Phil Schaap Jazz

BENNY GOODMAN  &  COUNT BASIE’S DOMAIN with a Helpful Guide Including New Observations about the March 9, 1938 Benny Goodman Orchestra Recordings

by Phil Schaap The reader could surmise that the topic is completely about the Wednesday, March 9, 1938 recording session of the Benny Goodman Orchestra for (RCA) Victor Records. There will be new observations about the music done that day and more importantly descendent to it – analysis set in motion by previously unobserved facts – though in plain sight, and in some cases out in the open since 1938. By taking this fresh look at the March 9, 1938 proceedings, the reader will be guided to a fuller understanding of the rarely studied music made jointly by Benny Goodman, Count Basie and/or his musicians. Beyond their partnering in Jazz, the bottom line to this examination, comes a helpful guide to previously encountered concerns about the Jazz recorded that March 9, 1938 day. In the day, the big thing concerning BG’s March 9, 1938 session wasn’t even about its contents! The matter in question was “Pop-Corn Man” recorded by the Benny Goodman Orchestra on October 22, 1937. “Pop-Corn Man” was initially and extremely briefly released as the ‘B’ side to Victor 78RPM 25808, whose ‘A’ side contained “oooOO-OH BOOM!” that was recorded on March 9, 1938. Upon release by (RCA) Victor, the issue was immediately withdrawn and very quickly was replaced by a second version of Victor 25808, whose ‘A’ side remained “oooOO-OH BOOM!” but with an entirely different ‘B’ side, “ALWAYS AND ALWAYS”, from the same March 9, 1938 recordings. Benny Goodman Victor 78RPM records from the peak of the Swing Era sold extremely well. Today, over 80 years later, most can be purchased for the same money or less than they were worth when new (taking into account multiple generations of inflation or not). Exploring the prices for the common version of Victor 25808 with “Always and Always” on the ‘B’ side at the end of March 2021, it was easily found for $9. The Fat Cat, Jazz Expert Matthew Rivera and the kingpin to the Neo Hot Club Movement, can probably find copies for less than 75¢ each. Seventy-five cents is what a new copy cost eighty-three years ago. The first version of Victor 25808 is an entirely different matter. Fewer than three dozen copies with “Pop-Corn Man” as the ‘B’ side are known to exist. It is by far the rarest of the Benny Goodman Victor 78RPMs and is, in fact, one of the rarest collectibles – period. Offers of over $2,500 have been refused by people lucky enough to own the rarity. In their “American Dance Bands on Record and Film”, Johnson & Shirley, referring to version one with “Pop-Corn Man” as the ‘B’ side, state: “Victor 25808 was withdrawn only seven days after release and all available copies, and the masters destroyed.” In 1938, when Benny Goodman enthusiasts numbered in multiple millions, fans rushed to record stores to find a copy Victor 25808 carrying “Pop-Corn Man” on its ‘B’ side. Such efforts were almost never rewarded. An odd track from October 22, 1937 was the first and primary aspect to examining the March 9, 1938 Benny Goodman Victor session. [A clearer perspective on ‘A’ and ‘B’ sides on singles may be helpful. Up to the Great Depression, not all two-sided 78RPM releases offered any designation between their opposite sides. When used, it was for clarity of the record’s contents, rarely to indicate preference. This changed when juke boxes came in as the Great Depression dawned. The early machines did not flip the records. If a juke box was to offer both sides of a 78RPM disc, then it needed to hold two copies of the same release. This development led to two new concepts: the lesser quality of or attention paid to the ‘B’ side; and the two-sided hit. Eventually, juke boxes would be able to easily play both sides of a 78RPM disc and when 45RPM records came in, there was never a technical concern to equally offering both sides of a single. Yet a greater de-emphasis of what the ‘B’ side held – to the point of disparagement – emerged. The ‘B’ side as a throw-away is really a Rock’n’Roll era upshot, an outcome {unknowingly} rooted in the earliest juke boxes during the Great Depression and 78RPMs.] The second great concern, also immediately receiving wide attention, was the absence of Gene Krupa. The March 9, 1938 Benny Goodman Orchestra sides are their first without Gene Krupa on drums. Krupa had just quit, and in a huff. Not prone to using four letter words, Gene cursed Benny as he famously walked out. Today, a side-person leaving a Jazz gig would have no cache in entertainment journalism even if made public in a vituperative tweet, but Gene Krupa quitting Benny Goodman was huge. Its magnitude masked the fact that two other members of the Benny Goodman Orchestra had also left. They were 3rd alto George Koenig and rhythm guitarist Allan Reuss. More remarkable – as pop groups often have/suffer major personnel changes – was that BG went into the studio before the dust had settled, before replacements for Gene Krupa and Allan Reuss had been hired. Goodman’s reasoning to going forward is unexplained. Contemporaneous commentary is in very small supply, but the personnel to the Goodman band on March 9, 1938 reveals that a lot must have been going on. It’s inviting to speculate and, later, this essay will offer its conjectures that could explain what was happening. For now, the few knowable facts will be listed. The bottom line in 1938 – and it was a big deal – was that the King of Swing and his orchestra were in transition and might be in trouble. On March 9, 1938: Lionel Hampton, the vibraphonist in the Benny Goodman Quartet, played drums. Freddie Green, from the Count Basie Orchestra, played guitar. Dave Matthews had been hired, becoming the other alto saxophone (though the second of just two, it’s known as 3rd alto), taking George Koenig’s place in the saxophones. Harry Goodman, Benny’s bass playing brother, is absent. Harry Goodman, however, is back in the rhythm section for the band’s next recordings (April 8, 1938) and his onetime absence goes unexplained. Walter Page, from the Count Basie Orchestra, played bass. Art Rollini, who had played tenor saxophone – 1st tenor, playing the 2nd part in the stack – in the Benny Goodman Orchestra from the beginning, is not present. Art Rollini, however, is back in the reed section for the band’s next recordings (April 8, 1938) and would remain in the Benny Goodman Orchestra until Summer 1939. Lester Young, from the Count Basie Orchestra, played tenor saxophone, joining Babe Russin’s tenor in the saxophones, replacing Rollini as the 1st tenor, playing the 2nd part. Benny Goodman, aside from his clarinet, that he speaks – no clarinet work! - on “oooOO-OH Boom!”, is listed as also playing “saxophone” (Victor 25808 and 25814) or “sax” (Victor 26088) – on all six sides issued as three 78RPM releases from that day. This was in focus eighty-three years ago: A rare issue existed, the first version of Victor 25808 with “Pop-Corn Man” as its ‘B’ side. (Parallels include: “Once Upon a Time in Shaolin” by the Wu-Tang Clan; the rare ‘butcher’ cover to the Beatles’ album “Yesterday and Today”; and several Jazz antecedents including Gennett 78RPM 5275 by the King Oliver Creole Jazz Band, and the rare copies of Victor 78RPM 21338 with take three of “When” by the Paul Whiteman Orchestra.) Gene Krupa (!) had left the band. The Benny Goodman Orchestra, the most popular band in the country, had significant personnel changes and was in flux. In less than two weeks, Chicagoan Davey Tough would occupy the drum chair. By April, Ben Heller had been hired to fill Allan Reuss’ rhythm guitar seat. But by then, tenorist Babe Russin was gone, and the excellent longtime lead alto saxophonist, Hymie Schertzer, had also left – that’s half the reed section. Although there had been quite a few personnel changes in the proverbial “shake-out” period