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Blues in the Night

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Written: 1941

Music by: Harold Arlen

Words by: Johnny Mercer

Written for: Blues in the Night

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On the Main Stage at Cafe Songbook

Katie Melua
(with Paul Jones on harmonica)


"Blues in the Night"

AVO concert, Basel

Katie Melua recorded "Blues in the Night"
on her 2005 album Piece by Piece.

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"Blues in the Night"

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About the Movie Blues in the Night / Origins of the Song

Other songs written for the movie Bues in the Night currently included in the Cafe Songbook Catalog of The Great American Songbook:

1. This Time the Dream's on Me


For a complete listing of songs used in the original production of this show/movie, see IMDB soundtrack.

Written for and when

The song "Blues in the Night" was written in 1941 (published and copyrighted Sept. 18), for the movie Blues in the Night, released by Warner Brothers, Nov. 15, 1941, Directed by Anatole Litvak, and written by Edwin Gilbert and Robert Rossen.

The Majority of songs included in the score were written by Arlen and Mercer and included 1) the title song used repeatedly through the film: played during the opening credits, sung by William Gillespie in a jail scene, played and sung by blacks in a documentary style montage of African American life of the time, reprised often on the piano by Jigger (played by Richard Whorf with piano dubbed by Stan Wrightman); used often as background music played by the Jimmie Lunceford Band; 2) "This Time the Dream's on Me" played by the band and sung by Priscilla Lane, reprised by Betty Field; 3) "Hang on to Your Lids, Kids" played by the band and sung by Priscilla Lane; 4) "Wait Till it Happens to You" played on piano by Wallace Ford and sung by Betty Field. 5) "Says Who? Says You, Says I" played by the Will Osborn band with Richard Whorf at the piano, sung by Mabel Todd and an unidentified quartet.

DVD Blues in the Night
(the movie, 1941)

Song Introduced by

In the movie Blues in the Night, William Gillespie, playing one of several imprisoned black men, gives the title song its premier. The major characters of the film, a group of young white musicians (One of them is played by a young Elia Kazan.), are imprisoned in the adjacent cell listening — mesmerized and inspired by the music, the authentic blues/jazz they themselves aspire to play.

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Critics Corner

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

During the middle and late 1930's, songwriters like Harold Arlen and Johnny Mercer were drawn to Southern California to write for the movies. Although they occasionally returned to New York in quest of the grail of a big success on Broadway, the West Coast had become the stronger magnet. The Depression had hit Broadway hard and just about all the big name composers and lyricists from Berlin to the Gershwins to Kern and Dorothy Fields found themselves riding the rails (albeit in greater comfort than their folky colleagues like Woody Guthrie) taking the Twentieth Century Limited from New York to Chicago and then the Super Chief from there to LA. No boxcars for these boys and girl. Rodgers and Hart may have written "Hallelujah, I'm a Bum," but they were professional songwriters from New York going bicoastal (at least for the moment; they never finally took to Hollywood) because during that period Hollywood was the only place where there was substantial opportunity to practice their art and get paid well for it. New York was missed by most members of the songwriting crowd, but more in chat around the tennis court or the pool than in fact.

Arlen and Mercer socialized at parties at the Gershwins as well as other Hollywood homes and watering holes and were finally brought together for film work in 1941 by Buddy Morris, an old friend of Arlen's from New York who had become head of the Warner Bros. music department. He hired them to compose a score for a film first titled New Orleans Blues and later, but not finally, Hot Nocturne. Movies about jazz were beginning to catch on and the studio had a script by Robert Rossen, a story about a group of young musicians who had it in their heads to play the real thing instead of the watered down, commercial variety of jazz typically performed by so many of the popular dance bands then touring the country.

Although Arlen and Mercer came from very different backgrounds—the former a cantor's son from a religious Jewish family in Buffalo, the latter a southern patrician from Savannah—they were both drawn to New York City in their late adolescence, and when they met there felt a musical kinship. As Mercer put it, "We [didn't] come from the same neck of the woods or anything, but we really [had] a thing about jazz and blues, and creativity and originality, and structure" (Jablonski, p. 152).

