01. Bless You My Dear (3:10)
02. How Can We Be Wrong? (3:19)
03. Mess-A Stomp (3:11)
04. Toadie Toddle (2:41)
05. I Won't Tell A Soul (I Love You) (3:14)
06. What Would People Say (2:54)
07. How Much Do You Mean To Me? (3:03)
08. Jump Jack Jump (2:58)
09. Breeze (Blow My Baby Back To Me) (2:57)
10. Ghost Of Love (3:17)
11. What A Life (Trying To Live Without You) (3:17)
12. Sittin' Around And Dreamin' (3:10)
13. What's Your Story, Morning Glory? (3:13)
14. Honey (2:52)
15. September In The Rain (2:45)
16. Clouds (2:52)
17. Julius Caesar (3:17)
18. Dunkin' A Doughnut (2:57)
19. Goodbye (3:09)
20. Mary's Idea (3:02)
21. But It Didn't Mean A Thing (3:01)
22. (I Don't Believe It But) Say It Again (2:37)

Alto Saxophone – Earl Miller
Alto Saxophone, Baritone Saxophone – John Williams
Bass – Booker Collins
Clarinet, Alto Saxophone, Baritone Saxophone – John Harrington
Directed By, Tuba, Sax (Baritone), Sax (Bass) – Andy Kirk
Drums – Ben Thigpen
Guitar – Ted Robinson 
Piano – Mary Lou Williams
Tenor Saxophone – Dick Wilson
Trombone – Henry Wells, Ted Donnelly
Trumpet – Clarence Trice, Earl Thompson, Harry Lawson
Vocals – Pha Terrell (tracks: 1, 2, 5 to 7, 9 to 16, 19, 21, 22)

Andy Kirk's Orchestra was at the height of its popularity during the late 1930s, still riding high from their hit "Until the Real Thing Comes Along." The star of that record, singer Pha Terrell, is on the majority of the songs on this CD (the fourth in Classics' complete reissuance of the master takes of all Andy Kirk recordings from the swing era), but there are some hotter tunes too, most notably "Mess-A-Stomp," "Jump Jack Jump," "Dunkin' a Doughnut" and "Mary's Idea." However, Terrell's dominance of many titles may make many swing fans opt for the GRP/Decca single-disc Andy Kirk sampler instead. ---Scott Yanow, AllMusic Review

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01. Walkin' And Swingin' (2:58)
02. Moten Swing (3:07)
03. Lotta Sax Appeal (2:57)
04. Git (2:53)
05. All The Jive Is Gone (2:39)
06. Froggy Bottom (3:12)
07. Bearcat Shuffle (3:03)
08. Steppin' Pretty (2:50)
09. Christopher Columbus (2:43)
10. Corky (2:29)
11. I'se A Muggin' (2:47)
12. Until The Real Thing Comes Along (2:58)
13. Puddin' Head Serenade (2:49)
14. Until The Real Thing Comes Along (3:02)
15. Blue Illusion (2:44)
16. Cloudy (2:56)
17. Give Her A Pint (And She'll Tell It All) (2:54)
18. Puddin' Head Serenade (2:37)
19. Fifty-Second Street (3:03)
20. The Lady Who Swings The Band (2:46)
21. What Will I Tell My Heart? (3:15)
22. Dedicated To You (3:23)
23. Wednesday Night Hop (3:08)
24. Skies Are Blue (3:01)

Andy Kirk 	Primary Artist, Sax (Baritone), Sax (Bass), Tuba
Booker Collins 	Sax (Baritone), Sax (Bass)
Ted Donnelly 	Trombone
John Harrington 	Baritone, Clarinet, Sax (Alto), Sax (Baritone)
Harry Lawson 	Director, Trumpet
Earl Miller 	Sax (Alto)
Harry Mills 	Featured Artist, Violin, Vocals
Ted Robinson 	Guitar
Pha Terrell 	Featured Artist, Violin, Vocals
Ben Thigpen 	Drums, Featured Artist, Violin, Vocals
Earl Thomson 	Arranger, Trumpet
Henry Wells 	Trombone
Claude "Fiddler" Williams 	Violin, Vocals
John "Buddy" Williams 	Sax (Alto), Sax (Baritone)
Mary Lou Williams 	Arranger, Piano
Dick Wilson 	Sax (Tenor) 