when the Benny Goodman Orchestra launched in 1934, and a few significant changes occurred once the band proved immensely successful, a case can be made – retrospectively – that the March 9, 1938 session, with its unusual personnel, denotes the dawn of frequent changes to the line-up of the Benny Goodman Orchestra. Such flux would be BG’s practice for the balance of the Swing Era. A rhythm section that had been intact since Summer 1935 until Krupa’s exit would be completely changed by Summer 1939; by then, the saxes were also played by an entirely different cast. By the end of the Swing Era, even by the start of the 1940s, most of this was moot. Yes, a copy of Victor 25808 with a “Pop-Corn Man” ‘B’ side was tremendously expensive. But Gene Krupa and Goodman had long since patched up their differences. Krupa had even briefly rejoined BG’s ensemble during World War II. And while it became gossip that Benny often treated his musicians harshly and that hiring, firing, & quitting would be commonplace, the transition from fixed to flux personnel discerned, here, was not conceptually noted. That there are three members of the Count Orchestra in the Benny Goodman Orchestra was ignored, other than their being named – first initial, last name on Victors 25808 and 25814; just the surname on 26088 – on the actual records’ labels. This would include the 78RPM album, “A Swing Session With Benny Goodman”, (RCA) Victor P-3, which included the fifth and sixth titles from March 9, 1938, “Make Believe” and “The Blue Room”, on Victor 26088. There’s no booklet (as the late Warren W. Hicks would state: “as issued”). There’s no information about the Basieites participation with the album, period, other than the label of #26088. The periodical, “CAT’S MEOW: Guide To Swing”, in its May 1938 issue, in an extended passage on Benny Goodman records within an article with no byline, “The Wax Works Strictly Swing”, does mention Count Basie – but for the arrangement on BG’s February 16, 1938 cover version of the uncredited Eddie Durham-Buster Smith composition, “One O’Clock Jump”, that was now the Count’s theme song, though most certainly not a Basie arrangement. In the article’s two paragraphs with its eight sentences concerning the first four titles issued from the March 9, 1938 record date – “Please Be Kind” & “Ti-Pi-Tin” (Victor 25814) and “oooOO-OH BOOM!” & “Always and Always” (second version Victor 25808) – not even Krupa’s absence is cited. It can only be read that it’s the regular Benny Goodman Orchestra. That Freddie Green, Walter Page, and Lester Young are in the band, on the records, named on the actual discs – that’s 20% of the personnel – is unnoticed in the ‘Cat’s Meow’ and virtually all the coverage (that includes a review in Billboard). And it’s an integrated ensemble! Of course, Benny Goodman had led racially mixed record dates for years and had overtly challenged American apartheid with his trio and quartet, but the inclusion of Blacks full time in his orchestra was over a year away. This March 9, 1938 foreshadowing was not added to press coverage of Jazz fighting segregation. The one citation of that time which partially acknowledges Count Basie Orchestra members on the March 9, 1938 Benny Goodman Orchestra recordings comes with George T. Simon’s review of Victor 25814 with “Please Be Kind” and “Ti-Pi-Tin” in the May 1938 Metronome Magazine, written under the pseudonym of Gordon Wright in the monthly column, “DISCussions”. Simon aka Wright writes: “Tipitin; Please Be Kind  (V 25814). – The one Goodman release this month isn’t by his own full band, only his brass section remaining intact. And it’s the brass rather than the rhythm that actually swings Tipitin, which also includes fine passages from tenor man Lester Young and trumpeter Harry James. Benny plays on both sides as if he’s having a lot of fun.” The infusion of Basieites in the Benny Goodman Orchestra in the studio for Victor on March 9, 1938, and that the drummer in the Count’s All-American Rhythm Section, Jo Jones, actually played a few live dates when Gene Krupa quit, all went unobserved. And even if it had been grasped, then its import would have been superseded when Count Basie, himself, began appearing on Benny Goodman Sextet recordings in November 1940. [These are actually septets. The success of the six-piece Benny Goodman Sextet (August 1939 – June 1940) caused Columbia Records (both BG and the Count became Columbia artists in 1939) to retain the nom-de-disc “Sextet” as Benny Goodman and his Sextet could mean 6 or 7 musicians. The actual label read: “BENNY GOODMAN and his SEXTET Featuring COUNT BASIE”. Benny Goodman’s integrating Count Basie personnel, including Basie, in his recordings in 1938 and 1940-1941 was not really taken into account by Jazz fans and the {Jazz}press. As will be more fully examined later in this essay, this mixing was not merely a flirtation on Goodman’s part.] Following the Swing Era, the presence of Lester Young, specifically that the tenor sax genius soloed on one of the six tunes, “Ti-Pi-Tin”, on the ‘A’ side of Victor 78RPM 25814, became the surviving point of interest – other than one could get top dollar for a copy of Victor 78RPM 25808 with “Pop-Corn Man” on its ‘B’ side. Lester Young had died on March 15, 1959 at age 49. The focus on the President’s presence on “Ti-Pi-Tin” developed from that point.  It was an acquired taste in a niche audience. Counting the four Una Mae Carlisle Bluebird 78RPM sides of March 10, 1941, RCA Victor had a total of 5 potent tracks that featured “Pres”. Columbia Records, using Basie material from 1936 – 1940, issued Lester Young Memorial Lps on its Epic subsidiary. Jørgen Grunnet Jepsen, following “Prez”’s death, very quickly published his “discography of Lester Young” in 1959; probably better known in a 1968 edition as “A DISCOGRAPHY of LESTER YOUNG”. During the 1950s and 1960s, none of these five selections were reissued. At RCA Victor beginning near the top of the 1960s, was an executive who was a great Lester Young enthusiast, Elliott Horne. Horne had been part of getting Lester Young recordings with Basie issued by Columbia/Epic during the 1950s, some even before Prez’ death. But it was the era of the Lp and the Victor holdings of 15 minutes worth of the President’s music – enough, but barely, for one side of a 12” microgroove release – likely hindered any {possibly} proposed Lester Young project at RCA Victor. Strikingly, a plethora of Benny Goodman Lps on RCA Victor across the 1950s and deep into the 1960s that contained mid-to-late 1930s BG’s studio material failed to include “Ti-Pi-Tin”, though two alternate takes from the March 9, 1938 – “Please Be Kind” and “The Blue Room” – surfaced. If one wished to hear Lester Young’s solo on Benny Goodman’s “Ti-Pi-Tin”, then you needed a copy of the now long out-of-print Victor 78RPM 25814 or access to one. There were three camps to turn to: Lester Young buffs such as Ray Free or Roy Roisman; Benny Goodman specialists, often mystified why one had zeroed in on “Ti-Pi-Tin; and Lennie Tristano’s students, among whom Russell Rockman was the go-to-guy. That Benny Goodman’s March 9, 1938 “Ti-Pi-Tin” contained a prize to Prez’ early period genius has never come into the spotlight. But at least towards the end of the seventies, 1978, it became easier to hear it. Volume V of “The Complete Benny Goodman”, one of the double Lp sets of BG’s 1935-1939 Victor material released on the subsidiary trademark, Bluebird, with the catalog of AXM2-5557, brought “Ti-Pi-Tin” back into print. [“Pop-Corn Man” had resurfaced on Volume IV (AXM2-5537) in 1976. Lester Young’s two half chorus solos and obbligatos behind Una Mae Carlisle reappeared even earlier on an anthology, “Swing Vol 1”, in RCA’s Victor Vintage series, catalog LPV 578, released in 1971.] The 1970s brought forward a small-scale revival for Jazz that contained robust study to the art’s