Autumn Nocturne

To paraphrase a song about another season, it seemed for a while that fall would be a little late this year. But it’s now here in earnest, and then some, and seeing the leaves turn colour and drop off the trees always takes me to autumn songs. There are many of these, but I want to touch on one in particular that has long enchanted me: the lovely old ballad “Autumn Nocturne”.

It’s utterly distinctive even though it shares some traits in common with many other songs. For example, it has the typical 32-bar, A-A-B-A form of many ballads, but with unusual variations in the cadences of its A sections. And the modulation of its bridge, moving to the key a major third above the tonic and then up to the fifth, is the same as “Lover”, “Between the Devil and the Deep Blue Sea” and probably some others. But these are considerations of form and harmony only. As with every good song, what makes “Autumn Nocturne” stand out is its unique melody – rhapsodic and stirring, operatic in range, rococo in detail and kinetically linear. The opening four bars of melody in each A section have a European, “classical” quality reminiscent of an aria, or of German lieder. Elsewhere however, in the latter half of each A section and in the bridge, the relationship between the melody and underlying chords also implies – and indeed, presages – bebop harmonic thought. So there’s a duality at work here on two fronts – European/American and classical/jazz. In short, it’s a rich, dramatic song with a lot going on and is hardly a garden-variety standard, if such things exist. (Which, for the most part, they don’t.)

It’s hard to know where to place “Autumn Nocturne” on the sliding scale of familiarity. It’s been recorded frequently by many prominent instrumentalists and singers, so it can’t exactly be called obscure. And the first four bars of its melody are often quoted or telescoped by jazz players while improvising on other songs or forms such as the blues or rhythm changes, à la Dexter Gordon. I’ve lost count of how many times I’ve heard this snippet of melody transmogrified and even managed this myself recently while playing a solo on the first half of “Spring Can Really Hang You Up The Most”. It was more unconscious than deliberate, because the song has been much on my mind lately. It’s an ear-worm kind of thing.

On the other hand…… these days it’s not a song you hear played live much anymore, owing to both its age and rigorous complexity, which I’ll return to later. It’s not the kind of tune you can just fake or toss off casually, you have to spend some time with it to really know your way around it and play it convincingly. So maybe we could split the difference and say it’s a “distantly familiar” song.

Before going any further, and for those who have never heard the song, following is a clip of Lou Donaldson playing it in 1958. I’ve chosen it from many versions for several reasons: 1) – It’s an entirely personal consideration, maybe even a nostalgic one, but as far as I can remember this is the first recording of the song I ever heard. It had quite an impact on me years ago and I’ve loved it ever since. It’s from one of Donaldson’s finest Blue Note albums, BLUES WALK, with Herman Foster on piano, Peck Morrison on bass, and Dave Bailey on drums. Ray Barretto plays elsewhere on the record but sits this one out – a good thing, as ballads need congas like Lincoln needed Booth.

2) – Lou has a beautiful alto sound and being a very honest player, he hews quite faithfully to the melody as written. He injects only a little of himself here and there with a few tasty fills and turns, so this is a good sample for the uninitiated of how the tune actually goes and of how adaptable it is for jazz purposes.

And, 3) – The contributions of Herman Foster are very special. He weaves a subtle and beautiful counterpoint behind Donaldson’s melody, which acts as a running commentary while moving the slow tempo along. And in his half-chorus solo he gets a gently shimmering tremolo from the piano that is uniquely his and which amplifies and suits the mood of the song perfectly. He’s somewhere between Erroll Garner and Red Garland here, a nice place to be. Foster, who by the way was blind, deserves to be much better known.

There are a couple of other things about the song itself to listen for here: Notice the symmetrical descending five-note ‘turn-back’ phrases a semitone apart, which occur in the eighth bar of the first A section, the seventh bar of the second A, and the sixth bar of the last. These sound like improvised bebop decorations but aren’t, they’re actually part of the melody. Also the use of the flat-two seventh chords throughout the bridge as dominants, instead of the usual V7 chord. These are not chord substitutions, they’re the original changes as written. This tritonal chromaticism is quite ahead of its time for a popular song, part of the bebop quality which I mentioned earlier. Enjoy:


In deciding to write about this song, I realized I knew nothing about its provenance – who wrote it and when, and whether a separate lyricist was involved or the composer also wrote the words. The research was simple enough: “Autumn Nocturne” was written by Josef Myrow with a lyric by Kim Gannon, neither of whom I’d heard of before. I wasn’t able to find a date of publication, but the first recording of it was by Claude Thornhill in late 1941, so a reasonable guess would be that it was written in 1940-41.

