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I Guess I'll Have to Change My Plan

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Written: 1929

Music by: Arthur Schwartz

Words by: Howard Dietz

Written for: The Little Show
(Broadway revue, 1929)

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Jack Raymond
(vocal and piano)


"I Guess I'll Have to Change My Plan"

Jon Henderson, guitar; Rob Levy, bass; Jeff Lardner, drums
at Pizza on the Park, London, Feb. 7, 2009

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"I Guess I'll Have to Change My Plan"

Critics Corner || Lyrics Lounge

About the show (revue) The Little Show / Origins of the Song

Other songs written for The Little Show currently included in the Cafe Songbook Catalog of The Great American Songbook:

1.Can't We Be Friends?

2. Moanin' Low


More details about The Little Show at Wikipedia

The Little Show was a revue which, according to Howard Dietz, should not be compared to the large and lavish revues of Ziegfeld and Earl Carroll but rather to something like the topical and witty Garrick Gaities. Comparisons have also been made to the previous decade's intimate Princess Theater shows of Jerome Kern, P. G. Wodehouse and Guy Bolton and the British Charlot Revues. The show was produced by Dwight Deere Wiman and William A. Brady in association with Tom Weatherly, the latter two of whom recruited Dietz in a speakeasy on West 49th Street to do the lyrics and some sketches. George S. Kaufman also wrote sketches and the producers suggested to Dietz that he work with composer Arthur Schwartz for the music. All the songs in the show, with the exception of "Can't We Be Friends? (music by Kay Swift, words by Paul James), "Moanin' Low" (music by Ralph Rainger, words by Howard Dietz) and "A Little Hut in Hoboken" (words and music by Herman Hupfeld) had music by Schwartz and lyrics by Dietz. The Little Show was the first of eleven collaborations for Broadway shows by that songwriting team.

The more well known members of the cast included Fred Allen, Libby Holman and Clifton Webb the last of whom introduced "I Guess I'll Have to Change My Plan." The show opened on April, 30, 1929 and ran for 321 performances at The Music Box theater.

Introduction of "I Guess I'll Have to Change My Plan"
in The Little Show

"I Guess I'll Have to Change My Plan" entered the score of The Little Show on the late side. As Howard Dietz tells it, when he and Arthur Schwartz thought they had completed the score (or at least the part they had written), they heard from leading man Clifton Webb that he wanted another song:

a number that was more perverse, a number he could deliver all alone in full-dress suit and a spotlight. He said it should be a lyric with suave romantic frustration. Webb craved parts that were virile and sensuous. He was not virile or sensuous off stage, but onstage he knew what moods would work for him (Dietz, p. 124)

Schwartz and Dietz complied and went back to their studio then on the 20th floor of The New Yorker Hotel at 34th Street and Eighth Avenue and got back to work. Dietz knew that his partner had a "vast repertoire" of melodies that he had written and asked him to just start playing. "I wanted to interpret the mood of the number without a distracting influence. In about an hour a melody, just what I wanted, escaped from the upright (Dietz, p. 124).

The origin of Schwartz's tune is surprising. He had written it to go with lyrics by none other than Lorenz Hart back when they were counselors together at Brandt Lake (c. 1920), a summer camp for boys in the Adirondacks in upstate New York. It's title then was "I Love to Lie Awake in Bed," a song written for a camp show about a boy who wasn't very athletic and liked, more than anything else, to lie in bed and daydream. Dietz quips that he "made it into a song about a different kind of bed, which sang of blue pajamas and forbidden fruit, comparatively poisonous" (Dietz, p. 125). ( The song is occasionally given the alternate title of "The Blue Pajama Song" because of the opening lines of the first refrain: "I guess I'll have to change my plan / I should have realized there'd be another man / Why did I buy those blue pajamas / before the big affair began?") It's worth it to note that the song still lives in its first incanation as the Brandt Lake Camp anthem (Lehman, p. 127). (Also, you can hear the composer's son, Jonathan Schwartz, sing it on the album Mel Torme and Friends.)