"Blues in the Night," now one of the great American standard songs, was one of the numbers for the score of their first Hollywood collaboration. The song received a very informal premier when Arlen and Mercer dropped in to perform it at a "regular Saturday night get-together" at the home of the late composer Richard Whiting. Whiting was Margaret Whiting's father and Johnny Mercer's former writing partner ("Hooray for Hollywood," "Too Marvelous for Words," etc.). According to Margaret Whiting, the song was an instant hit with everybody present that evening, which included Mel Torme, Martha Raye, Mickey Rooney and Judy Garland. In an interview with Max Wilk, Whiting vividly recalls the excitement that performance engendered:

Well I want to tell you, it was like a Paramount Pictures finish -- socko, boffo, wham! At one end of the room, Martha Raye almost passed out; for once, she didn't have a funny line. Torme was so knocked out by the musicianship, he just sat there. Mickey Rooney kept saying, 'My God, this is unbelievable!" And Judy and I raced over to the piano to see which of us could learn the song first! You knew right away the song was so important. (Wilk, p. 140)

For one scene, the movie's script called for a jazz band (the group of characters at the center of the film's story) to be in jail, and for a black man in the cell next to them to be singing the blues. Arlen said to himself, "Any jazz musician can put his foot on a piano and write a blues song! I've got to write one that sounds authentic." (Wilk, p. 157). Click here to hear Whiting herself describe that evening on an NPR broadcast.

Considering that he had already written bluesy standards like "Stormy Weather" and "I Gotta Right to Sing the Blues" (both with lyricist Ted Koehler ten years earlier), and that many thought and still think of Arlen as the most blues oriented composer of standard songs, it is somewhat surprising to learn, from Arlen himself that "'Blues in the Night' is the only Blues song I've ever written" (Somewhere Over the Rainbow: Harold Arlen). Arlen must have felt this song had to be more authentic, meaning both more connected to Black music and experience as well as technically a blues. To write it, Arlen retreated to the studio behind his LA house, telling his wife he was not to be disturbed. Feeling as though he had no 'handle" to help him get started, he decided to do a little research. Among other things he read W. C. Handy's A Treasury of the Blues on just what constituted Black blues. After a day and a half of isolation, a long time for him, a "musical idea" finally came along to match what he had just learned and, as he put it, "the fires went up and the whole thing poured out . . . . I played it and I knew in my guts, without even thinking of what John [Johnny Mercer] could write for a lyric, that this was strong, strong, strong!" (Wilk, p.158).

Mercer developed the basic lyric quickly after Arlen showed up at his house with the melody. There were, according to Arlen, "no questions asked, no saying, 'This needs another two bars; or 'I don't like the third stanza' -- nothing.'" Arlen left Mercer alone with the music, and when he returned several hours later the whole lyric was ready to go -- except for the opening (Wilk, p. 158).

For the first line, Mercer apparently had come up with something like, "I'm heavy in my Heart, I'm heavy in my heart," (Furia and Lasser, America's Songs, p. 170), which Arlen thought of as "weak tea" (Wilder, p. 272). A few moments later serendipity stepped in. Arlen spotted several pages of Mercer's notes lying on the desk and saw a line the lyricist had not included. Furia and Lasser quote Arlen: "Then I saw those words, 'My momma done tol' me.'" Arlen, who had not worked with Mercer since 1932, and then only briefly, hesitated to suggest the need for a change, but recognizing the strength of Mercer's "jot" and how it segued to the other dialect phrases already in the lyric, phrases such as "Give ya the big eye," and "I've heard me some big talk," ventured his opinion. The change was quickly agreed upon. (Furia and Lasser, America's Songs, p. 171). Arlen told Alec Wilder, "It was one of the very few times I've ever suggested anything like that to John" (Wilder, p. 272). Mercer's recollection was slightly different. According to him the final touches actually took another week and a half (Jablonski, p. 156).

