Joe's Music Rack
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Don't Be That Way


Don't Be That Way

ASCAP Work ID: 340060615
(American Society of Composers, Authors and Publishers)
ISWC: T9016322466
(International Standard Musical Work Code)
BMI Work ID: ????
(Broadcast Music, Inc.)
(1933) date first given

Composer: Benny Goodman
(May 30, 1909, Chicago, Illinois - June 13, 1986, New York, New York - aged 77)
ASCAP: 12336919
Composer: Edgar Melvin Sampson
(October 31, 1907, New York City, New York – January 16, 1973, Englewood, New Jersey - age 66)
ASCAP: 27407987
Lyrics: Mitchell Parish
(born Michael Hyman Pashelinsky July 10, 1900 in Lithuania - March 31, 1993, Manhattan, NY - age 92)
ASCAP: 23497093

Don’t Be That Way It is often associated with Benny Goodman, since he is the one that brought it to the masses. The original, however, was composed by Edgar Sampson and first recorded by Chick Webb in 1934. Part of the confusion on this tune came from an apocryphal scene in The Benny Goodman Story, a mediocre film from 1956 starring Steve Allen in the title role. At a point late in the movie, someone tells him they need to announce the title of the song they’re about to play. He replies (and I’m paraphrasing here) “Everyone’s always telling me, ‘Benny, don’t be that way,’ so that’s what I’m going to call this new tune.”

The truth is that Edgar Sampson composed Don’t Be That Way for Rex Stewart’s band in 1933. Unfortunately they did not record the tune, and that same year Sampson left Stewart to join Chick Webb’s band. This was a very prolific time for him; it was the same time period he composed such classics as Stompin’ at the Savoy, Let’s Get Together, and Blue Lou. Only later would Benny Goodman make Sampson’s creations worldwide hits.

Mitchell Parish, who also wrote the lyrics of Sweet Lorraine, Stars Fell on Alabama, and Stardust, put words to the tune a few years later in 1937. There are relatively few recordings that include the lyrics, perhaps because the melody is somewhat difficult to sing.

Below are some recordings of Don’t Be That Way that showcase its versatility, through a number of styles and tempos.

On some labels like Victor 25792 list (Benny Goodman - Edgar Sampson (C) - (L) Mitchell Parish) to which we applied our listing; some sources report no ASCAP or BMI number found with this, but we use the ASCAP number given to the song, as both Goodman and Parish have the title listed under their ASCAP numbers.

Don't cry,
Oh honey please don't be that way
Clouds in the sky
should never make you feel that way
The rain
will bring the violets of May,
tears are in vain
So honey, please don't be that way.

As long as we
see it through,
You'll have me,
I'll have you.
tomorrow is another day,
Don't break my heart,
Oh honey, please don't be that way.


Those who recorded this song

  1. Chick Webb and His Orchestra - Decca 483-A
    39140 - Also Decca Set A-138 - ASCAP: 340060615 - ISWC: T9016322466 - New York, NY - November 19, 1934 - 2:35 -
    "The original recording has that characteristic Chick Webb stamp to it: snappy tempo, tight horns, and that rhythm that just makes you want to jump. ... the rhythm guitar by John Trueheart on the first B section, it almost makes you forget the trombones are even playing. Some signature Webb comes at the end with saxophone trills and a short drum solo. In all a solid recording, but fame would elude this tune for a few years". listed recording date September 10, 1934 -

  2. Lionel Hampton and His Orchestra - Victor 26173 - 2:22
    18338 - ASCAP: 340060615 - ISWC: T9016322466 - New York, NY - January 18, 1938 - 2:33
    Cootie Williams (tp), Johnny Hodges (as), Edgar Sampson (bar, arr), Lionel Hampton (vib, vcl), Jess Stacy (p), Allen Reuss (g), Billy Taylor, Sr. (b), Sonny Greer (d)
    There were no studio recordings of the tune between the original and this one more than three years later by Lionel Hampton. Only three live recordings captured it in these interim years, so it is apparent the tune was not in high demand. All that was about to change, however. Just two days before this recording, Benny Goodman played Carnegie Hall and opened with Don’t Be That Way. Hamp may have recognized that the tune would be instantly popular and rushed to record it before Goodman had the chance to, or perhaps it was just coincidence. At any rate, we have an exceptional gathering of musicians here: the composer himself taking the first B section on baritone saxophone, then the incomparable Johnny Hodges and Cootie Williams taking solos on the next chorus, respectively smooth and growling. Hamp changes just a couple notes here and there to let the melody take on a completely different feeling than Webb (or Goodman, for that matter) ever had. -