Josef Myrow

Josef Myrow was born in Russia in 1910 and emigrated to America in 1922, the family settling in the Philadelphia area. He studied composition and piano at the Philadelphia Conservatory, the famed Curtis Institute and the University of Pennsylvania. He was a very accomplished pianist, appearing as a guest soloist with several symphony orchestras, but had his sights set more on composing and songwriting. In his twenties he became the musical director of a Philadelphia radio station and wrote music for some local revues. Eventually he moved to Hollywood and found work in the 1940s and ’50s writing songs and scores for movies which often involved song-and-dance performers such as Betty Grable, Dan Dailey, Vera-Ellen and Donald O’Connor. He struck up a writing partnership with lyricist-producer Mack Gordon, and also collaborated on songs with Johnny Mercer, Eddie De Lange and Gannon. Two Myrof-Gordon songs written for Grable features were nominated for Best Song Oscars: “You Do”, from the 1947 Mother Wore Tights; and “Wilhelmina”, from Wabash Avenue in 1950. In the 1960s he began suffering from Parkinson’s disease and before eventually succumbing to it he wrote a three-movement concerto for piano and orchestra called “Genesis”. In the words of his son Fred, also a composer, it was “a distillation of all his ideas on music.” He died at 77 in December, 1987 in Los Angeles.

If I had been paying better attention, I would have noticed Myrow before this. For one thing, he wrote the title song for It Happens Every Spring, one of my very favourite baseball movies. But more importantly, his name turns up with some frequency in connection with prominent jazz artists dating back into the 1930s. Before turning 20 he wrote the forward-looking minor-key swing tune “Blue Drag”, first recorded in 1932 by Earl Hines and by Django Reinhardt in 1935, the first of four times the guitarist would record the number. To hear what a good tune it is, and also to demonstrate just how far ahead of his time Hines was, here’s the original recording:

A few years later Myrow wrote another riff-driven swing song which had considerable jazz impact: “Five O’Clock Whistle”, with a lyric by Gannon and Gene Irwin. In 1940 alone it was recorded by Duke Ellington (with a vocal by Ivie Anderson), Erskine Hawkins, Count Basie (the fastest version with some incredible tenor work from Lester Young), Ina Ray Hutton, Woody Herman (taken quite slow), Glenn Miller, and Will Bradley (an otherwise good version marred by some gratuitous Stepin Fetchit-styled vocalizing.) And in 1941 it became a big hit for Ella Fitzgerald, who had taken over the reins of Chick Webb’s band after the drummer’s premature death. Both these early efforts clearly demonstrate that Myrow had an instinctive and natural feeling for the swing/jazz idiom, as does “Autumn Nocturne” in its own, more profound way.

Above all, I should have known of Myrow because he co-wrote “You Make Me Feel So Young” with Mack Gordon, one of many good songs they wrote for the 1946 movie Three Little Girls In Blue. Forever associated with Frank Sinatra, the song became a major hit with a life far beyond the silver screen, and if I had a nickel for every time I’ve played it I could retire comfortably. Being a cheerful, bouncy romp, it stands in stark contrast to the more sombre and reflective “Nocturne”, which was written before Myrow became established in Hollywood. Taken together the two songs show his considerable range as a songwriter. It is perhaps not surprising that the composer of “Nocturne” came from Russia, as the song has a sweeping gravitas that suggests either that country or Germany. These attempts at nationalistic musical stereotyping don’t always pan out, which is a good thing, but they hold true in this case.

Kim Gannon

I’ve neglected Kim Gannon and his words for “Nocturne”. Gannon was born in 1900 in Brooklyn and had a Hollywood-based career very similar to Myrow’s but with an emphasis on lyric writing. He wrote both the words and music for “Moonlight Cocktail”, a 1942 hit for Glenn Miller. Apart from “Autumn Nocturne” his most lasting work includes the lyrics for “Always In My Heart”, “I’ll Be Home For Christmas”, and “Under Paris Skies”. Following are his words to “Nocturne”. Viewed strictly on paper they may seem to some a trifle melodramatic, much like an operatic libretto. But the melody completes them and vice versa; hearing these words sung transforms them in to something altogether different, something more restrained and quite moving:

When autumn sings her lullaby
And green leaves turn to gold
Then I remember that September you and I
Said goodbye
Whispering that we would be/returning when
Autumn came again.

