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Don't Be That Way (1938)

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Origin and Chart Information
Sampson was asked what his favorite version of “Don’t Be That Way” was. His response was “musically, I prefer Chick’s. Financially, I prefer Benny’s!”

- Composer Edgar Sampson

Rank 183
Music Benny Goodman
Edgar Sampson
Lyrics Mitchell Parish

Alto saxophonist and arranger Edgar Sampson introduced his composition while a member of Chick Webb’s Orchestra in 1934. The following year their Decca recording landed in the charts:


Chart information used by permission from
Joel Whitburn's Pop Memories 1890-1954

During the swing era, a band’s arrangements could make or break an ensemble. When Benny Goodman formed his big band in 1934, he invested in the talents of top-notch arrangers. His first charts came from Dean Kinkade and Lyle “Spud” Murphy, but in 1935 he began using arrangements by black writers, first by brothers Fletcher and Horace Henderson, then by Edgar Sampson of Chick Webb’s band. In 1936 Sampson sold Benny two charts of tunes he’d written: “Stompin’ at the Savoy” and “If Dreams Come True.” Goodman’s version of “Stompin’” hit the charts in 1936 just as Webb’s version had two years prior.


More on Benny Goodman at JazzBiographies.com

More on Edgar Sampson at JazzBiographies.com

Goodman and the members of his group were fans of Webb’s band. Drummer Gene Krupa was especially impressed and influenced by Chick’s playing. On a momentous Tuesday evening, May 11, 1937, the two bands met up for a “Battle of the Bands” at the Savoy Ballroom, Webb’s home turf. For five hours the ensembles traded musical volleys, but as one of the 4,000 patrons later stated, when “Chick gave them the first beat of the bass drum, the crowd went absolutely mad and screamed their applause.” Even Gene Krupa conceded “He just cut me to ribbons. When he really let go, you had a feeling that the entire atmosphere in the place was being charged.”

Although the public considered Goodman to be the “King of Swing,” the triumph by the Webb band at the Savoy did nothing to put the brakes on Goodman’s express ride to fame. On January 16, 1938, the Goodman orchestra performed at Carnegie Hall, the first time a jazz contingent played the hallowed home of classical music. As a doff of his hat to Chick Webb and arranger/saxophonist Edgar Sampson, Goodman opened the monumental concert with “Don’t Be That Way.” Exactly a month later Goodman recorded the number for RCA Victor, and the disc hit number one later in the year.

Some years later composer Sampson was asked what his favorite version of “Don’t Be That Way” was. His response was “musically, I prefer Chick’s. Financially, I prefer Benny’s!”

Goodman’s connection to the tune became a rather ridiculous part of the script of the 1955 film The Benny Goodman Story, starring Steve Allen as the clarinetist. Whenever Goodman’s character is chastised for doing something contrary, he’s told “Don’t Be That Way, Benny.” Fairly typical Hollywood treatment for a jazz musician’s life story, unfortunately.


More on Mitchell Parish at JazzBiographies.com

Vocalist Mildred Bailey was the first to take on the challenge of singing Sampson’s melody, fitted with lyrics by master craftsman Mitchell Parish. The song begins with the exclamation “Don’t Cry, oh honey please don’t be that way,” and then goes on to describe why these tears are like a rainy day, and hopefully things will look up because “tomorrow is another day.”

More information on this tune...

Alec Wilder
American Popular Song: The Great Innovators, 1900-1950
Oxford University Press; Reprint edition
Hardcover: 576 pages

(Author/composer Wilder devotes a page to a musical analysis of the song in his definitive book on American popular song.)

Chris Tyle - Jazz Musician and Historian

Music and Lyrics Analysis

Musical analysis of “Don’t Be That Way”

Original KeyEb major
Form A - A - B - A
TonalityMajor throughout
MovementArpeggiated in both directions; rapid eighth-note passages followed by contrasting sustained notes; some wide downward leaps (sixth) during the “B” section

Comments     (assumed background)

This entire piece is yet another tune whose progression is based on the “rhythm changes” (“I Got Rhythm,” “Cotton Tail,” “Flintstones, et. al.) The charm and uniqueness here lies in its soaring, lyrical melody that nonetheless contains intervals that are awkward for the novice singer (tri-tones, whole-note arpeggios, “color-tone” fourths over an altered chord, for example). For this reason, vocal versions are rare, while instrumental versions abound.
K. J. McElrath - Musicologist for JazzStandards.com

Check out K. J. McElrath’s book of Jazz Standards Guide Tone Lines at his web site (www.bardicle.com).
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Reading and Research
Additional information for "Don't Be That Way" may be found in:

Alec Wilder
American Popular Song: The Great Innovators, 1900-1950
Oxford University Press; Reprint edition
Hardcover: 576 pages

(1 page including the following types of information: music analysis.)
Also on This Page...

Music & Lyrics Analysis
Musician's Comments
Reading & Research

Jazz History Notes
Getting Started
CD Recommendations
Listen and Compare
By the Same Writers...