Wilder in his classic book American Popular Song notes how much depends on a first line. He points out that "Blues in the Night" affirms the old notion that a musically difficult song (which this one is, blending the twelve bar blues with the standard AA'BA song form, and having fifty-eight measures instead of the usual thirty-two), can still be a hit if the opening measures are singable, no matter how complex the rest of it is. "Blues in the Night" he says, "becomes increasingly difficult as it develops, so much so that I know no non-musicians who can sing more than the first part of it . . . . But the first phrase is so immediately provocative, and easy to remember, that the public seemed to need no more in order to accept it, except, of course, its perfect lyric by John Mercer (Wilder, pp. 79 and 272). "My mama done tol' me" worked so well, in fact, that many have thought of it as the title, and it is still occasionally listed as an alternate to "Blues in the Night."

Arlen himself argued that the new first line should be the published title, but Mercer disagreed and so they consulted their colleague Irving Berlin. Irving sided with Mercer. When the producers at Warner Brothers finally heard the song, they liked it so much they changed the name of their movie from Hot Nocturne to Blues in the Night (Furia and Lasser, America's Songs, p. 172).

A couple of the elements that contribute to that "perfect lyric," are how "even some Southern place names sounded like earthy poetry: 'From Natchez to Mobile/From Memphis to Saint Jo,'" and how Mercer [had] crafted a haunting bit of onomatopoeia for the sound of a train whistle: 'A Whoo-ee-duh-whoo-ee'" (Furia and Lasser, America's Songs, pp.170-171). Mercer's mother had been raised on a farm near Savannah close enough to the tracks to hear the train whistle and would tell her children and grandchildren how the whistles said, "Whoo-oo--Whoo! Whoo-oo--Whoo!" and how it sounded "so lonesome and so mournful." When Mercer wrote,

Hear Dat lonesome whistle
Blowin' 'cross the trestle,
(My mama done tol' me)
A Whoo-ee-duh-whoo-ee.

there is good reason to believe one source of his words was embedded within his own childhood experience (Furia, Skylark, p. 11). Beyond that, however, the intense sadness present in "Blues in the Night" can be seen as deriving from the combined devotion of composer and lyricist to the blues and jazz as well as to the current state of their personal lives. According to Philip Furia, Mercer's biographer, both men were "trapped" in unhappy marriages, a state of affairs the sadness and misery of which found expression in the content of their collaborations of the time. Furthermore, in the songs Mercer was then writing with Arlen, "a completely new depth of sorrow suddenly registers itself, [a quality] that can only reflect [Mercer's] affair with Judy Garland" (Furia, Skylark, p. 126).

In the movie, the would-be jazz band bums around the country on freight trains, what they call "riding the boxcars," looking for gigs. Their wanderings and devil-may-care demeanor are part of Depression era culture commonly heard in folk music; but the pop standards of the period also often included train imagery. Mercer had written "I Thought About You" ("I took a trip on a train and I thought about you.") with Jimmy Van Heusen in 1939, two years before "Blues in the Night" and "On the Atchison, Topeka and the Santa Fe" (from The Harvey Girls) with Harry Warren in 1946. "Blues in the Night" is a train song that bridges the gap between blues and pop, between black and white musical traditions, between pop standards and jazz. Perhaps Margaret Whiting summed up the role of the train sounds in the song best when she said, "Trains are such a marvelous symbol. Somebody's always coming in or leaving on one, so it's neither sadness nor happiness, but it's the way you react to it, how you respond" (Wilk, p. 140). Musically as well, the song has a train like quality in that it is one of those Arlen melodies that is like a freight train consisting of an endless string of cars. As noted above, Wilder pointed out that the song has fifty-eight measures instead of the typical thirty-two. Arlen used a different metaphor to describe melodies of his that had this characteristic. He called them, as Jonathan Schwartz remembers it, "My tapeworm songs."