Arthur Schwartz, in an article for a book about Hart, recalled writing the melody for the camp song that got reborn some ten years later as the music for "I Guess I'll Have to Change My Plan." Having already gained an interest in writing music for the theater by the time he was in law school, Schwartz had gotten himself a summer job at Brandt Lake Camp "just for the chance to meet Larry [Hart]" whose reputation as a lyricist he had already heard about. Together they wrote the songs for the camp shows. Schwartz had been writing melodies all the time he was studying law, but the one he wrote for Larry's lyric for "I Love to Lie Awake in Bed" was the first one, as he put it, "I felt was any good at all." (Dorothy Hart, p. 25).


book cover: Dancing in the Dark (an autobiography by Howard Dietz
Howard Dietz. Dancing in the Dark: Words by Howard Dietz. New York: Quadrangle,
The New York Times Book Co., 1974

Dorothy Hart, ed.
Thou Swell Thou Witty The life and Lyrics of Lorenz Hart, New York: Harper and Row, 1976. (a compilation of Hart's lyrics and of first hand accounts of Hart from those who knew him).
Critics Corner
bood cover: Allen Forte, "Listening to Classic American Popular Songs"
Allen Forte
Listening to Classic
American Popular Songs
New Haven: Yale University Press, 2001

As discussed in the Lyrics Lounge below, lyricist Dietz creates a reversal. A man who is forelorn because he discovers that the woman he has fallen for is married changes into a man who is determined to seduce her anyway. At the conclusion of the verse, in his now famous rhyme, he explains his shock that just as he thought he had found out what "bliss is," "she gave her name beginning with "Mrs. [missus]." But by the end of the song he is determined not to allow this opportunity, no matter how frought, to "go to waste."

Allan Forte, in a six page section of his book Listening to Classic American Popular Songs devoted to "I Guess I'll Have To Change My Plan" reveals how Schwartz's music "reflects the quasi-dramatic situation beautifully" by changing his key from minor to major* paralleling the change in the character. In the verse, Schwartz writes in a minor key corresponding to the mournful state of the singer who has just felt "the blow" of discovering his dream is a "Mrs." Such a revelation, seemingly irreversible, suggests the music will remain in a minor key, yet the music, Forte explains, "leads strongly and abruptly away from the expected close in minor to the major hamony that prepares the begining of the Refrain," this being Deitz's concluding refrain in which the singer is a changed man, undaunted and determined to pursue the object of his desire despite any obstacle:

Forbidden fruit I've heard is better to taste
Why should I let this go to waste
My conscience to the wind is tossed
I've found the one girl I've lost (Deitz, p. 126).

*Ed's note: Dietz likely planned his dramatic situation to follow the key change in Schwartz's music, the music having been written before the words. {See above}).

Forte presents an extensive discussion of the form and structure of the music as it corresponds to the themes of the song.

book cover: Philip Furia, "The Poets of Tin Pan Alley"

Philip Furia, The Poets of Tin Pan Alley: A History of America's Great Lyricists,
New York: Oxford University Press, 1990.

book cover: "America's Songs: The Stories behind the Songs of Broadway, Hollywood, and Tin Pan Alley" by Philip Furia and Michael Lasser

Philip Furia and Michael Lasser,
America's Songs: The Stories Behind the Songs of Broadway, Hollywood, and Tin Pan Alley, New York: Routledge, 2006.

In his book The Poets of Tin Pan Alley, Philip Furia writes, "'I Guess I'll Have to Change My Plan' epitomizes the style of the golden age--a witty, vernacular lyric that vies with Hart, [Ira] Gershwin, and Porter at their best" (Furia, p. 198, paperback edition), and in America's Songs, a book he coauthored with Michael Lasser, they note that Dietz's lyric in this song demonstrates that witty and vernacular style with a risqué touch "when the singer ponders,

"Why did I buy those Blue Pajamas
Before the big affair began?"-- a line that gave "I Guess I'll Have To Change My Plan" notoriety as the "Blue Pajamas song." Even more daring was the singer's worldly decision to change his plan yet again to pursue the married woman, reflecting that the prospect of adultery would add spice to the affair. Schwartz's melody thus went from a wholesome camp song to a sophisticated, salacious meditation. Its success, together with that of The Little Show, cemented the partnership of Howard Dietz and Arthur Schwartz (Furia and Lasser, p. 75).

book cover: David Lehman "A Fine Romance: Jewish Songwriters American Songs"
David Lehman. A Fine Romance Jewish Songwriters, American Songs. New York: Next Book/Schocken, 2009.