Now autumn roams the hills once more
But you forgot our vow
And here am I with only lonely memories
Only lonely memories, autumn memories,
Of you

Love, when the leaves are turning
I get a hungry yearning for your arms
Love, when a heart is sober
It shadows bright October’s golden charm

The flaming moon reminds me of
That night of love that we once knew
Each little star is but a prayer
That when it’s fall again
Love will call again
And you’ll be/beside me/to make my autumn dream come true


As mentioned earlier, the first recording of “Autumn Nocturne” was by The Claude Thornhill Orchestra in October of 1941, which became something of a hit for him. The classical-with-modern-chromatic touches of the song and its ballad tempo suited the band perfectly. This version, arranged by Thornhill himself, is virtually perfect. Beyond this, it’s worth hearing for the wonderful clarinet choir voicings, the leader’s filigree piano work throughout and for the eight bars taken by Irving Fazola’s sunbeam clarinet. Rarely has there been so much contrast between a player’s sound and his personality:

As with “Five O’Clock Whistle” in 1940, several recordings of “Nocturne” followed close on the heels of Thornhill’s: it was also waxed in 1941 by Charlie Spivak’s big band and by Shep Fields and His New Music, an all-reeds-with-rhythm band in which comedian Sid Caesar played for a time. Glen Gray & His Casa Loma Orchestra tackled it in 1942. Then, according to the website Second Hand Songs, which tracks the recording history of standards, there was a gap until 1950 when Ray Anthony recorded it, followed by Liberace in 1953. One might think Liberace’s treatment could have buried the song forever, but not long after his version the song moved into jazz standard territory. Between 1955 and 1958 it was recorded nine times by, in chronological order, Tony Scott, Art Farmer, Seldon Powell, Terry Gibbs, Bobby Hackett, Herbie Mann, Marian McPartland, Johnny Smith, and Lou Donaldson, in the version heard earlier. After that it was a steady trickle over the next three decades, with versions by such notables as George Shearing, Henry Mancini, and Sonny Rollins in the 1960s, Warren Vaché, and Lee Konitz in the ’70s, and Mark Murphy and Cassandra Wilson in the ’80s. The song experienced something of a renaissance beginning in the ’90s, gaining momentum in the new century continuing right up to the present. Such artists as Phil Woods, Carol Sloane, Lew Tabackin, Dave McKenna/Buddy De Franco, Marano & Monteiro, and Herb Geller recorded it during the ’90s, with a long list of others doing so since 2000: Bucky Pizzarelli, Brian Lynch, Peter Bernstein +3, Scott Hamilton, Brad Goode, Harvey S/Kenny Barron, and Nicki Parrott, among many others. That many of these are relatively young and contemporary artists is heartening proof that great songs do not die but continue to have relevance and resound through generations.

According to Second Hand Songs, “Nocturne” has been recorded 69 times in all. Healthy as that number is, I’m surprised by the performers who aren’t on the list. The song cries out for extravagantly gifted artists with bravura technique, such as Art Tatum, who would have had a field day with its harmonic possibilities. Or Sarah Vaughan, whose rich voice and near limitless range were tailor-made for the song. Or Benny Carter, whose mellifluous sound and gift for lyrical decoration would have brought a lot to it. Ditto Johnny Hodges, just imagine his swooping glissandi on it. And above all, Coleman Hawkins should have recorded it, the song sounds like it was written for him and his heroic sound. In fact, apart from the repetition all songs engage in, “Autumn Nocturne” sounds very much like something Hawkins might have improvised on his own. But two of Hawk’s direct heirs had their way with it in the studio: Sonny Rollins and Lew Tabackin. It was through working with Tabackin numerous times in Toronto that I first came to play the song, it’s one of the ballads he favours. Hearing a song is one thing, but playing it, especially with someone so visceral as Tabackin, really puts it in your bones. And in my bones it’s stayed, the first time I played it with Lew I was fairly vibrating.

An odd thing about the list of artists who recorded “Nocturne” is that not that many are singers, instrumentalists outnumber them by a wide margin. None of the “big”, prolific singers did it: not Sinatra or Bennett or Torme, nor Fitzgerald, Vaughan or McRae. Among those who have recorded it, the biggest names are Carol Sloane, Mark Murphy, and Cassandra Wilson. As to why, there could be several reasons but the main one seems to be that the continually linear melody is more suited to instruments than to the human voice, making this a rarity: a song that’s more for players than singers.