Wilfred Sheed in his book The House that George Built sees Arlen's affinity for the Blues as stemming from a combination of the Jewish music he learned from his cantor father and his own experience of having worked professionally, from quite an early age, with some of the best Black musicians. Sheed notes that Arlen had "apprenticed with the incomparable black pianist, bandleader, and composer Fletcher Henderson . . . and had come of age writing some of his greatest songs for the famous Cotton Club in Harlem while the Duke Ellington and later the Cab Calloway bands were in residence."

Arlen's father, Samuel Arluck (Harold Arlen's original name was Hyman Arluck) did not want his son to be a jazz musician; nevertheless, he recognized the relationship between some of the music he sang in his work as a cantor and African-American music. Arluck père had lived in the South, had had some familiarity with the music of Black musicians, and had heard his son playing recordings of Louis Armstrong. Jablonski recounts how Arlen explained to his father that what he was hearing as familiar in Armstrong was something jazz musicians called "hot licks." One of Armstrong's hot licks, Arlen's father claimed, "was one of his own improvisations that he had sung during a service at the synagogue" (Jablonski, p. 18). E. Y. Harburg, one of Arlen's most important lyricists, singled out the combination of the "Hebrew and black" in Arlen's music as crucial to making it so appealing (Jablonski, p. 58). Wilfred Sheed concludes that whether or not there is a "natural affinity" between Jewish and Black music, "Arlen not only wrote [such music] but sang it more authentically than any white person, Jewish or otherwise, has a right to." (Sheed, pp. 79-82).

"Blues in the Night" was nominated for an Oscar for best song at the 1942 Academy Awards, but didn't win. The winner was "The Last Time I Saw Paris" (melody by Jerome Kern, lyrics by Oscar Hammerstein II). Hammerstein thought it unfair that his song, which had not been written for the film in which it eventually appeared (Lady Be Good), won. Being the paragon of rectitude that he always was, Hammerstein went so far as to complain to the Academy about it and sent Mercer a message saying, "You were robbed!" (Furia, Skylark, p. 191). Hammerstein's friend the Broadway conductor and arranger Robert Emmett Dolan added that Mercer and Arlen "were robbed of an Oscar by an Oscar" (Complete Lyrics of Johnny Mercer, p. 117).


Philip Furia, Skylark The Life and Times of Johnny Mercer, New York: St. Martins Press, 2003

Edward Jablonski
Harold Arlen: Rhythm, Rainbows, and Blues, Boston: Northeaster UP, 1996
(paper bound ed. 1998 shown).

book cover: Max Wilk, "They're Playing Our Song"

Max Wilk, They're Playing Our Song: Conversations with America's Classic Songwriters (originally published 1973 as They're Playing Our Song: From Jerome Kern to Stephen Sondheim—The Stories behind the Words and Music of Two Generations), New York and Stratford, CT: Easton Studio Press, 2008.

Book cover: Alec Wilder, "America's Popular Song"
Alec Wilder, American Popular Song The Great Innovators, 1900-1950, New York: Oxford University Press, 1972.

Book cover Wilfred Sheed "The House That George: Built"
Wilfred Sheed, The House That George Built: With a Little Help from Irving, Cole, and a Crew of About Fifty, New York: Random House, 2007 (paperback edition, 2008)
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Lyrics Lounge

Click here To read a version of the lyrics for "Blues in the Night" as sung by Ella Fitzgerald on the album Ella Fitzgerald Sings the Harold Arlen Songbook.

My mama don' tol' me
When I was in knee-pants [pigtails]
My mama done tol' me son [hon]

The Complete lyrics (below) gives alternative wording
for a female vocalist. (Note square brackets above.)

The complete, authoritative lyrics for "Blues in the Night" can be found in:

Robert Kimball, Barry Day, Miles Kreuger, and Eric Davis,
The Complete Lyrics of Johnny Mercer,
New York: Alfred A. Knoph, 2009.

Robert Kimball, et. al. suggest that the idea for including the train whistle sound in the lyrics of "Blues in the Night" had its origins in the lyricist's boyhood: "Mercer's own mama, Miss Lillian, lived near Five Mile Bend, where the trains turned, and she always remembered the sad sound of their whistles ('A-whooee-duh-whooee')"(The Complete Lyrics, p. 117).

