and strung it between two trees that were about twenty-five feet apart, at about three feet above the sidewalk. He then took his instruments out, mounted the rope on his feet, and began to play as he walked back and forth on his miniature high-wire. He held the trumpet in one hand and the trombone in the other, and began playing them alternately. This young man’s playing was quite good; I’ve heard many musicians whose feet were firmly planted on terra firma not play as well.
For whatever reason, as I watched the spectacle of the tightrope-walking trumpeter/trombonist play out before me, the melody of Mary Lou Williams’s “Steppin’ Pretty” began to play on my mental digital recorder. When I returned home, I resolved to create a post here at swingandbeyond.com that would celebrate both the intrepid (and athletic) musician I saw in Rouen, and Ms. Williams’s joyous melody.
The music:
This tune is yet another example of the brilliant musical mind of Mary Lou Williams, whom I call “The First Lady of Swing.” More about this remarkable woman can be found at the post here at swingandbeyond.com on Ms. Williams’s composition “Walkin’ and Swingin,” which can be accessed by clicking on the link at (1) below.
“Steppin’ Pretty” is Ms. Williams’s oblique take on the Fats Waller tune “Honeysuckle Rose,” which was prime musical meat for swing era jazz soloists, and those who have followed. Ms. Williams, as a jazz pianist, was intimately familiar with the chord structure of “Honeysuckle Rose.” Here is what my musical guru Dennis Roden told me about “Steppin’ Pretty”: Very similar harmonic plan to ‘Honeysuckle Rose,’ but not exactly. I do hear in the second half of the A section (about the 6.5 second mark) the same chords as the introduction to ‘Take the A Train.’ (2)
In addition, “Steppin’ Pretty” reveals Mr. Williams’s ability to create a musical framework for the Andy Kirk band of the mid-1930s to work within that projected the gently swinging musical personality of that ensemble most effectively.
This performance starts without any introduction. The band goes right into the melody exposition (A), such as it is, for two eight-bar passes, with the bubbly cup-muted brass leading the way, and aureoles of harmonic warmth provided by the saxophones. Then the saxophones take over for the secondary melody (B) on the bridge. The last eight bars (A) of chorus one are played as the first sixteen were.
A brief saxophone transition smooths the way for tenor saxophone soloist Dick Wilson, who plays on the chords of the (A) section for sixteen bars. His sound and swing tell us that he sprang from the same musical soil as Lester Young, though it is clear that he had his own jazz ideas. He is spelled by trombonist Ted Donnelly on the bridge (B) chords. Wilson then returns to finish the chorus in fine fashion. Note the great support both of these soloists get from guitarist Ted Brinson. Indeed, Brinson’s guitar provides a continuing pulse throughout this performance, except behind Ms. Williams, where he appears to lay out. I wonder what agreement they had about how that would work!
Dick Wilson (November 11, 1911 – November 24, 1941) was was born in Mount Vernon, Illinois, raised in Seattle, Washington and went to high school in Los Angeles. He started on piano, then learned saxophone in Seattle from saxophonist Joe Darensbourg, with whom he began his professional career in 1930. In the early 1930s, he worked with the Gene Coy and Zack Whyte bands before joining Andy Kirk in early 1936. Wilson was a member of Kirk’s band until 1941 when he died of tuberculosis in New York City. (Wilson is pictured above left in the late 1930s.)
Mary Lou Williams then plays jazz, dividing the next chorus by playing on the three A sections, while trumpeter Earl Thompson plays the 8-bar bridge. She was an excellent jazz improviser who had her own approach. Indeed, after leaving the Kirk band in 1942, she worked as a jazz soloist for the rest of her career, some four decades.
The final chorus holds a little surprise: first the saxophones play the melody with oo-ah asides by the plunger-wielding brassmen; then behind the swooping clarinet solo played by John Harrington, Ms. Williams inserted as a background Fletcher Henderson’s ascending oo-ah brass rideout from his famous arrangement of “Honeysuckle Rose.” The Kirk and Henderson bands crossed paths from time to time, and when they did, Ms. Williams’s ears were working like radar.
This is a classic performance that reflects very well what was going on in the world of swing in 1936.
“Steppin’ Pretty”
Composed and arranged by Mary Lou Williams. Original arrangement reconstructed by Billy May.
Recorded by Billy May and the Swing Era Orchestra for Capitol on July 12, 1971 in Hollywood.