  3. Benny Goodman And His Orchestra - Columbia 39277 1938 Carnegie Hall concert (January 16, 1938) Columbia SL-160 side 1 track 1 - 3:18
    Columbia SL-160-1-1 1938 Carnegie Hall concert (January 16, 1938) Columbia SL-160 side 1 track 1 - 4:19
    Victor 25792-A studio cut mention below - 3:18
    Harry James, Ziggy Elman, Chris Griffin (tp), Red Ballard, Vernon Brown (tb), Benny Goodman (cl), Hymie Schertzer, George Koenig (as), Arthur Rollini, Babe Russin (ts), Jess Stacy (p), Allen Reuss (g), Harry Goodman (b), Gene Krupa (d), Count Basie (arr); New York, February 16, 1938
    Benny Goodman made it into the studio to record the tune along with One O’Clock Jump, which was also featured in the Carnegie Hall concert. The arrangement, by Count Basie, would become the standard that his big band would follow for years. The record was a huge hit for Goodman, and stayed at #1 on the Billboard charts for 5 weeks starting that April. Here is 'Take 2' from the same session; somewhat more interesting than the recording that took the country by storm, and it is the way the musicians really wanted to play. To start, the trumpets are a little punchier and staccato. The big difference, though, comes in the solos from Goodman and James. Instead of trying to spell out the melody again for the listener, they let loose as if they were in a jam session. Try listening to them back to back. - with edit

  4. Teddy Wilson and His Orchestra - Brunswick 8116-B - 3:02;
    Brunswick A-81589 - 3:02;
    Columbia 36335 - 3:02;
    Parlophone R-2553 - 3:02;
    Vocalion S-188 - 3:02;
    Lucky 60416 - 3:02;
    Bobby Hackett (cnt), Pee Wee Russell (cl), Tab Smith (as), Gene Sedric (ts), Teddy Wilson (p), Allen Reuss (g), Al Hall (b), Johnny Blowers (d); New York, March 23, 1938
    Wilson’s take on the melody’s rhythm and phrasing gives it an even livelier mood than before, especially with his playfully interwoven responses to the band on piano, and those saxes.

  5. Ella and Louis Again - Verve MGV 4006-2 side 1 track 1 - 4:57
    Ella and Louis Again is a 1957 studio album by Ella Fitzgerald and Louis Armstrong. It is the "sequel" to their 1956 album, Ella and Louis, in contrast to their previous collaboration Ella and Louis, this album does not only feature duets. The original 1957 double LP was reissued in 2006 on a 2 CD-set as Verve 0602517036918. Recorded on July 23; July 31 and August 13, 1957 - it has 19 of some of THE BEST light jazz, swing numbers ever done.
    Louis Armstrong (vcl), Ella Fitzgerald (vcl), Oscar Peterson (p), Herb Ellis (g), Ray Brown (b), Louie Bellson (d); Los Angeles, August 13, 1957
    Fast forward two decades, where our tune has now achieved ‘standard’ status. It was one of the great anthems of the Swing Era, and now in 1957 it is a familiar and beloved melody. The songs in these sessions with Fitzgerald and Armstrong represent some of the best of classic American music, and Don’t Be That Way is right at home in the set list. While not the only example with the lyrics included, there is a noticeable difference is its drastically different tempo. They take on such a relaxed attitude that it is almost a different song from what you have heard before. Ella and Louis are both masters of singing ahead of and behind the beat, hitting each word early or late as they see fit. They do both here, and it is those late notes that make it feel even lazier and more dreamlike. This seems like worlds away from the first recording, and it must have been a great experience for Ella to put such a different spin on it since her days in Webb’s band. - with edit

  6. Benny Goodman Live at the Rainbow Grill - (It's the new Benny Goodman Septet, formed in 1966. Goodman’s first engagement there) - The Yale University Archives, Volume 6 Track 4 - 2:42
    This example, the only live recording of the bunch, comes one decade later from the man who made the song famous, Benny Goodman. He keeps some pieces of the original arrangement, such as the staccato trumpet during the main theme, as a bit of an homage to the good old days. The player who really excels here though is Zoot Sims, whose driving tenor solo propels the song from the quaint intro to its rollicking finale. - with edit
    Benny Goodman - clarinet; Joe Newman - trumpet; Zoot Sims - tenor saxophone; Attila Zoller - guitar;
    George Duvivier - double bass; Bernie Leighton - piano; Joe Marshall - drums
    Recorded at the “Rainbow Grill” in Rockefeller Center, New York City, New York, June 28 & 29, 1967 - shows that six sho
  7. Jimmy Dorsey and His Orchestra - Decca 1733-A
    63434 - New York, NY - March 16, 1938 - 2:59
    Jimmy Dorsey - Clarinet; Bill Covey; Noni Bernardi - Alto Saxophone; Billy Frazier; Leonard Whitney - Tenor Saxophone; Bobby Byrne - Trombone;
    Shorty Sherock; W. C. Clark - Trumpet; Jack Ryan - Bass; Roc Hillman - guitar; Freddie Slack - piano; Ray McKinley - drums
    Check out this studio cut, it is by far in the Jimmy Dorsey style - move the furture, roll up the rag and 'cut it'. WOW! - every piece in the band is heard here.