The Challenges of “Nocturne”

Earlier I commented that “Nocturne” is not a garden-variety standard or a song that’s performed live much any more owing to its many intricacies. I’d like to flesh this out with some detail about the challenges of performing the song. To begin with, it’s very rangy, starting quite low and going fairly high with some wide interval leaps, so it’s crucial for any given performer to pick a key within their safe range limits. It begins a fifth below the tonic and within two bars (and six pitches) lands on the ninth above the tonic, then back down quickly and up again to the eighth (or octave tonic.) Both these high notes are climaxes so they must be hit with assurance and good intonation – any clams and the mood is ruined for good. After this there are some notey lines which again go up to the ninth, followed by the two descending symmetrical phrases which dip down low again. And the last A section goes up to the tenth for the song’s ultimate climax, another trap. Negotiating all this is not difficult on an instrument such as the piano or guitar where the notes are more or less laid out and pitch and breathing are not considerations. But for wind instruments and even more, for vocalists, the song’s range is a daunting test. This is exacerbated by its business – there aren’t a lot of resting spots until the first note of the bridge, meaning breath control, fatigue and pitch are an issue. But negotiating the range and business are just table stakes, the real trick is to make the whole thing sing. Vocalists have the added challenge of  having to fit all the words in on top of everything else, so perhaps it’s not such a mystery that relatively few have tackled the song.

Also, with so many notes, the melody is very specifically tied to the moving chords underneath, which doesn’t leave a lot of leeway for freedom of phrasing. The melody has to be delivered fairly strictly in tempo or else it gets misshapen and this poses a problem for performers who are fond of phrasing behind the beat, or lean on this as a stylistic crutch.

Another difficulty is the detail of the song’s form. Although it’s 32-bar and A-A-B-A, the cadences at the end of the A sections are subtly but crucially different each time, and it’s hard to keep track of this if you’re faking the song for the first time in a while. It’s one of the tunes most musicians would be grateful to have a lead sheet for.

Improvising on “Nocturne” is also difficult, because there’s so much there to begin with. The melody itself has the linear quality of a jazz solo, and potentially as many notes, so the improviser is left with a “Where do I go from here?” proposition. Or worse still, “how do I play anything ‘better’ than the melody?” Most of the best solos I’ve heard on the tune don’t stray far from the melody for too long and are careful reworkings of it, or around it. Perhaps for this reason, whoever plays the melody often doesn’t solo on the tune but leaves the improvising to another voice, one with a fresh slate, as on the Lou Donaldson record. With this tune, playing the melody well is enough.

So it’s not a song to be be approached lightly and given all these challenges, one could be forgiven for asking, “Why does anyone bother?” In part the answer is that jazz musicians love a challenge and when the very real ones of this tune are met there’s a feeling of satisfaction and fulfillment. Also when you put in the work needed to play a song such as this it rewards you, it’s a marvelous showcase for a good musician’s sound, flexibility and technique. But above all, jazz people continue to play this tune because it has a special mood all its own and simply because at the end of the day, it’s so beautiful.

Having mentioned the special challenges this song poses for a singer, I’d like to offer the finest vocal rendition of it I’ve heard, by Cassandra Wilson from her fine 1988 record of standards, BLUE SKIES, accompanied by a crack band of Mulgrew Miller, Lonnie Plaxico, and Terri Lyne Carrington. The first thing you notice after the daringly slow tempo is what a low key she takes it in, highlighting (lowlighting?) the husky, dark chocolate richness of her voice down deep, not unlike Sarah Vaughan. In spite of my comments about the strictures this song places on individualized phrasing, Wilson finds considerable room and freedom here without warping the song at all. The greatest strength of her performance however is its muted restraint: she’s practically at a whisper throughout and never once over-emotes in terms of dynamics or feeling. There’s a lesson here for singers: the emotion is already in the song. You don’t have to add to it, you just have to find it and release it by not getting in its way.

Songs as good as this are a gift to us all, they decorate our lives. And when they’ve been around for a while they take on qualities brought to them by great performances and by the passage of time itself. They go beyond the nuts and bolts of their musical structures to enter the realm of pure storytelling, of poetry. In both words and music, this song is about loss, memory and the hope of rebirth in the face of a season which portends the end of things, at least in a calendar sense. Listening to it for the umpteenth time makes me recognize my own life is much nearer the end than the beginning, a jarring thought. But somehow I don’t mind because I realize that songs such as “Autumn Nocturne” have made it a nice ride and will continue to do so.








© 2017 – 2018, Steve Wallace. All rights reserved.

21 thoughts on “Autumn Nocturne

  1. That was great Steve. I especially liked this:
    “The greatest strength of her performance however is its muted restraint, both in terms of dynamics and feeling, she never over emotes. There’s a lesson here for singers: the emotion is already in the song. You don’t have to add to it, you just have to find it and release it by not getting in its way.”

  2. It’s indeed a lovely tune. One of my favourite versions of it was done in (appropriately) the autumn of 1955 for Roost Records in a nonet led by the too-rarely-recorded Seldon Powell (aka ‘Seldom Seen’).

    That massive jukebox Youtube has it at: and I’d suggest dropping in a quarter for three plays of it!