The Andy Kirk Orchestra ended their five-year hiatus from records in March 1936 in a big way, recording ten titles in their first session alone. Mary Lou Williams' arrangements and several strong soloists (including pianist Williams and tenor saxophonist Dick Wilson) gave the band its own musical personality, and their hit recording of "Until the Real Thing Comes Along" (included on this release) made the group a commercial success for a time. Vocalist Pha Terrell's high voice was always an acquired taste, and many of his vocals (other than the hit and "All the Jive Is Gone") are often difficult to sit through. However, most of the songs on this excellent CD are pretty heated, with highlights including "Walkin' and Swingin'," "Lotta Sax Appeal," "Froggy Bottom," "Christopher Columbus" and "The Lady Who Swings the Band." Listeners who are not completists (and the Classics CD series does skip over alternates anyway) may want to acquire GRP/Decca's single CD Mary's Idea instead. ---Scott Yanow, AllMusic Review

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01. Downstream (2:57)
02. In The Groove (3:07)
03. Worried Over You (3:11)
04. Foolin' Myself (3:02)
05. I'm Glad For Your Sake (But I'm Sorry For Mine) (2:59)
06. I'll Get Along Somehow (2:51)
07. A Mellow Bit Of Rhythm (3:23)
08. In My Wildest Dreams (2:54)
09. Better Luck Next Time (2:50)
10. With Love In My Heart (2:44)
11. What's Mine Is Yours (3:17)
12. Why Can't We Do It Again? (3:11)
13. The Key To My Heart (3:08)
14. I Went To A Gypsy (2:52)
15. Lover, Come Back To Me! (3:16)
16. Poor Butterfly (2:53)
17. The Big Dipper (2:58)
18. Bear Down (3:03)
19. I Surrender Dear (3:08)
20. Twinklin' (3:11)
21. It Must Be True (You Are Mine - All Mine) (3:09)
22. I'll Get By (3:07)
23. Little Joe From Chicago (2:52)

Booker Collins 	Sax (Baritone), String Bass
Ted Donnelly 	Trombone
John Harrington 	Baritone, Clarinet, Sax (Alto), Sax (Baritone)
Paul King 	Trumpet
Andy Kirk 	Director, Primary Artist, Sax (Baritone), Sax (Bass)
Harry Lawson 	Trumpet
Earl Miller 	Sax (Alto)
Ted Robinson 	Guitar
Pha Terrell 	Vocals
Ben Thigpen 	Drums, Vocals
Earl Thomson 	Arranger, Trumpet
Clarence Trice 	Trumpet
Henry Wells 	Trombone, Vocals
Claude "Fiddler" Williams 	Violin
John Williams 	Baritone, Sax (Alto), Sax (Baritone)
Mary Lou Williams 	Arranger, Piano
Dick Wilson 	Sax (Tenor) 

The third Andy Kirk CD put out by the Classics label (reissuing all of Kirk's swing-era recordings) is primarily for completists, for the then-popular but rather dated singer Pha Terrell is on the majority of the songs. There are some good moments from pianist Mary Lou Williams and tenor saxophonist Dick Wilson (particularly on the instrumentals), with the most memorable numbers being "A Mellow Bit of Rhythm," "Twinklin'," and "The Big Dipper," but Terrell is often difficult to sit through. ---Scott Yanow, AllMusic Review

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01. You Set Me On Fire (2:58)
02. (I Guess) I'll Never Learn (3:13)
03. Close To Five (2:56)
04. Floyd's Guitar Blues (3:10)
05. 'I Wanna' Go Where You Go - Do What You Do Then I'll Be Happy (2:32)
06. S'posin' (2:27)
07. I'll Never Fail You (2:55)
08. Why Don't I Get Wise To Myself (2:43)
09. I'm Getting Nowhere With You (2:46)
10. I Don't Stand A Ghost Of A Chance With You (3:03)
11. Please Don't Talk About Me When I'm Gone (2:52)
12. Big Jim Blues (2:56)
13. Wham (Wham, Re, Bop, Boom, Bam) (3:05)
14. Love Is The Thing (2:58)
15. Why Go On Pretending (2:57)
16. It Always Will Be You (3:17)
17. Fine And Mellow (3:03)
18. Scratchin' In The Gravel (3:11)
19. Fifteen Minute Intermission (3:06)
20. Take Those Blues Away (2:51)
21. Now I Lay Me Down To Dream (2:54)
22. There Is No Greater Love (3:02)

