Thirty years in the making, "Willie and the Wheel" rolls

Rick Bell, February 2009

It's barely six weeks into 2009, and already it's been a banner year for Ray Benson. In January alone, Benson took his band, Asleep at the Wheel, to perform in Washington, D.C., during the presidential inauguration festivities. A couple of days later, he met the newest little member of western swing's most recognizable band, as Asleep at the Wheel drummer Dave Sanger and vocalist Elizabeth McQueen brought their infant daughter Lisel to Benson's Bismeaux studios for her own little debut.

But it's the month of February that may mark one of the watershed moments for the nine-time Grammy-winning group, which for three decades has carried the torch passed along by the likes of western swing icons Bob Wills, Milton Brown, J.R. Chatwell and Cliff Bruner. In early February, the Wheel released a 12-song collection of classics with Willie Nelson handling the vocals.

Yet it's neither a Wills tribute nor a roundup of the tried-and-true western swing standards. Missing from the set list is Faded Love and San Antonio Rose. There's no Stay All Night (Stay a Little Longer) or Roly Poly.

Rather, "Willie and the Wheel," released on Benson's own Bismeaux Records label, is a collection of songs drawn straight from a hot, crowded 1930's Texas dance hall. Bawdy blues cuts like Fan It and I Ain't Gonna Give You None of My Jelly Roll bump into such classics as Right or Wrong and Corrine Corrina and pop standards like Won't You Ride in My Little Red Wagon and the instrumental South, featuring Paul Shaffer and Vince Gill.

As much as they'd like to take credit for this historic collaboration, the project wasn't something hatched by longtime friends Willie and Ray over a couple of beers.

No, the roots of "Willie and the Wheel" runs back some 35 years and comes not from a country music suit looking to turn a quick buck, but from an unlikely American music icon. Jerry Wexler, who shaped the sound of pop music by producing the likes of Aretha Franklin, Ray Charles, Bob Dylan and Dire Straits, also produced two of Willie's albums, including the hugely influential "Phases and Stages," before his popularity as a country music superstar shot through the roof.

The legendary producer, who died in August at 91, had hoped to do a western swing album with Willie in the early 1970s before he left Wexler's Atlantic Records for Columbia and his rise to superstardom. But it never came to pass. Still, the concept never completely fell off Wexler's radar, said Benson.

In 2003, Wexler was getting rid of all of his records and offered his collection of western swing LPs to Benson, whom he'd known since the 1970s. "A few weeks later, a box arrived with 20 or so LPs from Jerry," Benson said just after holding baby Lisel for the first time. "It was songs originally on 78 RPM records reissued on albums, mostly cult collections from the 1970s. I had a few of them already."

As Benson pulled the records from their jackets, there were two handwritten letters next to certain song titles. Benson didn't think much of it initially, but asked Wexler about the letters the next time the two of them talked. "The initials were WN," Benson said. "When I called Jerry to thank him for the records, I asked him what they were. He said 'WN' stood for Willie Nelson."

Four years later, Benson got a call from Willie and his manager, who told him that Wexler thought it was time to do the western swing CD. Asleep at the Wheel had just completed the critically acclaimed "Last of the Breed" tour with Willie, Merle Haggard and Ray Price, which showcased western swing and Texas country music. "They asked me if I still had the LPs," Benson said. "It took me a second to realize what they were talking about, and once I did, I told them 'Sure, yeah, I still have them.' I'd heard the bulk of the material he'd sent me. I pulled them out, and sure enough there were the 'WNs' next to certain songs, so I went to work."

From a list of nearly 40 titles, Benson and Wexler eventually narrowed the album to 12 songs. Benson said Wexler, who's listed as the album's executive producer, was deeply involved in every aspect of the project. He suggested horns for certain cuts and fiddles and steel guitars on others for a traditional western swing sound. Despite being a producer renown for his work with legendary rock and pop stars, Wexler had an amazing feel for all musical styles, Benson said.

"Jerry was 91 and still sharp as a tack," Benson said. "I've known Jerry for a while, and I was amazed at his knowledge of great American music. He was a big fan of roots music, artists like Robert Johnson, Bob Wills and Jack Teagarden."

More than just a fan, Wexler was credited with coining the term "rhythm and blues" and was involved in producing some of rock and pop music's biggest hits. Besides producing classics like Big Joe Turner's original version of Shake, Rattle and Roll, Wilson Pickett's Midnight Hour and Aretha Franklin's Respect, he was able to add the Rolling Stones and Led Zeppelin to Atlantic's stable of stars.

By the time Wexler stepped aside in the 1990s, about the only significant name missing from his roster of stars was Elvis Presley, who, according to legend, almost signed with Atlantic in 1956 but instead chose RCA.