  3. I absolutely adore that song Steve! I love everything about it. I have never performed it as I find it extremely difficult to “properly” do however it is always on my radar as I go through various repertoire and I often sing it and play it for me myself and I 🙂
    We have a wonderful vocalist here in Vancouver named Steve Maddock. You may or may not know of him yet? For a concert I produced several years ago called “Autumn’s Embrace” which featured 9 several different vocalists, I asked him to sing that song within our program of many autumn themed pieces. His rendition was magic. He is an exceptional musician and everyone in the audience was in awe as he and the band truly expressed all the nuances in that beautiful composition. I hope he records that song one day.
    I love reading your thoughts/observations about this song Steve! Here in Vancouver it still looks rather like autumn however, winter is a comin’ in 🙂
    all the best, Karin

  4. Oh Steve
    You always trigger so many thoughts when I read your blogs.
    I am always enthralled by your juxtaposition of baseball,life and experiences and contemplations on “aging” .
    We are at the shorter end of the stick than you, but like you,always like learning and growing with each passing day.
    Each time I read your missives ,I learn something new.
    Have a wonderful holiday season

  5. That was a good review/study of the song. I just ran into a couple of weeks ago. I had never heard it before. And the first version I checked was Ms. Wilson’s.
    Thanks for all the detailed research! It is a lovely tune.


  6. Thank you, Steve! This is now the second blog post I’ve read of yours and I feel that we are very like-minded. First Tommy Williams who is one of my all-time faves and now one of my all-time favorite standards that I also happen to play on the bass and took much time and practice to learn. Your analysis and research is truly brilliant! Thank you so much for taking the time to share this with the world. Please keep this valuable information coming.

  7. Fantastic essay about one of my favorite songs. However, may I point out one small correction in the lyric you’ve reprinted. On the second half of the bridge it’s “When a heart is SOBER, it shadows bright October’s golden charms”. Elegant inner rhyme.
    Thanks again for this essay!

  8. You are such a fine writer and thinker…in addition to your superb musicianship. Thanks for sharing your musings and discoveries. Harvie S uses Autumn Nocturne as a bass feature and I have to admit I much preferred playing it with him rather than trying to sing that tricky rangy melody! Also must admit this is one of the first Cassandra tracks I’ve heard that I can agree with you on.
    All best wishes to you for cheery holidays and healthy productive 2018!

  9. Excellent story of a great song and your writing is very incisive, thoughtful and descriptive Steve. Once again you’ve added to my musical knowledge in a very enjoyable outline and I have to admit I knew nothing about the author Josef Myrow . I would have loved to hear Johnny Hartman and or Billy Eckstein do the song….I can hear them in my head. The one segment of changes reminds me of Woody Herman’s “Early Autumn”. A most enjoyable read!…

  10. Another excellent piece , Steve. Thanks. Have you heard the duet by Don Thompson and Phil Dwyer on Look for the Silver Lining?

  11. My fave version of it will always be Johnny Smith’s solo guitar arrangement of AN, using a D tuning. In the fifth bar of the introduction, JS plays a voicing of an Eb9+11 chord that beautifully sets the mood for the song, but is impossible to play, unless you have gargantuan hands. The introduction (also used as the ending) uses parts of the three note ascending leap, descending step pattern of the ending of the tune, and then ends on a short, repeated I6/9, bII 9+11 vamp that has always been the highlight of the tune for me. This is not played by any of the versions presented above.
    I did some gigs with the guitarist Billy Butler, and he claimed that JS’ arr. of the tune was taken from an arr. of the tune by some piano player back then (pre-1957), and JS’s version of it on his ‘Foursome’ LP is a transcription of that piano solo.
    I can’t remember the pianist’s name, but it wasn’t a pianist who was well known for being a jazz improviser. Anybody have a clue who the pianist was?

  12. Steve, I just ran into your post on Autumn Nocturne and I so enjoyed your thoughts on it. I discovered that piece a couple years ago (from a 40’s era fake book gifted to me by my brother, a piano dealer, who found it in a piano bench he acquired.) As a pianist, i agree with the challenges you noted in how it could even be improved upon by improvisation. I hadn’t really thought about the advanced bop elements, but you’re absolutely right on that. And that slight differences between the three A sections is enough to drive you nuts if you don’t play this all the time.
    I’ve heard many of the versions you mentions but will track down the rest. Cassandra Wilson certainly has a classic version. I’ve become enchanted with a youtube video of a contemporary cabaret singer, Alix Paige, who has a very good interpretation of her own. I’ve also heard the song as background music in a Bette Davis movie (which one I can’t recall now). A great song I was glad to spend time learning.

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