past, delivered in reverent tones. Not too long after “Swing Vol. 1” brought back the Una Mae Carlisle Bluebird tracks with Pres from March 10, 1941, the collector’s label Jazz Archives issued “Charlie Christian / Lester Young Together, 1940” on the Lp cataloged JA-6. With this release, the clandestine recording session of October 28, 1940 led by Benny Goodman with: Charlie Christian; the full Count Basie All-American Rhythm Section (including Walter Page – Artie Bernstein is not the bassist); Buck Clayton, and Lester Young became known. And with that knowledge, a portion of Jazz’s fan base gained a sliver of insight to the depth of Benny Goodman’s involvement with Count Basie and Basie personnel. This essay will come to flesh out that important musical bonding. But first a summary of the topics related to Benny Goodman’s March 9, 1938 studio outing: what was known, or knowable, and when it became known. The brouhaha over Gene Krupa’s angry exit from the Benny Goodman organization in late winter early 1938 is still known. It was the most focused-upon aspect at the time. The collector’s concern over the rare and quite valuable “Pop-Corn Man”, the ‘B’ side on the first version of Victor 25808, is still known. When the record quickly disappeared around the vernal equinox in 1938, a large number of people searched for a copy. There have been pockets of sizeable interest in finding the disc over the last 83 years. But most fans have never contemplated this rarity’s existence. Beyond Krupa leaving the band, the personnel changes in the Benny Goodman Orchestra were hardly noticed in the day. This most unusual Big Band line-up employed by BG March 9, 1938 – though stated plain as day on the actual 78RPM labels – has infrequently been commented upon since. The participation in that unusual line-up of a cluster of Count Basie musicians went and goes unnoticed. D. Russ Connor and Warren W. Hicks did mention them in their 1969 “BG On The RECORD: A Bio-Discography of Benny Goodman”. Lester Young’s presence and that he soloed on “Ti-Pi-Tin” was printed in the May 1938 Metronome Magazine. Prez on “Ti-Pi-Tin” became a facet to enjoying his genius to a niche audience that grew following Lester’s death, but who were often foiled in hearing “Ti-Pi-Tin” as the recording was out-of-print until 1978. Related to the extremely limited reaction to the out-of-the-ordinary crew on March 9, 1938 – though the actual 78RPMs listed the names and instruments – is the astounding credit that Benny Goodman (!) plays saxophone on all six titles – a conspicuous discographical tidbit unseen in plain sight continuously from 1938 into 2021. This essay’s updated analysis to the range of concerns to the March 9, 1938 studio deal, its important October 22, 1937 “footnote”, and the factors that can be examined from thinking through the implications descendent from the personnel of March 9, 1938 will begin with the possibility that Benny Goodman also played saxophone – in addition to his prodigious clarinet work and his speaking on “oooOO-OH BOOM!”. Did he? The smart money says he did. Why else would this unique credit – spread out over all six titles – be printed on the labels of: Victor 25808 (second version with “oooOO-OH BOOM!” and “Always and Always); Victor 25814 (with “Please Be Kind” and “Ti-Pi-Tin”); on these four titles, it’s printed as “saxophone”; and Victor 26088 (with “Make Believe” and “The Blue Room”), where it’s printed as “sax” and was issued as part of the 78RPM album catalog P3, “A Swing Session With Benny Goodman”. The label credit for Benny Goodman performing on “saxophone”/“sax” is unique to the six titles on the three 78RPM releases from the studio sides of Wednesday, March 9, 1938. Examining the labels of the other Victor 78RPMs by the Benny Goodman Orchestra in those first years of the Swing Era provides support that BG did, indeed, play saxophone on March 9, 1938 and that such efforts by Goodman are unique to that date. Unfortunately, we’ve entered the collectors’ swamp of label variation. The earliest releases – primarily on what the collectors call the “scroll” label – simply read “Benny Goodman and his Orch.” or “Benny Goodman and his Orchestra”. Eventually, probably when the scroll label was discontinued, some releases offered the band’s personnel and instruments. Typically, but not always, the labels with the full listing were the instrumental tracks, largely the hotter “killer diller” Jazz pieces. More “Pop” repertoire, especially those with vocals, retained the ‘lesser’ “Benny Goodman and his Orchestra”, or “Orch”, credit with the only other reference to vocals, most often naming the vocalist. The pivotal record to Goodman’s supreme Swing Era success, Victor 78RPM 25090, the two-sided hit with “King Porter Stomp” and “Sometimes I’m Happy” was first released – on the scroll label – with no personnel. Then, with the banner “Swing Classic” at the top of a new kind of label, the coupling under the same catalog number was repressed with full personnel and instrumentation. To put aside the label variation concern to the matter at hand, label variation has no bearing on the 78RPM releases from March 9, 1938. Victor’s ledgers are also a concern. The University of California at Santa Barbara has assembled an important website, DAHR - Discography of American Historical Recordings. The project began some years ago using the Victor files. Whatever the modernization of shared information, the website is hindered in that it combines the quoting of original documentation with contemporary input without a clear interpretation. According to the DAHR, there is no {original} ledger information for personnel and instrumentation for March 9, 1938. Citing the original Victor – by then (RCA) Victor – blue cards and ledgers, the DAHR published credits for the Benny Goodman Orchestra, Goodman’s clarinet, vocalists where applicable for all six songs. But for “The Blue Room” and “Make Believe”, DAHR posts an additional credit for Benny Goodman: he also is on “saxophone”. “The Blue Room” and “Make Believe” were the last two tunes recorded that day, titles that were first issued later as ¼ of the 78RPM album catalog P3, “A Swing Session With Benny Goodman”. [“Make Believe” and “The Blue Room” were coupled on Victor 26088. The album also had non 3/9/1938 material: “I Never Knew” and “Sweet Sue, Just You” on Victor 26089; “S’Wonderful” and “I Must Have That Man” on Victor 26090; and “Sweet Georgia Brown” and “Opus ½” on Victor 26091.] The DAHR posting cites “saxophone” for just “The Blue Room” and “Make Believe” (it’s “sax” on the label of Victor 26088), but the original labels have Benny Goodman on saxophone for all six titles. It seems that for at least the Benny Goodman Orchestra studio session of March 9, 1938, the original label copy is not integrated into the DAHR files. But the credit is there, it’s on the original labels, and it’s most likely printed there because it happened. “saxophone”/“sax” is a tad frustrating. Did the King of Swing play alto or tenor or both? Did Benny Goodman drop in a baritone saxophone part? Is the entire matter – that original data supplies the credit that BG played “saxophone”/“sax” – a phantom listing? All the primaries are deceased. About two generations of interested fans and researchers have also succumbed to Nature’s Law. The music of March 9, 1938 is the surviving witness. It does not resolve the issue. One thing that is revealed by the recordings is that the saxophone section sound and meshing is atypical to Benny Goodman studio dates. To this point, there is significant consensus. The first to speak up was the long term and very soon to return member of the reeds, Art Rollini. Rollini was replaced that March 9th by Lester Young. The next day, Benny Goodman played test pressings, or at the very least a test pressing of “Ti-Pi-Tin”, for Art Rollini and Art’s said “the balance stinks”. Rollini was