Click here to read Cafe Songbook lyrics policy.

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The Cafe Songbook
Record/Video Cabinet:
Selected Recordings of

"Blues in the Night"

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.
Performer/Recording Index
(*indicates accompanying music-video)

Artie Shaw with Helen Forrest vocal

Album: The Essential Artie Shaw

Amazon iTunes

Notes: featuring Oran "Hot Lips" Page vocal (alternate take on the video above) recorded September 2, 1941, Victor Records, catalog number 27609, with the B side “This Time the Dream's on Me”--also from the movie Blues in the night. Album is a two CD set.

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Jimmie Lunceford

and his orchestra
(vocal by Willie Smith)
Album: Anthology 1934-1942

Amazon iTunes

Notes: The video is Lunceford's original Decca 78 RPM two part release (A and B sides). Although it reached number 4 on the pop charts in March, 1942, Lunceford, who had played the song in the 1941 movie had to be pushed into recording it. Apparently he didn't like it. Decca pressured him into doing it and, ironically, "Blues in the Night" became one of his biggest sellers ever. (Jablonksi, Arlen, 156-157). The Album above contains both the A and B sides. Willie Smith (on the vocal) should not be confused with the jazz pianist, Willie the Lion Smtih.
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artist/album: Peggy Lee and Benny Goodman The Complete Recordings

Amazon iTunes

Notes: Benny Goodman and his Sextet (vocal: Peggy Lee & Lou McGarity (McGarity does the wailing) recorded December 24, 1941, released by OKeh Records, catalog number 6553; B side “Where or When”
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Johnny Mercer, Jo Stafford, and the Pied Pipers

Album: Capitol Collectors Series:
Johnny Mercer

Amazon iTunes icon

Notes: Mercer's (and the Pied Pipers') version of "Blues in the Night" was Originally released on October 15, 1943, with Paul Weston's Orchestra, Capitol, catalog number 10001. Mercer the lyricist was also famous as a singer. Both he and Jo Stafford often sang with or as part of the Pied Pipers.
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Cab Calloway

with the Cab Calloway Orchestra,
The Palmer Brothers
and Dizzy Gillespie on trumpet
Album: Juke Box Hits 1930-1950

Amazon iTunes

Notes: Calloway's recording with Dizzy Gillespie on trumpet (Okeh 6422) was first charted Jan. 31, 1942, remained on the list for eight weeks and reached as high as number eight. The album track with Gillespie is not the same performance as the one on the video below, which is live from 1943.

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Ella Mae Morse, Johnny Mercer and the Pied Pipers

(Sept. 9 1943)
a "command performance" on radio for American troops during WWII.
Includes monologue by Morse to GIs preceding performance.

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Louis Armstrong and
Oscar Peterson

Album: Louis Armstrong meets
Oscar Peterson

Amazon iTunes icon

Notes: "On that great Verve album cover, two giants of twentieth century jazz, sitting on plain old barstools, shirtsleeved, about as casual as casual can be. A fitting intro to this recording. Satchmo is not encumbered by that saccharine pop stuff of his later years, nor is he too Bourbon Street to bear. Instead, he swings gracefully, wittily, almost effortlessly from track to track . . . (from Amazon customer reviewer, Relaxin').
Video: currently unavailable

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c. 1957
Rosemary Clooney

with the Hi-Lo's
Nelson Riddle conductor and arranger Album:
The Rosemary Clooney Show (TV)

Amazon iTunes icon

DVD of TV shows includes
"Blues in the Night" performance

Notes: live performance from her TV show, arrangement by Nelson Riddle
Same performance as on video above.
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Frank Sinatra

Nelson Riddle conductor and arranger
Album: Frank Sinatra Sings for
Only the Lonely

Amazon iTunes

Notes: "Paradoxically, the two most old-fashioned pieces, "Blues in the Night" and "Lonesome Old Town" [on the album Only the Lonely] become the furthest out and the most Stravinskian, Riddle's treatment of the Arlen tune being particularly reminiscent of Le Sacre du Printemps." (from Will Friedwald, Sinatra! The Song Is You: A Singer's Art New York Scribner, 1995.) For Jonathan Schwartz, the 1958 Sinatra/Riddle "Blues in the Night" is a candidate for the best Sinatra recording ever, its main competition being "I've Got You Under My Skin" (also arranged by Riddle) from the 1956 album Songs for Swingin' Lovers.

