“Nightmare”
Composed and arranged by Artie Shaw.
Recorded by Artie Shaw and His Orchestra for RCA-Bluebird on September 27, 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; Hank Freeman, first alto saxophone(*); George Koenig, alto saxophone; Tony Pastor and Ronnie Perry, tenor saxophones; Les Burness, piano; Al Avola, guitar; Sid Weiss, bass; Cliff Leeman, drums. (*) Les Robinson, Shaw’s regular first alto saxophonist, was temporarily away from the band when this recording session took place, ill with pneumonia.)
The story:
“Nightmare” was the theme song of Artie Shaw from 1936 to 1954. It appears that Shaw composed it in the summer of 1936 while his first band, which was built around a string quartet, was playing at the Silver Grill of New York’s Lexington Hotel, and broadcasting over New York radio station WABC. In his film biography Artie Shaw: Time is All You’ve Got (1983), Shaw stated that he realized soon after his band began broadcasting that he would need a theme song to begin and end their radio appearances. This was essential in those radio days to establish a broadcast identity for Artie (actually Art at the beginning) Shaw and His Orchestra. He used “Nightmare” on the air for the first time on August 30, 1936.(1) There are no known recorded versions of “Nightmare” by Shaw’s string quartet band. He first recorded it for Brunswick Records over a year later, on September 17, 1937, using his “New Music” band of four reeds, five brass, and four rhythm. Two takes survive. The definitive recording however, was made for RCA Bluebird on September 27, 1938, by which time it had become clear that he and his band were on their way to national success. This recording of “Nightmare” became one of Shaw’s numerous million-selling records, and is the one presented with this post.
Although it has not often been noted, Artie Shaw had a sense of humor and, on occasion, was something of a musical jokester. He eschewed overt clowning, but nevertheless was sometimes amenable to inserting musical allusions from one composition into another as a bit of oblique humor. He did this with Nightmare on at least two recorded occasions: “The Skeleton in the Closet” (Thesaurus, March 4, 1937), and “My Heart Belongs to Daddy” (Musicraft, June 13, 1946).
I have always considered “Monsoon” to be a companion piece to “Nightmare.” Both were composed and arranged by Shaw, both were rather exotic, moody pieces, and both came into the Shaw repertoire early. “Monsoon” was first recorded by Shaw’s “New Music” band for Brunswick on October 18, 1937. It was also recorded for the Thesaurus transcription service on December 15, 1937. To me, the Thesaurus recording is superior. For whatever reason, “Monsoon” disappeared from the Shaw performance repertoire early in 1938. Nevertheless, “Monsoon” is high-quality early Shaw, and should be in the collection of everyone who appreciates Artie Shaw’s music.
The music:
“Nightmare” is a showcase for Shaw’s virtuoso clarinet, especially in its altissimo or highest register, though Shaw covers much of his instrument’s range in this performance. An excellent analysis of it appears in: Artie Shaw: A Musical Biography and Discography, by Vladimir Simosko.(2) He notes that: “The entire composition is built on a four-note ostinato pattern, moving chromatically up and down an interval of a second in quarter notes. The effect of this pattern is ominous and hypnotic.” Simosko further offers credible speculation about the influence “Nightmare” may have had on the later use of modes in jazz. Harry Rodgers, a trombonist in the Shaw band in the late 1930s when this recording was made, and later, and also a fine if unsung arranger, offered his opinion as to the source of the ostinato: “(It) comes from Stravinsky’s Firebird, about a third of the way through the ‘Dance of the Princess’ – a peaceful little thing, but Artie put a screaming thing with it.”(3) I find this to be persuasive, because Shaw was very familiar with Stravinsky’s Firebird, extracting its finale and using it verbatim for the coda to his famous recording of “Dancing in the Dark” in 1941.
In listening to this recording carefully, I am struck not only by Shaw’s superb clarinet playing, but by the impeccable performance of the Shaw band. One of the most salient talents Artie Shaw had was his ability to facilitate inspired yet technically flawless performances from his bands. Shaw relished rehearsal, and was masterful at it. More than one Shaw sideman characterized his rehearsals as being like a religious experience: Artie would lead his musicians through every nook and cranny of the music they were to perform, and would do it so zealously that he and they found it difficult to break away, even for bathroom breaks. The musical results were usually impressive, as they most certainly are here.
Relative to the ostinato referred to by Mr. Simosko, I must point out how drummer Cliff Leeman underlines that ostinato by gently tapping his tom-tom. Also notable in the instrumental mix Shaw created is the unique sound of George Arus’s open horn leading the trombone trio, the moaning saxophones, and the straight-muted trumpets, led with both precision and distinction by John Best.

A photo of Artie Shaw and some of his sidemen that may have been taken at the Bluebird recording session that produced “Nightmare.” L-R front: Hank Freeman, Shaw, George Koenig and Tony Pastor. Behind: George Arus, Harry Rodgers and Cliff Leeman’s right arm.
