“Blues in the Night” was written by composer Harold Arlen and lyricist Johnny Mercer for a 1941 movie originally titled Hot Nocturne which became Blues in the Night because of the song’s appeal. The song, nominated for an Academy Award, was featured in the movie as background music, as an instrumental played by the on-camera band, and sung by William Gillespie.

The film is little known and seldom shown, although most reviewers praise this musical drama about a jazz band that gets involved with gangsters. Playing band members are Priscilla Lane and Jack Carson (husband and wife with problems), Richard Whorf, and a young Elia Kazan. Lloyd Nolan plays the gangster who hires them to play his club, and Betty Field is his hard-hearted ex-girlfriend. (The Broadway show of the same name, which opened in June, 1982, is an entirely different production with music by a variety of composers and lyricists.)

“Blues in the Night” charted on Billboard several times:

• Artie Shaw and His Orchestra (1941, one week at #10)
• Woody Herman and His Orchestra (1942, 18 weeks, peaking at #1)
• Jimmie Lunceford and His Orchestra (1942, Willie Smith, vocal, 5 weeks, peaking at #4)
• Dinah Shore (1942, 7 weeks, peaking at #4)
• Cab Calloway and His Orchestra with Dizzy Gillespie on trumpet (1942, one week at #8)
• Benny Goodman and His Orchestra (1942, 2 weeks, rising to #20)
• Rosemary Clooney (1952, 2 weeks, peaking at #29)

In Max Wilk’s book They’re Playing Our Song: Conversations with America’s Classic Songwriters, Margaret Whiting recalls hearing “Blues in the Night” for the first time as a young girl at a gathering of show-business people at her father’s house. Arlen and Mercer had just finished the song and went to the piano to play it for the group which included Mickey Rooney, Judy Garland, Mel Torme and Martha Raye, all of whom were flabbergasted. “Well, I want to tell you,” says Whiting, “it was like a Paramount Pictures finish--socko, boffo, wham! ...You knew right away that the song was so important. When they put it into the picture they really murdered it. But the song had its own strength...that whole thing about the whistle blowing in the night, the associations that were built into Johnny’s lyric. And Harold had written that kind of steady blues refrain that kept on repeating itself.”

Also in Wilk’s book Arlen talks about how “Blues in the Night” took shape. “[The movie] wasn’t even a musical. The song was incidental,” says Arlen. “The script--it was called Hot Nocturne, or something else--called for the jazz band to be in jail, and for a black man in the cell next to them to sing the blues. So I said to myself, any jazz musician can put his foot on a piano and write a blues song! I’ve got to write one that sounds authentic, that sounds as if it were born in New Orleans or St. Louis. So I did a little very minor research. I found out that the blues was always written in three stanzas, with twelve bars each. That was the first thing.”

At first Arlen didn’t have a “handle” on what he would do. The he got a “notion...a musical idea, and brother, the fires went up and the whole thing poured out!” He went to Mercer, played it for him and left. When he came back the lyricist had written all but the first twelve bars. “[Johnny] had a piece of lyric lying around on his desk that he’d probably forgotten. I’d never done this before with John, but I picked up this piece of paper, and on it was written out, ‘My momma done tole me, when I was in knee-pants, my momma done tole me, “Son, a woman’s a sweet-talk, who’ll give you the big-eye,”’ and so on. All the rest of it! The words were just hanging there, nowhere. And we put them into the first twelve bars. That’s how that happened.

“Funny, if we hadn’t had that phrase ‘My momma done tole me’ as the statement...But then, everything in ‘Blues in the Night’ was wedded well. There is no such thing as a melody doing it, or the lyric doing it alone. It’s got to be a combination. There’s just no other way.”

In Easy to Remember: The Great American Songwriters and Their Songs, William Zinsser asks, “Is there a more evocative American song? Musically, that theme [the first A section] is not only catchy; it gets locked into the brain by the blues convention of repetition.” In the C segment “...the song breaks out of the tight blues format and begins to swoop and soar in sorrowful cadences. ...Lyrically, ‘sweet talk’ and ‘two-face’ are gaudy idioms, and ‘worrisome’ may be the best thing in the whole song.”

In The Poets of Tin Pan Alley: A History of America’s Great Lyricists, Philip Furia says “Arlen’s adaptation of jazz and blues provided Mercer with a perfect setting for his slangy sophistication, and for the next few years, in the twilight of the golden age, they collaborated on some of its greatest standards.”

Furia offers several examples of Mercer’s revisions to the lyric for “Blues in the Night” which highlight the transition from a great lyric to a perfect lyric. “The abrupt drop on ‘Son’ gives weight to the maternal voice, and Mercer’s penciled revisions made that voice more and more dominant. Although the contraction, ‘a woman’ll sweet talk,’ was in the original lyric, it was followed by ‘a woman’ll glad eye’ which Mercer’s pencil blackened for the more prosaically biting: ‘and give you the big eye.’ He also cut the limp ‘But pretty soon you’ll find’ and substituted ‘But when the sweet-talkin’s done’ (deftly echoing the opening ‘done tol’ me’). He also followed ‘a woman’s a two-face’ with the colloquial ‘a worrisome thing,’ instead of the flat ‘a changeable thing.’”

In reference to Mercer’s lines “From Natchez to Mobile, from Memphis to St. Joe” Furia quotes Alec Wilder pondering, “Where, oh where, did Mr. Mercer find...any of his indigenous, salty, earthy, regional place-name lines.” Furia speculates, “Mercer, the urbane lyricist with country roots, might answer from the lyric itself: ‘I been in some big towns an’ heard me some big talk.’”

In an article for Business Week posted on line, radio host and author Jonathan Schwartz (son of composer Arthur Schwartz) says, “Harold Arlen was a droll and tender fellow, and a musician of exceptional candor. His songs speak of longing and loss. Consider ‘One for My Baby’or‘Blues in the Night.’ (Arlen used to call ‘Blues’ one of his ‘tapeworm’ melodies because it didn’t have the usual 32-bar structure but stretched out, wormlike, winding through two or three melodies in the same song.) These are dignified works, honest music, and easily identified as Arlen’s. They are midnight thoughts born of a solitude Arlen was unafraid to reveal.... Jazz musicians can infuse their own feelings into Arlen’s melodies, unlike, say, Jerome Kern’s, which have a formality that doesn’t invite improvisation (think ‘Ol’ Man River’).”

Composer Arlen and lyricist Mercer, both fine singers, recorded “Blues in the Night,” and Daffy Duck sang it in a 1942 cartoon, My Favorite Duck. Vocalists Jo Stafford, Frank Sinatra, Mel Torme, and the Four Freshmen recorded it as well as several blues bands. Vocalist Ann Hampton Calloway used the song as the title cut of her 2007 CD. Jazz instrumentalists who have featured it include harmonica player Larry Adler, the Basie band, guitarist Mark Elf, pianist Denny Zeitlin, saxophonist Bud Shank, and vibraphonist Cal Tjader.