Billie Holiday, music · Arthur Herzog Jr., lyrics · First recorded by Billie Holiday for Decca in 1944
Don't Explain
Billie Holiday and Arthur Herzog Jr. wrote this ballad, and she recorded it for Decca in 1944. Singers, horn players and pianists all take it up, from Helen Merrill to Dexter Gordon to Kenny Barron. Ken Burns's Jazz features Holiday's version, and Diana Ross sang it on the 1972 Lady Sings the Blues soundtrack.
Listen in this order
The path starts with Billie Holiday's own 1945 record, then hears the song with a singer and a trumpeter, a sextet with John Coltrane, a second singer and a guitar group. It ends with a tenor saxophone with strings, a saxophone quartet and a piano trio.
1950sHelen Merrill, with Clifford Brown and Quincy Jones's orchestra1954 · Contemporary jazz
Mal Waldron Sextet1957 · Hard bop
Abbey Lincoln, with Kenny Dorham and Sonny Rollins1957 · Soul jazz
1960sHarold Land and the All-Soul Rhythm Section1960 · Hard bop
Johnny Griffin, with strings and brass1961 · Big band
Dexter Gordon Quartet1962 · Hard bop
1970s
1980sKenny Barron Trio1983 · Bebop
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Hear the song as its writer sang it
Billie Holiday, with Bob Haggart and His Orchestra · 1945
Single
Billie Holiday and Arthur Herzog Jr. wrote the song. Holiday recorded it twice in November 1944 and again on August 14, 1945 with Bob Haggart's orchestra, which according to JazzStandards.com took it at a slightly slower tempo; that August take came out on Decca 23565.
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Listen for
Billie Holiday's voice stays in front, with a small band and a few violins and a viola behind her. At 3:24 this is the shortest version on the path.
Try it on your instrument
Play the first eight (the ) with the melody and these : , , Dm, Em7♭5 A7♭9, , , , Em7♭5 A7♭9. Smaller version: play the melody alone with a single Dm chord under the first four bars.
Helen Merrill, with Clifford Brown and Quincy Jones's orchestra · 1954 · Contemporary jazz
Helen Merrill
Helen Merrill recorded it at Fine Sound in New York on December 22, 1954, for her EmArcy album Helen Merrill. Quincy Jones arranged and conducted, and Clifford Brown played trumpet.
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Listen for
Helen Merrill sings with a small group that has Clifford Brown on trumpet. At 5:14 it runs nearly two minutes longer than Billie Holiday's single.
Try it on your instrument
Play the ( 17 to 24) as only: , , , , then the same four bars again. Smaller version: play just the first chord of each bar: Dm, C7, B♭maj7, B♭7.
John Coltrane recorded with five different groups in five days in April 1957, and this Mal Waldron sextet date at Van Gelder Studio on April 19 was one of them. The record came out on Prestige as Mal/2.
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Listen for
Trumpet, alto saxophone and tenor saxophone play with Mal Waldron's piano, and the track is instrumental throughout. At 6:59 it runs just over twice as long as Billie Holiday's single.
Try it on your instrument
Play 5 to 8 of the : , , , . The first two bars slide down and the last two settle on F and then pull back toward . Smaller version: play only Fmaj7 and then A7♭9.
Abbey Lincoln, with Kenny Dorham and Sonny Rollins · 1957 · Soul jazz
That's Him!
Abbey Lincoln recorded it at Reeves Sound Studios in New York on October 28, 1957, with Sonny Rollins, Kenny Dorham and Max Roach. Riverside issued the album in 1958, and it is now listed as That's Him!
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Abbey Lincoln sings with Sonny Rollins on tenor saxophone, Kenny Dorham on trumpet and Max Roach on drums. At 6:43 it runs nearly twice as long as Billie Holiday's single.
Try it on your instrument
Play the first four of the with one per bar: , , Dm, Em7♭5. Smaller version: play the melody alone and add only a low D at the start of each bar.
Harold Land and the All-Soul Rhythm Section · 1960 · Hard bop
West Coast Blues!
Harold Land's sextet recorded it at Fugazi Hall in San Francisco on May 17 and 18, 1960, with Wes Montgomery on guitar. It appeared on the Jazzland album West Coast Blues!
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Listen for
Harold Land's tenor saxophone and Joe Gordon's trumpet share the lead with Wes Montgomery's guitar. It runs 4:54 and stays instrumental.