David Lehman comments on the use of "I Guess I'll Have To Change My Plan" in the 1946 noir movie The big Sleep in a way that suggests the inherent tension in the song between the "insouciant" feel of its melody and the quite serious subject of its lyric: "unrequited love." He goes on to recommend the uncredited piano version played in the scene in which Vivian Rutledge (Lauren Bacall) meets Philp Marlowe (Humphrey Bogart) in a bar to pay him off for his detective work. Lehman points out that "the scene involves a change of plan, not of heart, so the piano player can segue amiably into "Blue Room" an ode to nuptial bliss." He concludes, "Forties Flicks and jazz standards were made of each other" (Lehman, pp. 127-128).

[Eds' note: Click here to watch a clip of the scene on YouTube. Unfortunately its from a colorized print of the film.]

Lyrics Lounge

Click here to read the lyrics to "I Gues I'll Have To Change My Plan" as sung by Frank Sinatra on the album A Swingin' Affair.

Sinatra's recording is certainly the most well known version of the song but his rendering of the lyric is considerably different from Howard Dietz' original. First, Sinatra eliminates the verse, as do most contemporary singers.

The Verse:
I beheld her and was conquered at the start
And placed her on a pedestal apart.
I planned the little hideaway
That we could share someday.
When I met her I unfolded all my dream
And told her how she'd fit into my scheme
Of what bliss is.
Then the blow came
When she gave her name as "Mrs. [missus]" (Dietz, p. 125).

Sinatra does not sing the verse (nor the bridge or the final refrain) because it doesn't work with the persona he creates for the song. In his version, the singer is a fellow who is used to finding himself in romantically disappointing circumstances and is apparently resigned to accepting his fate. He tries to "reach the moon" but when he gets there all he can get is the air (brush-off -- even in 1929 it was known there was no air for breathing on the moon). After having fallen head over heals for someone when he should have "realized there'd be another man," he finds himself "back upon the shelf, and that was that" [emphasis added]. He is someone who rushes into things. As he might have said in the words of another standard song, "I fall in love to easily, / I fall in love to fast." The result is he decides to "crawl right back and into [his] shell, / Dwelling in [his] personal Hell." He finishes up as a man completely controlled by his emotional circumstances:

I'll have to change my plan around,
I've lost the one girl I've found.

The character Dietz originally created starts out to be just like the one Sinatra modified, losing "the one girl [he] found" and, therefore, meekly retreats from the scene. Of course, from the verse that Sinatra omits, we know a little more about his circumstance. He has given up because he discovered that the girl is a married woman. Still, he also concludes he must change his plan around -- but instead of giving up as we can infer Sinatra's character does, he decides to exploit the situation. For Sinatra, the song ends after the second refrain, after he crawls back into his shell. But for Dietz there is more. The second refrain is not the end of the song. Deitz, in the manner of most songbook songs, proceeds with a bridge(which Sinatra omits) in which the singer has second thoughts deciding "this resignation's wrong," imagining instead how things could work out to his advantage. After all "most women want the one who comes along / With love that's secret and more true," and "it gives a most romantic edge / When one is sort of hanging on the ledge of abysses / So methinks I do not mind if she's a Mrs." Dietz's singer snaps out of his melancholy almost as fast as he felt it

Dietz concludes with a third refrain (also omitted by Sinatra] in which having previously questioned himsself as to why he jumped the gun and bought "those blue pajamas / Before the big affair began" has come around to being glad he's got them.

For all is fair in love and war
And love's a war--that makes it fairer all the more
Forbidden fruit I've heard is better to taste
Why should I let this go to waste
My conscience to the wind is tossed
I've found the one girl I've lost (Dietz, p. 126).

Sinatra's character is a man who has fallen in love with someone who is emotionally entangled elsewhere, and decides there's nothing he can do about it because that's what life, or at least his life, is like. If not a tragic character he is at least a pathetic one in that he is caught in a web from which there is no escape and so becomes resigned to his fate. Dietz's character acts similarly at first but after contemplating his apparent fate decides to reverse it, which is so neatly realized in the difference between the line that ends refrain one: "I've lost the one girl I've found," and the line that ends refrain three (and the song itself): "I've found the one girl I've lost." For Dietz this is a comedy: all difficulties are resolved in the end.