  8. Bing Crosby with John Scott Trotter Orchestra - Decca 1794-A
    DLA-1277=A - Los Angeles, CA - April 22, 1938 - 2:38
    Okay it's Bing, doing what he is very good at - singing. With the John Scott Trotter Orchestra, this vocal, done by one of these best. Being a base, Bing just made the words roll as those anyone could sing them, but for a tenor, this song is all but a no-no. The mood the Trotter sets is right for the vocal with no 'jazz' to it, but it still very good, and great to hold your partner to dance to.

  9. Captain Glenn Miller and the AAFTC Orchestra - Don't Be That Way - 1:55
    So the war is on, the troops what to heard music, so the Gov puts out V-Disc, with the best talent the US has. Capt Miller and the Army Air Force Band gives them this cut. Well done, not a much swing but good none the less

  10. Mildred Bailey And Her Orchestra - Conqueror 9022 - 2:59
    Vocalion 4016 - 2:59
    Now in 1938 Mildred Bailey as been on a recording trip that is very, very good. Her cut of this song is just great, along with the sax - she makes the 2:57 of true time, just live, swing, and makes you want to go a few turns on the floor.
    Mildred debuted with the Whiteman band in 1929. In Whiteman's band, Bailey also met Red Norvo, who played the xylophone and marimba, and the two wed in 1933. While the pair at first performed separately, the better-known Bailey stepped in to save Norvo's floundering combo, which resulted in some of the best work of their careers. Bailey recorded as vocalist with Norvo's group for Brunswick from 1936 to 1939, both Conqueror and Vocalion are by now part of Brunswick. Norvo's group, as well as members of Count Basie/s band, backed her for Vocalion in the same period, on some of the era's most adventurous arrangements, often penned by Eddie Sauter. The couple divorced in the late thirties, but continued to record together through the 1940s. - wth edit

  11. Edgar Sampson And His Orchestra - Swing Softly Sweet Samson - Coral CRL57049 - Side 2 Track 6 33 1/3 LP - 1957 - 3:04
    Charlie Shavers, Jimmy Nottingham, Melvin ''Red'' Solomon (tp) Tyree Glenn, Lou McGarity (tb) Milt Yaner, Hymie Schertzer (as) Boomie Richman, George Berg (ts) Lou Stein (p) Allen Hanlon (g) Beverly Peer (b) Terry Snyder (d) Edgar Sampson (arr,ldr)
    Cut in the form of Jimmy Dorsey, when first played you were think its the same song, till those horns cut in, then not so much - but here again, every piece is heard, with a very nice piano by Leo Stein.

  12. Frank Sinatra - Sinatra Swings - Reprise R9 1002 - Side 1 Track 3 33 1/3 LP - Released July 1961 - Recorded May 18, 19, 23, 1961, United Studios, Hollywood, Los Angeles, CA - 2:42
    Recorded with Billy May, Sinatra Swings was Frank Sinatra's first straight swing album for Reprise Records. In terms of content and approach, the record is remarkably similar to his final Capitol swing effort, Come Swing with Me. In fact, Capitol thought the album, originally titled Swing Along with Me, was so close in its sound and title that they sued Sinatra. The Capitol won the suit, and the singer had to change the name of his Reprise album to Sinatra Swings. Of course, it didn't change the actual content of the record. Our song, done by 'old blue eyes' is right in there. That swing mood that he and Billy May were so good at. Great for 'band stand dancing' of 60's - Not the 30's, 40's style. But very good, none the less. On a one to ten, we make it an 7. Would be higher, but Billy May just did not put much 'stuff' in it, other than the bass, always in the background.

  13. Anita O'Day - Pick Yourself Up With Anita O'Day - Verve MGV 2043 - Side 1 Track 133 1/3 LP - Released 1956 - Recorded January 4 - December 20, 1956 - 2:31
    Anita O'Day - how time goes by, she is oh so great with our item tune - very up beat, she works the words well and nice to heard the vipes in the song, thinking back to Mildred Bailey The song works well in the O'Day style.

The Blackwell Guide to Recorded Jazz, pg. 101
American Popular Song: The Great Innovators, 1900-1950, pg. 496
Your Key To Collectibles - Decca 78 100 - 999 Discography
Your Key To Collectibles - Decca 78 3000 - 3999 Discography

Under Section 107 of The Copyright Act 1976, allowance is made for "fair use" for purposes such as criticism, comment, news reporting, teaching, scholarship, and research. Fair use is a use permitted by copyright statute that might otherwise be infringing. Non-profit, educational or personal use tips the balance in favor of fair use.

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