focused on the saxophone section. [Art Rollini’s recollections will soon be brought forward at greater length. At this juncture in the essay, as I worked towards final analyzes replete with my conjectures, I’ll often appear in the first person.] My illness and the pandemic prevents hearing the tracks in highest fidelity. I, nevertheless, have recently relistened numerous times to the March 9, 1938 session. By title, I provide an initial set of observations to possible Benny Goodman saxophone work. PLEASE BE KIND – clarinet emerges too quickly after opening ensemble for BG to be in the saxes / likewise the sax section-to-clarinet-to vocal is too quick / the reeds behind the vocal offer some limited possibility of BG’s participation. TI-PI-TIN – there’s clarinet in the reed section at the opening and the end / the sax section portion does sound unusual. oooOO-OH BOOM! – the opening sax section sounds tenor heavy, but in the last 8 bars behind the vocal it sounds as though somebody (BG?) drops out - is it BG getting ready to speak on microphone / during the second, briefer vocal the reeds sound more alto heavy but does a tenor rejoin at the end? / Note: no BG clarinet on this number. ALWAYS AND ALWAYS – BG’s clarinet emerges too quickly following the early saxes’ passage / is Lester Young’s tone distinguishable? / towards the end of the bridge, the sax section begins to be tenor top heavy - is there an extra tenor? perhaps doubling a part / the sax section passage before the modulation to the vocal has the most unusual sound for the reeds on the whole date / there are clarinets in the reeds behind the vocal / during BG’s clarinet solo, there is a lower register instrument (it must be a tenor sax) doubling some of the notes / the saxes are, again, tenor heavy at end. THE BLUE ROOM – during the last 8 bars in the first chorus, a low clarinet leads. MAKE BELIEVE – is there an extra sax in the first chorus? / hear the reeds behind the 1st trumpet solo / hear the reed section at 2:06ish. Benny Goodman. when playing saxophone, was by far more an alto saxophonist than a tenor saxophonist. Still, my initial observations far more suggest that BG’s sax participation on March 9, 1938 occurred on tenor sax. Did Benny have his tenor to deputize or be on call for the oddity of Lester Young holding the 2nd chair in the stack, playing first tenor? Alternatively, did Goodman have an alto at the ready to anonymously – where possible – replace the just arrived Dave Matthews in the third chair in the stack, on 3rd alto? If that happened – BG on 3rd alto – then it might make more accurate Hymie Schertzer’s mistaken recollection that he did not play with Dave Matthews in the Benny Goodman Orchestra. [Schertzer did play with Matthews but very briefly in March 1938.] I next turned to the wig-wise ears of Vince Giordano and Mark Lopeman. Vince also brings to the table an expert and firsthand knowledge of the Victor files, ledgers, and blue cards. Mark Lopeman is exceedingly skeptical that Benny Goodman plays any saxophone on March 9, 1938. For Mark, it does not make any sense that he would do so, and none of the music recorded reveals anything close to a smoking gun that the King of Swing is performing on a saxophone. Mr. Lopeman does allow: “I do agree that the sax section throughout sounds different, maybe a little heavier or differently-balanced, than Benny’s traditional sections. I think we can attribute that to the new players and especially to Young, who at this stage of his career, and generally, got a different kind of tenor sound than Goodman’s more familiar tenors. … Bottom line, it’s different, and you can hear the difference.” Prompted by my initial observations, Mark chimes in that on “oooOO-OH BOOM!” he hears the heavy presence of tenor saxophone. The closest evidence for Mark Lopeman that, perhaps, Benny Goodman is playing tenor sax comes with “Always and Always”. “I do hear that before the modulation there is an unusual passage and what it is a tenor – probably Young – doubling the lead line down an octave. It even sounds like full 4-note chords above that tenor, but I refuse to believe that Benny picked up a sax to play harmony for 4 bars.” Mark Lopeman’s most comprehensive analysis comes with “The Blue Room”, though it doesn’t offer any likelihood that Goodman is on saxophone. “The most interesting one to me is “The Blue Room”. I definitely do hear the extra reed on the bottom where you said, and my first and last impression is that it is clarinet. I’ve wondered if it could be tenor but I keep hearing it as clarinet. I went to other versions of this arrangement and I hear no such thing there on any other version. It’s not especially great-sounding clarinet playing either, kind of -what can I say?- clunky, or heavily-tongued? I would guess that what happened is that Benny decided to play along with the saxes there. And he took it down an octave in order to not interfere with the lead alto. Just a guess, but it’s an educated guess. In rehearsals Benny would sing AND play all the parts of his arrangements to show the players how he wanted them to go. So I have no doubt he could have just picked up his clarinet and played the line in any register he wanted. He might even have been frustrated at the saxes and been trying to get them to play it with more punch? Who knows, far be it from me to claim to know why Benny did anything. But I do hear the thing you mention.” Mark Lopeman’s conclusion is that there is insufficient evidence that Benny Goodman plays saxophone at any point in the (RCA) Victor studio sides of the Benny Goodman Orchestra on Wednesday, March 9, 1938. Vince Giordano gave it the old college try. Yet he cannot hear any music that can be claimed to be Goodman on a saxophone. Switching aspects and applying himself as a hands-on authority concerning Victor’s documents, Vince leans towards believing the files. If Victor took down, at the time, that Benny Goodman played saxophone on March 9, 1938, then it’s likely he did and less likely that it is a mistake. Further, Vince Giordano is as up on Benny Goodman’s sax playing as anyone. Hearing the very young BG when he was a fulltime multi-reed player, Vince enjoys the alto saxophone work but doubts that Benny kept up that ability. Giordano provided – via Joe Tarto’s interview with Chip Deffaa – this quote of studio orchestra leader Dave Rubinoff, with whom Goodman is known to have worked in 1933: “You know Benny, when you play that clarinet, it’s so beautiful, but when you play your alto sax, it’s like flushing a toilet.” No less a Jazz pioneer than Garvin Bushell denounced Goodman’s saxophone playing in print, finding Benny more than deficient. Bushell told his collaborator for Garvin’s autobiography, “Jazz From The Beginning”, the late Mark Tucker, that in early 1936, he was fed up with Fletcher Henderson’s late and under payments. “On a Sunday night in February I got a call from Cab Calloway, and I left Fletcher the next day, just walked out without giving notice. Benny Goodman came up and did the broadcast for Fletcher. One of the world’s worst saxophone players!” Both Vince Giordano and Mark Lopeman brought up Discography. There is no discography that has BG playing saxophone on March 9, 1938. This includes the definitive Goodman reference works: the 1969 “BG On The RECORD: A Bio-Discography of Benny Goodman”, by D. Russ Connor and Warren W. Hicks; Connor’s magnum opus, the 1988 “BENNY GOODMAN: Listen To His Legacy”; and Russ’s final word, the 1996 addendum to “… His Legacy”, “BENNY GOODMAN: Wrappin’ It Up”. Indeed, no reference work or reissue credits BG for sax on March 9, 1938. But I knew both Russ Connor and Warren Hicks. If they felt that the label credits on the original 78RPMs mistakenly credited BG on saxophone, then they would have said so. The unusually meticulous Messrs. Connor and Hicks seem to have missed the BG saxophone credit, nor noticed that there’s no Goodman clarinet at all on “oooOO-OH BOOM!”