Sadly Sinatra's character never gets past the second refrain and is left to wallow in his disappointment; however, it might pay to notice that it is Frank's version of the song that has lasted. He has given the song immortality as a poignant reflection of human weakness and vulnerability. Sinatra, knowing what to leave out has rendered a more accurate reflection of the way things are for the emotionally vulnerable among us. Dietz' conclusion was no doubt designed to please a roaring twenties Broadway crowd. As Alec Wilder has noted about the Schwartz melody: "It's in the soft shoe genre" which is exactly how it is treated by Astaire and Buchanan in the 1953 movie The Band Wagon, "selling nothing, just pleasantly whistling [its] way down a quiet lane." Gerald Mast calls the Astaire and Buchanan number ""the most breezily comfortable soft show duet in film history." Even though Astaire and Buchanan, like Sinatra, leave out the verse and the final reversal, they sing and dance it in the "mock mournful" style Dietz had in mind, as if the song were filled, in Wilder's words, "with great sweetness, flirting with clichés but never proposing." Try telling Sinatra' character that's all it is.

Ed's. note on "fly Lothario": For those who are among the many who have wondered about the meaning of the phrase "fly Lothario" in Dietz' second refrain (Sinatra sings it first), you should know it's not a mistake by Sinatra or anyone else who sings it that way. It's what Dietz wrote. First, its helpful to know that, as Allen Forte explains, the character Lothario comes from a 1703 play, and that he was, "like Don Juan . . . a seducer of women." As for a "fly Lothariao," Dietz likely intends the meaning of "fly" to be something like what the American Heritage Dictionary gives as the adjectival definition for "fly": "British slang. Alert; clever; sharp." Tom on the Sinatra Family Forum adds, "'Stylish, sophisticated; fashionable.' Sometimes, too, sexually attractive," which fits quite nicely as well. So a fly Lothario is more or less a sharp, sophisticated, sexually attractive Don Juan. Slang traveled up and back between Britain and The States in 1929 just as it does now, if a bit more leisurely by liner than by jet. Dietz, as a sophisticated New Yorker would certainly be a likely candidate to have used a Brit phrase or two in his lyrics.

Lyrics for "I Guess I'll Have to Change My Plan'"
have been published in the following sources. A version close to what Sinatra sings appears in the Gottlieb/Kimball book and the original in the Dietz book:

book cover: "Reading Lyrics" Ed. by Robert Gottlieb and Robert Kimball

Reading Lyrics,
Edited and with an Introduction by Robert Gottlieb and Robert Kimball, New York: Pantheon Books, 2000.
book cover: Dancing in the Dark (an autobiography by Howard Dietz
Howard Dietz. Dancing in the Dark: Words by Howard Dietz. New York: Quadrangle,
The New York Times Book Co., 1974

*The album A Swingin' Affair was released in 1957 but the track was recorded Nov. 20, 1956.

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The Cafe Songbook
Record/Video Cabinet:
Selected Recordings of

"I Guess I'll Have to Change My Plan"

Albums shown below include a track of this song and are listed chronologically by original recording date of the track.
Wherever possible a YouTube music video with either the same performance of the song or another performance of it by the same artist is included.

(This section is currently in preparation.)
Performer/Recording Index
(*indicates accompanying music-video)

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Ramona Davies
(with the Paul Whiteman Orchestra)
album: The Big Broadcast, Volume 7: Jazz and Popular Music of the 1920s and 1930s

Amazon iTunes

Notes: "Ramona Davies, usually billed as Ramona and her Grand Piano, was a cabaret singer and pianist, most popular in the 1930s" (Wikipedia). Her recording with the Paul Whiteman orchestra on the video above serves to represent the style in which the song was performed near the time of its creation in 1929. Two other 1932 recordings of the song were the only versions ever to have charted: Rudy Vallee's recording reached #2 and Guy Lombardo's, #11.

Rudy Vallee recording of 1932.
The text within the video suggests that "I Guess I'll Have To Change My Plan" came from the Schwartz and Dietz musical The Band Wagon of 1932, but this is incorrect. The song was used, however, in the 1953 movie The Band Wagon (See below), the score for which was an anthology of earlier Schwartz and Dietz songs, but it originated in in the score for The Little Show of 1929.