Wexler's work with Willie was unfortunately brief, but extremely influential, both on the artist himself and on country music. When they began working together, Willie had already returned to Texas from Nashville to carve his own identity as well what was later to become known as the Outlaw movement. Wexler and fellow Atlantic exec Arif Mardin coaxed Willie to record much of 1973's "Shotgun Willie" at the famed Atlantic studios in New York. Wexler produced just two of the album's tracks, but not surprising in retrospect, both were Bob Wills standards: Stay All Night and Bubbles in My Beer.

But Wexler took Willie to the Muscle Shoals studios in Alabama for 1974's concept album "Phases and Stages." Wexler's restrained, spartan production pushed Willie's raw vocals out front, allowing him to sing in stark, emotive detail the dissolution of a marriage. "Phases and Stages" - and the fact he worked with the legendary Wexler - defined Willie as one of country music's most influential artists.

More than three decades have passed since then, and even though Wexler was too ill to attend the sessions in Austin, he knew how to work with Willie's talents. As the album's sessions were wrapping up and Willie was completing his vocal tracks, Benson sent the songs to Wexler. He felt confident the album captured the spirit Wexler had intended in the early 1970s. Still, Benson was a little apprehensive.

"Even though he was pretty sick at the time, much to my delight and relief, he loved them," Benson said.

Not surprising that Benson was at least a little worried, considering Wexler had put a tremendous amount of thought into what songs would fit Willie's nasally tenor. This wasn't Tommy Duncan or George Strait, after all. But Benson pointed out Willie had grown up with most of these songs.

In fact, Willie has recorded dozens of western swing songs over his legendary career. He cut Won't You Ride in My Little Red Wagon, which appears on this collection, on his "Somewhere Over the Rainbow" album in 1981. "Heck, Willie's been doing 'Little Red Wagon' since he started playing," Benson said of the 1941 Rex Griffin song made famous by Hank Thompson and Hank Penny, among others. "It was so cool to get to play with him on these sessions. I've worked a lot with him, but this was special. Willie grew up on this music, but we didn't want to just do the hits. We left out 'Faded Love' and 'San Antonio Rose.' We purposely cut it 80 percent live to give it a special feel, and I think the sonics are impeccable."

As extensive and far-reaching as Willie's recorded catalog may be, there were a couple songs here that caught him off guard, Benson said. "I asked Willie, and there were a couple he didn't know," Benson said. He knew Fan It, an obscure, bawdy, bluesy cut written by the eccentric singer-songwriter (and according to legend a sometime-female impersonator) Frankie "Half-Pint" Jaxson, which has double entendre as do many of these songs written all over it. Turns out that Fan It was a standard in the heyday of western swing too, and it captured the heart of one young woman. Benson said he got to know Bob Wills' wife, Betty, and when Wills had slipped into a coma before his death in 1975, she confided in him that she loved to play that song for him when they first met.

The fact that most, if not all of these songs had their origin in Depression-era America and they are being revived at a time many experts contend is the nation's bleakest economic situation since the Great Depression isn't lost on Benson either. "Jimmie Rodgers sold millions of records in the Depression; music is one of those little things people turn to in tough times," Benson said. "This is all Depression-era music. Yet it's timeless."

His performance during the inauguration at the Black Tie and Boots Ball hosted by the Texas Society drove the point home even further. It was his fifth inauguration performance - his first was 1993 and the first Clinton administration. It was an all-Texas lineup, which included Asleep at the Wheel, Kevin Fowler, Jack Ingram and Cross Canadian Ragweed.

Yet, it was an amazing experience, he said. "It was nothing like I've ever seen before," Benson said of the festivities. But there was a time last year they shared the stage with then-candidate Obama, Benson said. Following a Democratic candidate debate in Austin with Hillary Clinton at what admittedly was a low-dollar fund-raiser attended by just a couple hundred people, Obama offered a few words, shook some hands, then joined Benson in song and a quick shuffle.

"Obama actually came back out and helped us sing 'Boogie Back to Texas,'" Benson said.

Yet Benson the realist understands all too well the depth of the president's future. "So far so good," Benson said. "But he's got a mess on his hands. The events shape the president, not the other way around."

And, in a similar vein, so far so good in 2009 for Benson and his band, who were headed to the 25th annual National Cowboy Poetry Gathering in Elko, Nev. for another performance of his Broadway-style musical tribute to Bob Wills, "A Ride With Bob."

"Is this record special?" he asked rhetorically. "You bet. Willie's the best friend I ever had. When I was down in the '80s with no record deal, Willie lended me money and let me record in his studio. He loves this music, and so do I."



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