Jazz History Notes

Vibraphonist Lionel Hampton, featured member of Benny Goodman’s Quartet from 1936 until 1940, scored a recording contract from Victor Records for recording small, all-star groups. These sessions were generally integrated, and the ensembles were comprised of musicians working with name big bands. Hamp’s session from January 1938 has “Don’t Be That Way” composer Edgar Sampson on baritone sax, along with Ellingtonian’s Johnny Hodges (alto sax) and Cootie Williams (trumpet). As one might expect, the results were formidable, small-band swing.

By 1944 pianist Teddy Wilson had left the Goodman Quartet and was fronting his own units, both big and then smaller. A radio transcription date captured the band at a time when Wilson was not being commercially recorded, and the results are a delight, featuring the leader at his best with swinging trumpeter Emmett Berry and New Orleans clarinet master Edmond Hall.

Chris Tyle - Jazz Musician and Historian

Lionel Hampton
The Lionel Hampton Story
Proper Box (UK) 1012

Teddy Wilson
The Complete Associated Transcriptions 1944
Storyville Records 8236

Getting Started
This section suggests definitive or otherwise significant recordings that will help jazz students get acquainted with “Don't Be That Way.” These recordings have been selected from the Jazz History and CD Recommendations sections.

Edgar Sampson, composer of “Don’t Be That Way,” is also responsible for the song’s most significant arrangement, which was premiered by Chick Webb in 1934 (Spinnin the Webb) and then revived by Benny Goodman four years later (Essential Benny Goodman). In a small group context, Oscar Peterson found himself at the center of two of the song’s landmark recordings. In 1954, Peterson, Buddy DeFranco and Lionel Hampton recorded solos that offer us a lesson in hard-swinging improvisation (The Lionel Hampton Quintet) and three years later he accompanied Louis Armstrong and Ella Fitzgerald (Ella & Louis Again) on a more subtly-swinging performance.

Noah Baerman - Jazz Pianist and Educator

CD Recommendations for This Tune
Click on any CD for more details at Amazon.com
Chick Webb
Spinnin the Webb
Grp Records
Original Recording 1934

This is our first chance to hear the song and to hear composer Edgar Sampson’s excellent and iconic arrangement. The performance is very swinging, with particularly fine playing by Sampson himself on alto and by drummer and bandleader Webb.

Benny Goodman
Essential Benny Goodman
Original Recording 1938

Sampson’s arrangement is given another very swinging performance on this refined and popular recording. Goodman’s clarinet and the trumpet of Harry James are particularly noteworthy.

Roy Eldridge
Little Jazz Giant
Original Recording 1944

Trumpet giant Eldrige offers up a fabulous solo on this recording before handing the baton to Johnny Guarnieri who makes a very tasteful statement of his own. Bassist Israel Crosby and drummer Cozy Cole deserve credit as well for creating a great medium-swing groove.

Ella Fitzgerald, Louis Armstrong
Ella & Louis Again (Dig)
Umvd Labels
Original Recording 1956

Vocalist O’Day offers a relaxed, swinging interpretation with an excellent combo, featuring a vibraphone solo by Larry Bunker.

Anita O'Day
Sings the Winners
Polygram Records
Original Recording 1957

There is no trumpet on this irresistible recording, only Armstrong’s great vocals. The sort of soloing one might expect from him comes instead from Fitzgerald’s scatting underneath his vocals after she interprets the melody once on her own.


- Noah Baerman

Lionel Hampton Quintet
The Lionel Hampton Quintet
2001 Verve 314589100
Original recording 1954
An all-star group gives a bright, cheery interpretation of the song. Bassist Ray Brown and drummer Buddy Rich hold down a mid-tempo as pianist Oscar Peterson, vibraphonist Hampton and clarinetist Buddy DeFranco play a little one-upmanship.
Gene Harris Quartet
Listen Here
1989 Concord Jazz 4385
Original recording 1989
Wonderful solos from pianist Harris and guitarist Ron Eschete and a rhythm section (featuring bassist Ray Brown) that keeps the energy high make this an exceptional take on the song.
John Pizzarelli
Kisses in the Rain
2001 Telarc 63491
Original recording 2000
Guitarist/vocalist and all round smoothie Pizzarelli opts to take this one at a slower pace. His understated vocals and Ray Kennedy’s delicate piano create an atmosphere of quiet melancholy.
Matt Catingub
Hi-Tech Big Band
1994 Sea Breeze Records 2025

This CD contains music from two sources: Catingub’s big band and his “one-man big band.” “Don’t Be That Way” is performed entirely by Catingub on a Yamaha DX-7 synthesizer and it is some accomplishment--swinging and very listenable. His mother, vocalist Mavis Rivers, joins him on two delightful tracks.

- Ben Maycock

Written by the Same Composer(s)...
This section shows the jazz standards written by the same writing team.

Benny Goodman, Mitchell Parish and Edgar Sampson

Year Rank Title
1938 183 Don't Be That Way

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