Harold Baker 	Trumpet
Don Byas 	Sax (Tenor)
Booker Collins 	Standup Bass, String Bass
Ted Donnelly 	Trombone
John Harrington 	Baritone, Clarinet, Sax (Alto), Sax (Baritone)
Edward Inge 	Clarinet, Sax (Tenor)
Andy Kirk 	Director, Primary Artist, Sax (Baritone), Sax (Bass), Tuba
Harry Lawson 	Trumpet
Earl Miller 	Sax (Alto)
Rudy Powell 	Sax (Alto)
June Richmond 	Vocals
Fred Robinson 	Trombone
Floyd Smith 	Guitar, Guitar (Electric)
Pha Terrell 	Vocals
Ben Thigpen 	Drums
Earl Thomson 	Trumpet
Clarence Trice 	Trumpet
Henry Wells 	Trombone
Mary Lou Williams 	Alto, Arranger, Composer, Piano
Dick Wilson 	Sax (Tenor) 

Andy Kirk's Twelve Clouds of Joy was a top-notch Kansas City swing band that, by 1939, featured the pop vocals of Pha Terrell, the more blues-oriented singing of June Richmond, creative arrangements by Mary Lou Williams, and some excellent soloing from pianist Williams and Dick Wilson on tenor. Most memorable in this entry in Classics' "complete" Andy Kirk CD series are "Floyd's Guitar Blues" (an odd but pioneering electric guitar feature for Floyd Smith), "Wham" and "Scratching In the Gravel." ---Scott Yanow, AllMusic Review

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1 	Midnight Stroll 	3:19
2 	Little Miss 	3:12
3 	The Count 	3:09
4 	Twelfth Street Rag 	2:55
5 	(Ev'rything Happened) When I Saw You 	3:06
6 	If I Feel This Way Tomorrow (Then It's Love) 	2:59
7 	Or Have I 	2:50
8 	Cuban Boogie Woogie 	2:19
9 	A Dream Dropped In 	3:05
10 	Is It A Sin (My Loving You?) 	3:04
11 	Ring Dem Bells 	2:49
12 	Big Time Crip 	2:58
13 	47th Street Jive 	3:11
14 	I'm Misunderstood 	3:20
15 	No Answer 	2:47
16 	Hey Lawdy Mama (Meet Me In The Bottom) 	2:56
17 	Boogie Woogie Cocktail 	2:46
18 	Ride On, Ride On 	2:35
19 	McGhee Special 	2:58
20 	Worried Life Blues (Someday Baby) 	2:27
21 	Take It And Git 	3:13
22 	Hip Hip Hooray 	2:58
23 	Unlucky Blues 	2:50

Harold Baker 	Trumpet
John Burris 	Trumpet
Booker Collins 	Standup Bass, String Bass
Ted Donnelly 	Trombone
John Harrington 	Baritone, Clarinet, Sax (Alto), Sax (Baritone)
Edward Inge 	Clarinet, Sax (Tenor)
Ken Kersey 	Piano
Andy Kirk 	Director, Primary Artist, Sax (Baritone), Sax (Bass), Tuba
Harry Lawson 	Trumpet
Howard McGhee 	Trumpet
Earl Miller 	Clarinet, Sax (Alto)
Rudy Powell 	Clarinet, Sax (Alto)
June Richmond 	Vocals
Milt Robinson 	Trombone
Al Sears 	Sax (Tenor)
Ben Smith 	Sax (Alto)
Floyd Smith 	Guitar, Guitar (Electric), Vocals
Ben Thigpen 	Drums
Clarence Trice 	Trumpet
Henry Wells 	Trombone, Vocals
Mary Lou Williams 	Piano
Dick Wilson 	Clarinet, Sax (Tenor) 

The Andy Kirk Orchestra was going through some major changes during the period covered by this CD. Tenor star Dick Wilson died prematurely; pop singer Pha Terrell had left; pianist and chief arranger Mary Lou Williams departed in early 1942 (Ken Kersey was her replacement on piano); and such interesting younger players as trumpeters Harold "Shorty" Baker and Howard McGhee and Al Sears on tenor gave the group a slightly different sound. Actually, the music on this CD (late-period swing) is consistently on a higher level than on most of the previous CDs in the Classics series. Highlights include "The Count," "Hey Lawdy Mama," "Boogie Woogie Cocktail" (featuring Kersey) and Howard McGhee's recording debut on the exciting "McGhee Special." --Scott Yanow, AllMusic Review

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