. I retain my faith in the initial (RCA) Victor documentation. Wrapping it up from my end: I find that there is no baritone saxophone on the session at all. Regardless to the fact that lead alto saxophonist Hymie Schertzer was unhappy with Benny in March of 1938 and that he would leave the band that month, or to the fact that Dave Matthews had just replaced the fired George Koenig as 3rd alto the night before the session, it’s too hard to claim that Goodman plays any alto saxophone on March 9, 1938. Since I do believe that Benny Goodman does play sax on this session, I’m left with the identification of his playing tenor saxophone and in the spots that I had suggested in my initial observations: “oooOO-OH BOOM!” – the opening sax section sounds tenor heavy, but in the last 8 behind the vocal it sounds as though somebody (BG?) drops out – is it BG getting ready to speak on microphone? / does an addition tenor sax join at the end? Always and Always – towards the end of the first bridge, the sax section begins to be tenor top heavy – is there an extra tenor? perhaps doubling a part / the sax section passage before the modulation to the vocal has the most unusual sound for the reeds on the whole date. For “Always and Always”, there’s even support to my contention that BG plays some tenor sax in Mark Lopeman’s analysis. In addition, Mark’s astute hearing of “The Blue Room” causes me to point out that the low clarinet in the passage that Lopeman zeroed in on does not sound like Benny Goodman. If it’s not BG on clarinet, then BG could be on sax – that would more likely be tenor, but plausibly alto – in the sax section above. At the session, given the de facto pick-up saxophone section, it’s plausible that Goodman played saxophone on all titles as part of the preparation to cut a take. If this did occur, then it could explain the Victor files having Benny playing saxophone on all six titles. If this did occur, then it could be used to say why BG gets sax credits although he may not be playing saxophone on the issued material. In addition to “oooOO-OH BOOM!” and “Always and Always”, plus “The Blue Room”, I’ll let stand the possibilities that my initial observations for “Please Be Kind”, “Ti-Pi-Tin”, and “Make Believe”. A wild card to the entire matter is the unusual six tune session when there is typically – and by an important labor Agreement with the American Federation of Musicians – only four. Did people leave after the require four tunes? If so, then was one or more a saxophonist? And, if this occurred, then did Benny Goodman takeover? Does the interspersing of BG’s clarinet in the arrangements of “The Blue Room” and “Make Believe” preclude this possibility? The bottom line has a false bottom, but I find that Benny Goodman plays saxophone, more likely tenor sax, on released March 9, 1938 music. Moving on to “Ti-Pi-Tin” specifically. There is additional information from the 1980s – including Art Rollini’s memories of March 8 – 10, 1938 inclusive – to this fascinating, more than a curio, instance where Lester Young solos on the issued take. When I was working at the Institute of Jazz Studies at Rutgers University, Newark in the early 1980s, I had some tangential involvement as the IJS curated “The Greatest Jazz Recordings Of All Time”, 25 four Lp box sets, for the Franklin Mint (Institute of Jazz Studies Official Archive Collection / The Franklin Mint Record Society). The 10th four Lp set, “JAZZ MILESTONES / Benny Goodman • Lionel Hampton”, focused on Benny Goodman and Lionel Hampton. There are four tracks in Hampton’s half that include, indeed are led, by BG; and seven tracks in Goodman’s half that include “Gates”, again tracks led by Benny, with Lionel on drums, not vibraphone, on two, including “Ti-Pi-Tin”. I was surprised that the March 9, 1938 “Ti-Pi-Tin” was singled-out within the just 24 selections to anthologize Benny Goodman’s astoundingly vast discography. I would have also been surprised had “Ti-Pi-Tin” been chosen to represent The President, Lester Young, as he was only featured for 25% of the 4th four Lp set, “JAZZ MASTERS OF THE SAX / Hawkins • Young • Carter • Hodges”. The prized Benny Goodman specialist, John McDonough, handled all the annotations for the “Jazz Milestones …” set. John had direct access to BG for track-by-track comments. This aspect to this particular four Lp set of the 25 sets/100 Lps collection named “The Greatest Jazz Recordings Of All Time” may represent additional input to the IJS’s decision concerning “Ti-Pi-Tin”’s inclusion. Regardless to the just above paragraph and ignoring my own unimportant and unnoticed frowning on the March 9, 1938 “Ti-Pi-Tin” being elevated to such a high plane, I joined everyone at the Institute of Jazz Studies in our thrill that an alternate take had been discovered, and we would soon hear 14 more bars of Lester Young improvisation and from his glorious early period. I remember the day when the reference cassette arrived with BS 021128-2, the alternate take, still unissued, of “Ti-Pi-Tin”. Our jaws dropped – sorry Irving “Babe” Russin fans – but we were crestfallen as we heard, in the same exact arrangement, Babe Russin taking the tenor sax solo on this extreme rarity. The master take, with Pres, made it to the box set that was released in 1984. Trust us old-timers: even in 1984, Benny Goodman’s comment for “Ti-Pi-Tin”, quoted in John McDonough’s booklet to that box set, was not PC. “Lester has a white man’s sound, so to speak. He was a complete original.” Dodging that awkwardness, it’s true that Goodman thought Young was supreme. Twenty years earlier (1964), when RCA Victor asked Benny to name the greatest tenor saxophonist, Goodman said Lester Young. BG was asked as the record company was kicking off its Victor Vintage series with a Coleman Hawkins anthology (“BODY AND SOUL: Coleman Hawkins – A Jazz Autobiography” LPV-501), and Benny, realizing his faux pas to the label’s need, stated: “Oh, I thought you were talking about tenor saxophones.” RCA Victor used the quote! Art Rollini’s, as Arthur Rollini, autobiography, “Thirty Years With The Big Bands”, was published in 1987. Rollini supplied the most detailed testimony concerning the March 9, 1938 Benny Goodman Orchestra session at Victor, Lester Young’s involvement, and “Ti-Pi-Tin” specifically. “Thirty Years With The Big Bands” provides firsthand information that: Allen Reuss and Hymie Schertzer (and, of course, Gene Krupa) quit; while George Koenig and Babe Russin were fired. Art Rollini, at a distance of almost a half-century, misstates a few details. He has the sequence of March 8th – to 9th – to 10th 1938 as a Thursday through Saturday, when it was Tuesday through Thursday. Rollini mistakenly recalls that Freddie Green was on a subsequent session and that the Basieites on March 9, 1938 were two, Walter Page and Lester Young. Even so, Art Rollini’s telling is the most compelling and informative we have concerning the recordings. The night before the session, Rollini says that BG management figure, Leonard Vannerson, asked to speak with him, but Art waved him off as the band was about to go on. After the performance, Vannerson had left. Rollini would soon realize that the manager’s purpose was to tell Art not to come to the next day’s, March 9, 1938, recording session. “When I went down to the Victor recording studio for that session I found Lester Young sitting in my chair. I stayed in the small lobby outside. Benny came rushing out. Tears welled in my eyes. Benny said, “Don’t worry, Schneeze, I am just trying something. I went home most unhappy. The following night Benny invited me to his suite in the Penn Hotel and played Tippy Tippy Tin. He said, “What do you think?” I said, “Frankly, Benny, Lester is a good man, but the balance stinks. Lester sticks out like a sore thumb.” Inconsiderate Benny, the best jazz clarinet player