After the dynamic level of the ensemble drops, we hear only Shaw’s clarinet in its lower middle register, eerie and effective, supported by the rhythm section, the low, humming saxophones and the murmuring open trombones. Pianist Les Burness adds a few choice notes to this sonic mix, and guitarist Al Avola lays down a soft carpet of chords for Shaw to play against. Artie moves up in register ever so subtly, his ascent being emphasized by a couple of Leeman cymbal crashes. From his high register Shaw goes yet higher, into the altissimo or highest register of the clarinet, not just to pop out a dramatic high note, but to play melodically with complete mastery. This feature of Shaw’s playing, intensely difficult on an instrument that challenges musicians constantly, had (and has) clarinetists shaking their heads in admiration. In the 1938 world of swing where Benny Goodman was reigning as king, this performance proclaimed that another serious clarinetist was now on the scene.
A bit more story:
Invidious comparisons between Artie Shaw and Benny Goodman began as soon as people began to notice that in a number of musical respects Shaw was Goodman’s equal, and in some cases his better, at least to his partisans, of which there were many. The contemporary media loved this and engaged in it relentlessly because it fanned the flames of competition between the two musicians, and that was usually good for business for both of them. Benny, at least in the beginning of this, seemed to be dimly aware of Shaw’s prowess as a clarinetist and bandleader. He had achieved great success before Shaw did, and most certainly did everything he could musically and otherwise to defend his stature as “The King of Swing.” Artie, who was always driven by an inferiority complex to greater and greater achievements, wanted nothing more than to be regarded as better than Benny.

Artie Shaw visits Benny Goodman at Benny’s opening at the Empire Room of the Waldorf-Astoria Hotel in New York – October 4, 1939. The girl to Shaw’s right seems not to be impressed.
I must present in this context, a fascinating story told to me in 1986 by the great tenor saxophonist Bud Freeman, who was working in the Goodman band in 1938 at the time when Artie Shaw was making remarkable gains in terms of his success as a bandleader.
In April of 1938, Bud Freeman joined Benny Goodman’s band to be its featured jazz tenor saxophone soloist. As he and I began to discuss Benny Goodman, it became apparent to me that Bud did not like Benny, and said the time he worked in Benny’s band in 1938 was like “working in a factory, on an assembly line. I was required to do the same thing over and over again, hundreds and thousands of times.” But Bud did not blame Benny for this. He understood that Benny’s popularity with a wide segment of the populace required that he play the same tunes over and over many times. What Bud did not like about Benny was that “he became envious if any musician in his band played a good solo, and got more applause than he did. When that happened with me, Benny told me more than once: ‘this is my band. If you want to be a leader, get your own band.‘” As one can imagine, this created a lot of tension between Benny and Bud. After this happened a few times, Bud, who had created a very good reputation for himself as a result of his long associations with Ray Noble and Tommy Dorsey before he worked for Benny, began extending feelers about starting his own band. This was happening in the autumn of 1938.
“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 to 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.” (Above right: Benny Goodman as he might have looked while he was being messed with by Bud Freeman.)
The recording presented with this post was digitally remastered by Mike Zirpolo.
Notes and links:
(1) Swing Era Scrapbook 1936-1938, compiled by Ken Vail, Scarecrow Press, 2005, pages 50-52.
(2) Artie Shaw: A Musical Biography and Discography, by Vladimir Simosko, Scarecrow Press, 2000, page 231. Hereafter “Simosko.”
(3)The Swing Era: 1937-1938, Time-Life, 1971; Notes on the music by Joseph Castner, page 57.
Here are links to some other recordings Artie Shaw made in the summer and autumn when his band was rapidly climbing to popular success:
https://swingandbeyond.com/2019/11/16/yesterdays-1938-artie-shaw/
https://swingandbeyond.com/2020/09/19/any-old-time-1938-artie-shaw-and-billie-holiday/
https://swingandbeyond.com/2018/08/04/jeepers-creepers-1938-artie-shaw-and-tony-pastor/
https://swingandbeyond.com/2023/12/04/non-stop-flight-1938-live-artie-shaw-with-tony-pastor/
And the most famous of all Artie Shaw recordings:
https://swingandbeyond.com/2016/09/05/begin-the-beguine-1938-artie-shaw/
Great writeup! Artie did use the “Nightmare” riff on his recording of “Skeleton in the Closet,” recorded on October 30, 1936. https://www.youtube.com/watch?v=mViyzdaIxOA
Dave Weiner
It’s been a long time since I read Richard Sudhalter’s masterpiece, Lost Chords, but as I remember it, he devotes ten pages to Goodman, about eighty to Shaw.
Raven, thanks for your comments. I just checked Sudhalter: 16 pages for Goodman; 29 pages for Shaw. For what it’s worth, Sudhalter devoted 30 pages to Bobby Hackett, 53 pages to Mildred Bailey and Red Norvo, and 30 pages to Bunny Berigan. I don’t think we can draw any conclusions from that, except that those numbers may have been an indication of Sudhalter’s level of admiration for the musicians involved.
Memory does play tricks, but there is a nearly fifty page, two part section devoted to Shaw, and nothing like that is given to Goodman.
I just rechecked my initial check. I was mistaken. Goodman 15 pages; Shaw 50 pages.