No 1929 recording either by Clifton Webb, who introduced the song in The Little Show, or anybody else, has been found by us, suggesting along with other evidence that "I Guess I'll Have to Change My Plan" didn't move from an admired song in a show to being a song with broader popular appeal until recordings such as the afore mentioned began to hit the market several years after the show opened. Perhaps the delay can be explained by the fact that although "I Guess I'll Have to Change My Plan" is now considered the best song to have come out of The Little Show, it was overshadowed in the show itself by two others: "Moanin' Low" given a sultry performance by Libby Holman and Clifton Webb, and "Can't We Be Friends," now also a standard. It is relatively common for songs that eventually become standards not to have been hits right off the bat or for that matter ever, but to have required an incubation period in nightclubs or on less successful recordings before assuming their rightful place in The Great American Songbook.
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Johnny Mercer
album: Dream Team

Amazon iTunes icon

Notes: (with Jane Hutton, Paul Weston and His Orchestra and the Pied Pipers)

"I Guess I'll Have to Change my Plan" was composer Arthur Schwartz' "first hit" with charted recordings by Rudy Vallee and Guy Lombardo in 1932 coming some three years after the song's introduction in 1929. Coincidentally the early thrities was the period that Schwartz, a Jewish lawyer from New York turned composer, found himself lending some songwriting advice to a young would-be lyricist from Savannah who was trying to make his way in the big city. As Mercer's biographer Gene Lees put it, "And so when Johnny says in that casually dismissive way of his that Arthur Schwartz listened with a critical ear to his early work, it is not to be taken lightly. His advice to John goes unrecorded, but that this connection was ever made is significant" (Lees, Portrait of Johnny, p. 63-64). This is borne out by the following: About ten years later (1941) Schwartz and Mercer began collaborating on the scores for Hollywood movies and by the mid-forties, when Mercer had become a major recording artist as well as lyricist, he recorded the Schwartz and Dietz song ("I Guess I'll Have To Change My Plan") perhaps as a belated thankyou for when the somewhat senior songwriter had tutored the slightly junior one.
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Fred Astaire and Jack Buchanan
album: The Bandwagon (soundtrack)

Amazon iTunes icon

DVD cove for the movie The Band Wagon

Notes: The soundtrack for the movie The Band Wagon (1953) includes many songs by Arthur Schwartz and Howard Dietz that did not appear in their score for the 1931 Broadway show of the same title. Indeed, the soundtrack for the movie is more or less a compilation of Schwartz' and Dietz' greatest hits. One of these "hits" is "I Guess I'll Have To Change My Plan" which is sung and danced to in the movie by Fred Astaire and Jack Buchanan. The video below consists of a series of three such Schwartz and Dietz songs: "New Sun in the Sky" (originally from the 1931 Schwartz and Dietz revue The Band Wagon, where it was sung by Fred Astaire; here danced by Cyd Charisse (dubbed by India Adams) and Chorus); "I Guess I'll Have to Change My Plan"; and "Louiseana Hayride" (originally from the 1932 Schwartz and Dietz show Flying Colors; here sung by Nanette Fabray and the MGM chorus). No Doubt the use of "I Guess I'll Have to Change My Plan" in the 1953 blockbuster musical The Band Wagon brought the song to the attention of the singers and jazz musicians who in the next few years recorded it prompting its evolution into a standard (See below.)
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Lester Young
album: The Jazz Giants '56

same track as on album referenced above

Amazon iTunes icon

Notes: "Even critics who feel (against the recorded evidence to the contrary) that little of tenor saxophonist Lester Young's postwar playing is at the level of his earlier performances make an exception for this session. Young was clearly inspired by the other musicians (trumpeter Roy Eldridge, trombonist Vic Dickenson, pianist Teddy Wilson, guitarist Freddie Green, bassist Gene Ramey, and drummer Jo Jones), who together made for a very potent band of swing all-stars" (from iTunes review). Recorded January 12, 1956.
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Frank Sinatra
album: A Swingin' Affair
(conductor and arranger
Nelson Riddle)

same track as on album referenced above

Amazon iTunes icon

Notes and Video: Sinatra does not sing the verse. For further comment on the lyrics as presented by Sinatra and others, visit the Lyrics Lounge in the center column of this page.