Billy May, directing: John Audino, first trumpet; John Best and Uan Rasey, trumpets; Lloyd Ulyate, trombone(*); Les Robinson, first alto saxophone; Wilbur Schwartz, alto saxophone; Justin Gordon and Nat Brown, tenor saxophones; Ray Sherman, piano; Jack Marshall, guitar; Rolly Bundock, bass; Nick Fatool, drums. Soloists: Plas Johnson, tenor saxophone; Ray Sherman, piano; Lew McCreary, trombone; Shorty Sherock, trumpet; Abe Most, clarinet. (*) Lew McCreary may also play trombone in the ensemble.
The story and the music:
Many brilliant musicians have come from Pittsburgh. Among them, there was an unofficial group of composer/arrangers who definitely left their mark on American popular music, swing and jazz. In this highly exclusive club were: Mary Lou Williams, Billy Strayhorn, Billy May, Henry Mancini and Sammy Nestico. Mancini, through canny management of his great talent as a composer of popular songs and beautiful melodies, had a lot of success as a film composer and recording artist. Strayhorn, because of his 28 year collaboration with Duke Ellington, likewise made a large impression with his many lovely compositions and beautiful arrangements of them.
Billy May, early in his career, decided that he would have the most success doing what he loved to do, arrange music for a wide variety of artists. His skill and sensitivity ensured that he would always be in demand. In addition, Billy had a long association with a number of producers at Capitol Records, from the mid-1940s through the mid-1970s. When he was tapped by Capitol producer Dave Cavanaugh to head-up the mammoth Swing Era series of recordings, which were produced from 1969 into 1972, he was in a position to provide ongoing employment for dozens of Hollywood’s best studio musicians over a substantial period of time.
In addition, he was able, and did, assist musicians outside of the Hollywood music business. When arranger Sammy Nestico, after a career in the U.S. military leading bands decided to move to Los Angeles, he was assisted at first by Count Basie, who had Nestico compose and arrange music for a full long-playing record (Basie, Straight Ahead ) in 1968. Shortly after that, Billy May assisted Nestico by assigning him the task of reconstructing dozens of arrangements made famous by swing era big bands that were then recorded as a apart of the Swing Era project by a revolving group of musicians led by May. Billy also smoothed Nestico’s entree’ into television, movie and jingle work.(3) (Above right: Billy May and Sammy Nestico at a Swing Era recording session – 1970.)

The doyenne of female jazz musicians receives old friends. Mary Lou Williams was playing at Barney Josephson’s club called The Cookery located at University Place and Eighth Street in Greenwich Village in March of 1971, when Andy and Mary Kirk paid their respects. The bassist is Michael Fleming.
Billy May also helped the singer Anita O’Day at a particularly trying time in her life, and indirectly helped Mary Lou Williams. Ms. Williams was not vigilant about securing copyrights for most of her early works. Finally, in the 1960s, she was able to resolve a good many of those copyright issues possibly with the help of attorney Herbert Bliss.(4) When May was confronted with selecting music from the swing era that reflected that time, and had musical merit, he made sure to include a couple of the compositions of Mary Lou Williams. The recordings he made for the Swing Era series were heavily promoted by the Time-Life magazine corporation, and consequently, sold very well. Ms. Williams was happy to receive substantial checks for her composer royalties in the compositions May included in the Swing Era recordings.
This performance of “Steppin’ Pretty” is a bit more robust than the original, owing to a slightly larger ensemble. Nevertheless, it has all of the bounce and swing of the Kirk performance. And every nuance of Mary Lou Williams’s arrangement can be heard clearly, and savored. Great music inhabits its own present tense.
The recordings presented with this post were digitally remastered by Mike Zirpolo.
Notes and links:
(1) Here is a link to Mary Lou Williams’s “Walkin’ and Swingin”: https://swingandbeyond.com/2022/02/11/walkin-and-swingin-1936-andy-kirk-and-mary-lou-williams-1970-billy-may/
(2) Billy Strayhorn’s “Take the ‘A’ Train” was recorded by Duke Ellington some five years after “Steppin’ Pretty” was recorded by Andy Kirk and Mary Lou Williams.
(3) Here is a great interview of Billy May and Sammy Nestico together which was done in 2002: https://www.namm.org/library/oral-history/billy-may
(4) See generally Morning Glory …A Biography of Mary Lou Williams (1999), by Linda Dahl, 265. Final resolution of the copyright issues for “the important copyrights” among Mary Lou Williams’s dozens of musical compositions was not completed until the early 1990s. Ibid. 377.
Another fantastic post Michael! I am a big, big fan of the 1936-1937 Kirk band. Williams’ arrangements during this period are just wonderful. Thanks for giving some spotlight to guitarist Ted Brinson, who was a very fine rhythm player. His laying out during Mary’s solo was a somewhat common practice during this period particularly when the pianist could play a lot of piano such as she could. A good point well worth making though.
Nick, thanks for the good words and for your professional insights. They help make the historical record just a bit more complete.