Try it on your instrument
Play the as two-note shapes, one pair of notes for each chord, the way a guitarist or pianist backs a soloist. Smaller version: play one chord per and let it ring.
Johnny Griffin recorded it at Plaza Sound Studios in New York in July 1961 for White Gardenia, a tribute album to Billie Holiday. Melba Liston arranged this track for strings and brass.
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Listen for
Johnny Griffin's tenor saxophone plays against strings, trombones and a flugelhorn, with a French horn in the mix. It runs 4:48 and stays instrumental.
Try it on your instrument
Play the whole with the melody in your right hand and one held per in your left. Smaller version: hold only the first chord of each two-bar pair.
Dexter Gordon recorded it with Sonny Clark, Butch Warren and Billy Higgins at Van Gelder Studio on August 29, 1962. Blue Note issued it in 1964 on A Swingin' Affair.
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Listen for
Gordon's tenor saxophone carries the song, with a piano, bass and drums behind him. At 6:05 it is one of the longer versions on the path.
Try it on your instrument
Play the melody of the on a single instrument at a slow pace and leave a full of rest wherever the melody stops. Smaller version: do the same for the first four bars only. Playing a solo over is a bigger step; try it after you can play the melody and from memory.
Kenny Barron's trio recorded it in Monster, Holland, on July 9, 1983, with Buster Williams on bass and Ben Riley on drums. Criss Cross issued it on Green Chimneys in 1984.
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Listen for
Kenny Barron's piano leads with a bass and drums, and the whole track is instrumental. It runs 5:49.
Try it on your instrument
Play the with the melody in your right hand and the as whole notes in your left, one chord per , using the first chord where a bar has two. Smaller version: play the melody and only the first chord of each bar.
Billie Holiday and Arthur Herzog Jr. write it. Holiday records two versions for Decca in November 1944 and remakes it in August 1945 with Bob Haggart's orchestra; the 1945 take is the 1946 single.
1950s
Helen Merrill sings it on her 1954 EmArcy album. In 1957 Mal Waldron's sextet plays it as an instrumental, and Abbey Lincoln sings it in October.
1960s
Harold Land's sextet plays it in San Francisco in 1960 with a guitar in the group. Johnny Griffin records it with strings and brass in 1961, and Dexter Gordon's quartet follows in 1962.
1970s
Diana Ross sings it on the soundtrack of the 1972 film Lady Sings the Blues. Sheila Jordan and Arild Andersen record it for SteepleChase on the album Sheila.
1980s
Kenny Barron's trio records it in Monster, Holland, in July 1983 with Buster Williams on bass and Ben Riley on drums. Criss Cross issues it in 1984 on Green Chimneys.
2000s
Cat Power sings it on the deluxe edition of Jukebox, an album of mostly cover songs that Matador released in January 2008.
More great versions
6 more, from 1944 to 2008. Tap a cover to play it here.
1940sBillie Holiday, with Toots Camarata1944 · Swing
1950sBillie Holiday1956 · Swing
1960sChet Baker Tentet1965
1970sDiana Ross1972 · Soul jazz
Sheila Jordan and Arild Andersen1977 · Vocal
1980s
1990s
2000sCat Power2008
Billie Holiday, with Toots Camarata and His Orchestra
Billie Holiday recorded two versions of the song on November 8, 1944, with a string arrangement by Toots Camarata. Jazzdisco lists the first version only on later reissues, including The Complete Decca Recordings.
“Don't Explain (live at Carnegie Hall)”, The Complete Billie Holiday on Verve 1945-1959
Billie Holiday sang it at Carnegie Hall in New York on November 10, 1956, with a small band that included Roy Eldridge and Coleman Hawkins. Verve issued the concert on V/V6-8410.
The tune's layout, its keys and the chord chart, for anyone who wants to play along.
Show the form and chords
How the tune works
D minorusual key
32 barsA · A · B · A form
D minor · F majorkeys it moves between
A8 bars
A8 bars
B8 bars · bridge
A8 bars
D m
F
D m
F
D m
F
D m
Each is eight in : , , Dm, Em7♭5 A7♭9, then , , for one bar in , and Em7♭5 A7♭9 to return to D minor. The , bars 17 to 24, moves through Dm Gm7, C7 Fmaj7, Em7♭5, A7♭9 and then plays that four-bar pattern again. The last A, bars 25 to 32, repeats the first. These follow the iReal Pro chart; other lead sheets may spell some differently.