Of all the big band vocal groups the Modernaires are probably the best remembered due to their association with Glenn Miller. Originally hailing from Buffalo, New York, they made their first professional appearance as a male quartet with Charlie Barnet at the Glen Island Casino in 1936. They soon joined Fred Waring's radio program, where they formed part of the vocal group V-8, a combined effort with Bea and the Bachelors. In 1937 they recorded with George Hall's orchestra, and in 1938 joined with Paul Whiteman before signing with Miller in early 1941.
When singer Paula Kelly joined Miller later that year she became the fifth member of the group. Singer Marion Hutton also briefly became part of the ensemble upon her return to Miller after a leave of absence in August 1941, though Kelly remained the female lead. Member Hal Tennyson, who also played tenor sax, often filled in for sick or absent Miller musicians and later went on to become a member of Ted Powell's outfit.
After Miller disbanded his orchestra when he entered the service, the Modernaires, without Hutton, continued performing and recording material, often with Tex Beneke, who formed a post-war Miller tribute orchestra.