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Tony Bennett
albums: Basie Swings, Bennett Sings

Amazon iTunes icon

Notes: "There are three really great Tony Bennett albums, and this 1958 album originally released on Roulette Records is one of them . . . . Ironically, Count Basie did not have all that much of a hand in the album. Yes, it is his orchestra, which certainly sounds great. But Basie only plays the piano on two of the tracks, "Life Is a Song" and "Jeepers Creepers." Bennett's own pianist Ralph Sharon not only plays the piano on the other tracks but did all the charts for these songs as well. Still, these songs are very much done in the Count Basie style. . . . " (Lawrance M. Bernabo, Amazon customer reviewer).
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Margaret Whiting
album: Too Marvelous for Words


Notes: Not easy to find but a good recording with Whiting doing 24 songs of Johnny Mercer, Richard Whiting, Arthur Schwartz and Alec Wilder accompanied by the Loonis McGlohon Trio on an Audiophile CD.
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c. 1981
Mel Torme and Jonathan Schwartz
album: Mel Torme and Friends Live at Marty's New York Ctiy

Amazon iTunes icon

Notes: On this album, Torme joins quite a few of his musical friends, such as Cy Coleman, Gerry Mulligan, and even Janis Ian for live performances of various songs in a New York club. For "I Guess I'll Have To Change My Plan" Torme opens with the versecontinues with the first refrainand then introduces Jonathan Schwartz who tells the story of how his father's melody first had a lyric by Lorenz Hart. Schwartz, the son, then proceeds to sing that original lyric. Finally, Torme and Schwartz in duet mode return to the Dietz lyric and finish the song.

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Carol Kidd
album: Nice Work


Notes: Carol Kidd includes the verse on her version of "I Guess I'll Have To Change My Plan."

"For over a decade, jazz singer Carol Kidd has managed to consistently pull in accolades, "Best Awards," and honors from an arena consisting of all-time greats such as Peggy Lee, Ella Fitzgerald, and Sarah Vaughan." (Read Kidd biography at Itunes.)

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Tony Bennett
album: Steppin' Out

Amazon iTunes icon

Notes: Tony Bennett, vocal; Ralph Sharon, piano; Doug Richeson, bass; Clayton Cameron, drums.

It's interesting that Tony Bennett and the song "I Guess I'll Have To Change My Plan" are not the only common denominators shared by this recording and the Bennett/Basie album version from nearly a quarter of a century earlier. A third is Ralph Sharon, Bennett's piano accompanist and arranger. The difference is that on the earlier album Sharon is arranging for the swinging Count Basie big band and here, along with Bennett himself, arranges for and plays with a jazz trio. Accordingly the younger Bennett gives us a high energy big stage version of the Ballad in the mode of the Sinatra/Riddle version from A Swingin' Affair two years before, while the older Bennett (by no means incapable of swinging, which he still manages magnificently two decades later) slows the song down and draws us in with an intimate performance.
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Stacey Kent
album: Let Yourself Go
Celebrating Fred Astaire

Amazon iTunes icon

Notes: Stacey Kent, vocal; Jim Tomlinson, alto & tenor saxophone, clarinet; David Newton, piano; Colin Oxley, guitar; Simon Thorpe, bass; Steve Brown, drums. Album recorded July, 1999, released, March 2000.
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John Pizzarelli and Aaron Weinstein
album: Blue Too

Amazon iTunes icon

Notes: "The combination of jazz [violin] and guitar, whether in a group setting or duo, has frequently been associated with swing. This stretches back further than Django Reinhardt and St├ęphane Grappelli to players like guitarist Eddie Lang and violist Joe Venuti in the 1920s . . . mak[ing] . . . Blue Too by guitarist John Pizzarelli and violinist Aaron Weinstein a real treat. As a duo recording, Pizzarelli and Weinstein have kept Blue Too's arrangements simple and intimate. The material, both new and old, pays tribute to the swing tradition . . . ." (from iTunes review).

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Meredith D'Ambrosio
album: By Myself

Amazon iTunes icon

Notes: An album of songs all with music by Arthur Schwartz on which D'Ambrosio's only accompaniment is her own piano. Among the standouts are "If There Is Someone Lovelier Than You," "I Guess I'll Have To Change My Plan," "Something To Remember You By," "Then I'll Be Tired of You," "I See Your Face Before Me," "Haunted Heart," and "Once Upon A Long Ago."

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