in the world!” [Schneeze was the band’s insider nickname for Arthur (commonly known as Art) Rollini.] Rollini quotes Goodman saying “I am just trying something” on that March 9, 1938 date. What was Benny trying to do? [It may be helpful here, as I move on to the next points, to explain the construction of the three and four piece saxophone sections. The three-piece section came first, during the Jazz Age, and consisted of a lead alto saxophone, a tenor sax playing the playing the second part, and another alto saxophone playing the third part, hence 3rd alto. There was not much or any adjustment in the terminology when the saxophone section became four-piece, consisting of two altos and two tenors. In four part harmony, the altos played the 1st and 3rd parts, the tenors played the 2nd and 4th parts.] In the early 1938 Benny Goodman Orchestra, Babe Russin was ‘last’ in the stack, playing the fourth part. Art Rollini had the more prominent 2nd part as the first tenor. On March 9, 1938, Goodman had either already given Babe Russin notice, would give it that day, or very soon thereafter. Art Rollini would retain his second sax section chair for another year. Yet Goodman bumped Rollini and not Russin on March 9th, placing Lester Young in the second chair. Admittedly, Lester Young was the first tenor playing the second part in the stack in the Count Basie Orchestra, but Lester’s ‘guesting’ in the Goodman sax section might have worked more smoothly if Young took Babe Russin’s chair, 2nd tenor – 4th part, and Art Rollini, playing 1st tenor – 2nd part, who had been there since the beginning, could keep BG’s sax section sound more typical. So why did Benny Goodman bump Art Rollini and not Babe Russin with Pres? One conjecture is that BG was impressed by and contemplating embracing the “two tenor tandem” so huge in Jazz for over ¾ of a century but, in 1938, had just recently been introduced in the Count Basie Orchestra with Lester Young and Herschel Evans. This original two tenor tandem featured the contrast of the new tenor saxophone school – innovated by Lester Young himself – and the initial tenor sax concept authored by Coleman Hawkins and represented with a “Texas tenor” flavor by Herschel Evans. In 1938, Babe Russin was sounding quite a bit like Herschel. They even recorded together for Lionel Hampton on July 21, 1938 and it’s difficult to separate them. This thought is possibly furthered by the two takes of “Ti-Pi-Tin”. It could explain why Benny had Prez solo on the first take and Babe on take two. [It could be added that Goodman would feature both Herschel Evans and Lester Young in “Lady Be Good” on the Camel Caravan broadcast of November 15, 1938.] We now move on to the broader topic, never really delved into, of Benny Goodman and the world of Count Basie. I believe it started before the Count’s ensemble became a Big Band or had left its hometown of Kansas City. John Hammond, who would be pivotal to the Count hitting the Big Time, first heard and was overwhelmingly impressed by a nine-piece Basie ensemble he heard on the radio from Kansas City while hanging with his future brother-in-law – yes, Benny Goodman – whose orchestra was at the Congress Hotel in Chicago. (BG opened at the Congress on November 6, 1935 and would remain there for a half year.) I posit that Hammond made Goodman aware of his discovery and that this all occurred early during this Chicago period. The now full-sized Count Basie Orchestra – that emulated the five brass, four reeds, four rhythm instrumentation made endemic by Benny Goodman’s Swing Era breakthrough – left Kansas City on November 1 – 2, 1936 and headed for Chicago and the Grand Terrace. They famously played the holiday season at NYC’s Roseland Ballroom opening on Christmas Eve (12/24/1936). Six days later, December 30, 1936, Benny Goodman used the Count’s vocalist, Jimmy Rushing, to sing “He Ain’t Got Rhythm” with the Benny Goodman Orchestra, soon issued on Victor 78RPM 25505 with its label crediting “Vocal refrain by James Rushing”. On January 25, 1937, Benny Goodman, in one of his last sideman appearances, recorded under Teddy Wilson’s leadership with fellow sideman coming from the Count Basie Orchestra: Buck Clayton, Jo Jones, Walter Page, and Lester Young; as well as future Basie band members, Freddie Green and sidewoman Billie Holiday. A year later, at the most historically significant concert in Jazz history, the famous Benny Goodman Carnegie Hall concert of Sunday, January 16, 1938, the Count, himself, with Buck Clayton, Freddie Green (a Basieite from March 19, 1937), Walter Page, and Lester Young joined BG’s jam session for “Honeysuckle Rose”. The next recorded convergence of Benny Goodman and the world of Count Basie is the date for Victor on March 9, 1938. [The one year gap from 1/25/1937 to 1/16/1938 is partially explained by the two orchestras road commitments. Further, Count Basie was a Decca Records artist and BG was signed to Victor. Goodman had fallen into some hot water when he had used the teenaged Ella Fitzgerald, also exclusive with Decca, on Goodman’s Victor recordings of November 5, 1936. (The original 78s with Ella, Victor 78RPMs 25461 and 25469, became prized rarities in the Swing Era.) So, Count Basie does not record (officially) with Benny Goodman until 1940 when they were both on Columbia. The “Honeysuckle Rose” jam from Carnegie Hall (1/16/1938) would not be considered an official/Musicians’ Union sanctioned record until 1950.] At Carnegie Hall, the Benny Goodman Orchestra performed what was already or soon to become the Count Basie theme song, “One O’ Clock Jump”. BG and the band would make a studio recording of the “One O’ Clock Jump” for (RCA) Victor one month later on February 16, 1938. That side of Victor 78RPM 25792 begins Benny’s formal recordings of Basie repertoire. (It would be followed by two Eddie Durham pieces: “Topsy” (11/10/1938 on 26107) and “Sent For You Yesterday” (2/1/1939 on 26170). I beg pardon for the clutter of discographical detail. The true purpose is to solidify that Benny Goodman was intent on partnering with Count Basie and his musicians and that whatever the stutter steps to this need and its various undertakings, it was strong and had been in place from the beginning. Moving forward from March 9, 1938. Lester Young’s great importance to Benny Goodman is apparent. Around this time, BG gave Pres a high-quality Selmer clarinet, and Prez begins using it on recordings from June 3, 1938. (This clarinet was stolen off the bandstand at the Hotel Sherman in Chicago in early Summer 1939, and Lester Young would not publicly be featured on clarinet again until 1957; though Sadik Hakim stated that Young played some clarinet in the 1946 – 47 period.) There is a picture of Benny Goodman and Lester Young in some sort of formal office setting that – judging by The President’s haircut and his hairline in other 1938 photographs – seems to be from late winter to early spring in 1938. The photo might be from the occasion of Benny’s clarinet gift to Lester. The zenith to the Goodman-Basie partnership, however, and however unfulfilled, comes in Fall 1940. [Another lost aspect to Benny Goodman’s Kingdom of Swing is the hiatus caused by Goodman’s back problems. There are at least two Benny Goodman Orchestras: the one that launched the Swing Era formed in late 1934 and disbanded in early Summer 1940, and an entirely new Benny Goodman Orchestra that surfaces in November 1940 following BG’s recovering from back surgery at the Mayo Clinic. Retrospectively, these bands, later BG Big Band efforts, and their music are conflated into one ensemble history for most if not all of the Swing Era that concludes with Goodman giving up fulltime Big Band leadership as he disbanded a BeBop-tinged orchestra in 1949. Important musical insight and enjoyment is masked by this after-the-fact conflation. Reducing a lot to a helpful little, Fletcher Henderson’s