Amazon iTunes

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Mel Tormé
album: Tormé

Amazon iTunes

Notes: "Most of Mel Tormé's albums for Verve and Bethlehem during the 1950s concentrated on material either carefree (usually up-tempo) or reflective (mostly down-tempo), but 1958's Tormé blended the two. For every bouncy single like "That Old Feeling" or "I'm Gonna Laugh You Out of My Life," Tormé sinks into the depths with "Gloomy Sunday," "The House Is Haunted (By the Echo of Your Last Goodbye)," or his dramatic eight-minute reading of 'Blues in the Night'." Liner Note Author: Nat Hentoff. Recording information: Radio Recorders, Hollywood, CA (06/25/1958/06/27/1958). Arranger: Marty Paich. Personnel: Mel Torme (vocals); Marty Paich (arranger, conductor, piano, celeste); Frank Beach, Marion Childers, Richard Collins, Jack Sheldon (trumpet); Vince De Rosa, Richard Perissi (French horn); George Roberts, Frank Rosolino (trombone); Med Flory, Dave Pell, Bill Perkins, Bud Shank (winds); Alvin Stoller, Shelly Manne (marimba, drums, bongos, timpani) -- from CD Universe Product Description.
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Ella Fitzgerald

arranged by Billy May
Album: Sings the
Harold Arlen Songbook

(Vols. 1 & 2)

Amazon iTunes icon

Notes: The recording was made for the 1961 classic album, Ella Fitzgerald Sings the Harold Arlen Songbook.recorded at Capitol Studios Los Angeles, August 1960 - January, 1961 with arrangements by Billy May. The track is also included in the box set The Complete Ella Fitzgerald Songbooks, and on the album Ella Fitzgerald Sings the Johnny Mercer Songbook, as well as various other compilation albums. Click here for an Amazon listing of various albums on which the track appears. Click here to view a wonderful live 1979 Ella performance, also with a Billy May arrangement, of "Blues in the Night," on which she is accompanied by the Count Basie Orchestra with Zoot Sims on tenor sax. (Video will open in a new window from YouTube.)
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Eva Cassidy

Album: Eva by Heart

album cover: Eva Cassidy, "Eva by Heart"

Amazon iTunes

same track as on above album

Notes: "Eva By Heart was released less than a year after Eva Cassidy's death. . . . Its production was a remarkable labor of love by her producer, Chris Biondo, and the other musicians involved. You would never know to listen to the album, but some of the songs started out with only Eva's voice on tape, and the accompaniment was added in the studio later. For example . . . . The big band musicians in "Blues in the Night" never met in person; they recorded their various parts in the recording studio at different times. [Nevertheless] let me assure you that "Eva By Heart" is actually an uplifting experience, showcasing great songwriting and some of the best vocals you'll ever hear" (from an Amazon customer review).
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Katie Melua

(featuring Paul Jones on harmonica)
Album: Piece by Piece

Amazon iTunes

Video: For Live performance, view video on Cafe Songbook Main Stage. (Not the same performance as on album pictured above).
Note: Katie Melua has stated that Eva Cassidy was one of her strongest influences.

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Album: We All Love Ella
and DVD We Love Ella

Amazon iTunes icon

Notes: performance from PBS Great Performances series featuring Patti Austin, Natalie Cole, George Duke, Jon Faddis, Quincy Jones, Dave Koz, Ledisi, Monica Mancini, James Moody, Ruben Studdard, Take 6, Nancy Wilson, Stevie Wonder, Lizz Wright, and Wynonna saluting Ella Fitzgerald. DVD of concert available from Amazon
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