pen dominates the 1934 – 1940 “first” orchestra, and Eddie Sauter’s arranging-composing takes centerstage with the new band emerging in the early 1940s.] Before returning to a Big Band ensemble in November 1940, the convalescing Benny Goodman contemplated an entirely different approach to when ‘Benny would ride again’. BG contacted Count Basie to propose a merger, one that would have the Count disband. In their new union, Goodman, retaining the services of electric guitarist Charlie Christian, would combine with Basie, with the full All American Rhythm Section, plus Lester Young and trumpeter Buck Clayton. Further, Billie Holiday was contacted. She would be the singer teamed with the instrumental octet. There is a conjectural element, here, that must be admitted. The coleaders, BG and Count, did not disclose their plan at any point in time. Basie is completely silent to this matter in his autobiography “Good Morning Blues”. Goodman’s sole memoir, “Kingdom of Swing, came out in 1939 – before the fact in question. Count Basie Orchestra members who would be displaced by this mid-sized aggregation going forward – Earle Warren, Dicky Wells, and Buddy Tate were directly questioned by this author – only recollected that there was something brewing, not known to them, in Fall 1940. If there is any summary to their collective analysis, then it would be they whatever was occurring, it had – to these men – some vague connection to Lester Young’s leaving the Basie band in early December 1940. Jo Jones was my most helpful informant of the Basieites. Still, I don’t believe that the Count updated him while this proposed merger was in negotiation. Papa Jo, nevertheless, said it was the plan and allowed that its falling through could have triggered Prez’ decision to exit the Count Basie Orchestra. “Holy Main: four weeks hence, I’ll be two weeks gone.” This is the often quoted statement by Lester Young as he gave notice to Count Basie, who Pres called the “Holy Main”. Trumpeter Buck Clayton was basically in the dark about the octet plus singer new band design being worked on by Goodman and Basie. Buck could provide no recollection or perspective concerning Benny’s Agreement with trumpeter Cootie Williams. BG’s plan in hiring Cootie Williams was to use him in a small group. Cootie, using his employer Duke Ellington as his agent, demanded that he be part of the full Benny Goodman Orchestra. Is there a timeline to this arbitration? Did Goodman’s decision to go back to Big Band Jazz occur in the midst of his negotiating with Cootie? Was BG’s plan always to have the cake and eat it too: a new orchestra and a new type small group? If his small group concept required the hiring of Basieites including the Count himself (!), then what was Benny’s vision of the demise of the Count Basie Orchestra? Buck Clayton, very limited in what he could recall, had nothing to say about any of these events or conjectures. Taking a good luck at the possibility that Benny Goodman considering going with a smaller group and not reorganizing a Big Band, it should be noticed what BG told Art Rollini on March 10, 1938” “I am just trying something”. The primary witness to the proposed nonet that would end Big Band music for both Count Basie and Benny Goodman is the early Jazzman of letters and broadcasting, Ralph Berton. Ralph Berton told this author that he overheard Count Basie, Benny Goodman, and Billie Holiday at the Café Society hashing out their new {smallish} band. In a different telling, Berton thought that Lester Young was also present. Using a contemporary expression, there is a lot to unpack in examining Ralph Berton’s testimony. Combining two topics: why would such an important discussion be held out in the open at a nightclub, and why would a non-participant be allowed to overhear? The schedules of Bigtime entertainers and their needs to have business discussions commonly have caused even delicate matters to be hammered out between sets at a performance space. This practice created uninvolved witnesses. [Charlie Parker and Dial Records owner Ross Russell did not get along, and Bird would leave Russell and Dial in late 1947. Yet they openly discussed adding a session and using J. J. Johnson for a December 1947 recording session while Bird was at the Argyle Lounge in Chicago in November 1947, a dialogue that was completely overheard by Jazz journalist Joe Klee. The date, December 17, 1947, Bird’s last for Dial Records occurred just as planned by Parker and Russell at the Argyle a month earlier.] I’ve given support to the notion that even a secret conference might be held out in the open and, therefore, could be heard by a disinterested or unaligned party. That said, I must expose that Ralph Berton has been challenged for his firsthand accounts written decades after the fact. The best-known controversy, perhaps the only one in the public view, was Berton’s complete quotations of Bix Beiderbecke and Bix’s associates at a distance of a half century in Berton’s book “Remembering Bix”. Ralph Berton gave me no direct quotes as he recalled what he overheard at the Café Society nearly forty years after he heard it. More vital to Ralph’s veracity is that the entire issue of a proposed merger of the Basie and Goodman clans in Fall 1940 is such an obscure topic, that Berton would have no reason to rachet it up and give anything approaching an imagined consultation. I accept Ralph Berton’s attestation. And one reason it should be accepted is the hard evidence of the clandestine recording session of Tuesday, October 28, 1940. On that date, in a Columbia Records studio, with formal Columbia matrixes assigned but no other ledger keeping (and no Billie Holiday), the proposed instrumental octet of Count Basie, Charlie Christian, Buck Clayton, Benny Goodman, Freddie Green, Jo Jones, Walter Page, and Lester Young recorded. If you accept the BG-less “Ad Lib Blues” as a track, then it is even the formal, Musicians’ Union regulated, four tune session. Regardless to the stealthy-ness about the results, one of the earliest professional Jazz photographers, Otto Hess, attended the session, and the originals of his photos from that date reside at the New York Public Library. I feel the session became a secret later, after the planned working band was dropped. There is great weakness to embracing that Count Basie would disband his orchestra and, that following back surgery, Benny Goodman chose not to reorganize a full-sized ensemble. The brevity of the timeframe is one shortcoming. Whatever the unknown starting date to BG’s and Count’s plan, perhaps as early as mid-summer 1940, the hiring of Cootie Williams and the formation of this new Benny Goodman Orchestra in early November 1940 are so close to the zenith of the Basie-Goodman merger, the October 28, 1940 session, that there seems not enough time for the radical change in the course of action. A completely different angle is the difficulty in believing that Goodman would share leadership with Count Basie or that, if Benny wouldn’t relinquish sole leadership, then would the Count accept subservience? Regardless to the question of who would be in charge, would Basie, a genuinely nice person, one who loved and helped his musicians, have chosen a path that would have made 12 members of the Count Basie Orchestra unemployed? Finally, if Goodman and/or Basie truly contemplated leaving Big Band Jazz behind in Fall 1940, then the decision to do so would have to be declared as premature. Arguably to the end of that decade and certainly at the top of the 1940s, Big Bands ruled: to be a pop star as a Jazz artist, one needed a full-sized orchestra and not a combo. [Notice, here, that Lester Young quits the Count Basie Orchestra as of early December 1940. There is supporting evidence that Pres left as the Basie-Goodman proposed octet with singer didn’t work out. Young then forges a six-piece group of his own that fails to survive economically. Lester would give up the ghost of trying to go big by being small and would return to the Basie band in late 1943 following a three year no-Big Band-work odyssey, an episode that failed to make Prez a star.] The true bottom line is not whether Count Basie and Benny Goodman would merge into a small ensemble and leave Big Band Jazz but that there was to be a partnership whose zenith appears in Fall 1940. It’s not as important how Count Basie and/or his musicians were to partner with Benny Goodman as it is to realize the overlooked importance for all involved that they make music together. [It may not add anything essential to Count Basie working with Benny Goodman, but years later in a casual conversation at a picnic, I asked the Count why he liked Benny Goodman so much as most musicians did not. Basie’s perhaps not fully explanatory response was tempo: he greatly admired that BG could recall the exact tempo they chose for certain repertoire years afterwards.] I beg pardon that my research led me to spend so much space on the meager concern of Benny’s playing some saxophone at the March 9, 1938 (RCA) Victor recording. The Basieites teaming with Goodman is the more important aspect to the March 9, 1938 session. As a second point to March 9, 1938 – also far more important as to whether BG played saxophone that day – is the finding that the session’s personnel and the changes in BG’s band from early 1938 are the dawn of Benny never again retaining long-term membership of his crew as he had in the pivotal years at the start of the Swing Era. I need to explain and account for some tidbits – and more than tidbits – that have come up in this essay. To, again, use a contemporary phrase: “house cleaning”. The essay uses the following seemingly interchangeably: “Victor”; “(RCA) Victor”; and RCA Victor. In the period covered, Victor was at first an independent company. Then, Victor was purchased by the Radio Corporation of America – RCA – a new owner which at first did not choose to impose its imprimatur and let stand the name “Victor”. For this interval, the essay uses “(RCA) Victor”. But RCA decided to billboard its ownership of the Victor trademark and eventually branded its releases “RCA Victor”. In this later instance, though within the period covered by the essay, the text uses “RCA Victor”. It may have gone by the reader, but the May 1938 issue of Metronome Magazine acknowledges only Victor 78RPM 25814. Reading the article DISCussions, only this one release has come out from March 9, 1938. In the May 1938 issue of the Cat’s Meow: Guide To Swing (in the article The Wax Works Strictly Swing), however, both Victor 78RPM 25808 (the second version) and 25814 are reviewed. There probably was an interim between the authoring of these two reviews found in the two different publications. Here is what is to be pointed out. Probably, when George T. Simon, as Gordon Wright, reviewed “Ti-Pi-Tin” and “Please Be Kind” from Victor 25814 for Metronome, only 25814 existed. The original Victor 25808 had been squashed, and the second version yet to released. Whatever the interval, by the time Cat’s Meow: Guide To Swing was ready to go to print, the second version of Victor 25808 had been released; so, that magazine acknowledges four titles and two 78RPM issues. This takes us to Victor 78RM 26088, the much later third release from the March 9, 1938 recording with its last two titles, “The Blue Room” and “Make Believe”. This issue was prepared separately, for a very early album (a 78 era development, regardless of the subsequent, near total association of the term “album” with the Lp) including the label copy where Goodman’s saxophone participation is printed as “sax” – on 25808 and 25814, it had been printed “saxophone”. The residue of these releases and the sequence to their being issued is that – according the DAHR – the credit for Goodman’s saxophone work only exists in the Victor files for 26088 (regardless to the label listing for all six titles on all 3 releases). I wish to thwart the discographical confusion and correct both current and dated misstatements over the two versions of Victor 78RPM 25808. The ‘A’ side on both versions (!) is “oooOO-OH BOOM!”. The rare first version’s ‘B’ side contained “Pop-Corn Man”. For the second version, “Always and Always” replaced “Pop-Corn Man” as the ‘B’ side. Why was “Pop-Corn Man” pulled with, to some extent, the recording being physically destroyed by the record company? The answer is unknown. Vince Giordano brought to my attention the aspersion that “Pop-Corn Man” or “Popcorn Man” was a known – in 1937 – euphemism for a drug dealer. Vince does not believe in this asserted 1937-1938 slang usage, and my research found no support for the contention. A conjecture could be that Benny Goodman and or (RCA) Victor wished for only March 9, 1938 material to be released at that time, or, in any case, on Victor 25808. Another speculation is that at this heated moment, BG didn’t want Gene Krupa’s name to appear on his record, or, in a further postulation, Goodman didn’t want a record where Krupa is listed drumming on one side and a different person (Lionel “Gates” Hampton in this particular) named as the drummer on the other side. It could even relate to prominent sideman being praised by Goodman on the actual recording of “oooOO-OH BOOM!” and the possibility that Gene Krupa’s name is not spoken by Benny, could draw attention to the fact that Gene was gone. It shouldn’t have any bearing on the quality of Count Basie and Benny Goodman partnering in music, but Eddie Durham would not let Goodman have the original arrangement of “Topsy” and went to the trouble of creating a dumbed down arrangement to sell to Goodman when it would have been easier to give Benny a copy of the one Eddie did for Basie. Eddie Durham told me that he did this to prevent BG and the Benny Goodman Orchestra grabbing the attention for his and the Basie band’s masterwork. Eddie Durham left the Count Basie Orchestra on July 7th or 8th in 1938. Goodman recorded “Topsy” on November 10, 1938. Was Count Basie involved in Durham’s and Goodman’s interaction for the music to the Benny Goodman Orchestra doing “Topsy”? Durham having left the Count Basie Orchestra clouds knowing for sure. This essay did not delve into Benny Goodman’s major efforts towards integration, nor did we broker the difficult relationship between BG and his {future until 1941} brother-in-law John Hammond. John Hammond, perhaps understandably, elevates his prominence in the struggle for Civil Rights. In doing so, Hammond is not above downplaying Goodman’s role. Benny Goodman seems to have ignored any ‘belittling’ of his fight for integration made by John Hammond. BG, pushing to have the African Americans in the original Count Basie Orchestra, including Count Basie, is both a part of the less-than-observed desire of BG to blend his music with that of Basie’s, Young’s, Jo Jones’ et al and Benny’s directly confronting American apartheid. I didn’t really know Benny Goodman, but he perceived working with Count Basie as an issue of Freedom, including artistic freedom. Phil Schaap May 5, 2021 Vince Giordano, Mark Lopeman, Lewis Porter, Lloyd Rauch, and Scott Wenzel were extremely helpful to the research and content to this document. Mark Berresford, Charles Iselin, and the Fat Cat, Matthew Rivera also contributed. The late Melissa Jones was not involved, but was pleased in her last weeks (she died on February 13, 2021) that I planned to write it, following “The Complete Garnet Clarke”, and that I could complete it despite the pandemic. I worked hard and rushed to finish this article as I face surgery tomorrow (5/6/21). It was written while I was not well and often in some degree of pain. My health may have affected the craftsmanship to this essay. There are long stretches from a first – and in those cases – only draft. I may revise in the future.