Song King: On His New CD, Will Lee Gives the Melody Some Love

SINCE HIS ARRIVAL ON THE ISLE OF MANHATTAN in 1971, by way of his native San Antonio and the University of Miami, Will Lee’s professional life has been all about songs.

SINCE HIS ARRIVAL ON THE ISLE OF MANHATTAN in 1971, by way of his native San Antonio and the University of Miami, Will Lee’s professional life has been all about songs. As one of the most recorded bassists in history, he has been neck-deep in song form and structure, making songs groove, taking direction from a who’s-who of composers and artists, delivering lyrics as a moonlighting lead and backup vocalist, putting tunes across live from the smallest bars to the largest arenas, drawing from a 300- entry song list nightly on The Late Show With David Letterman, and backing the elite honored at the annual Rock and Roll Hall of Fame Awards. Heck, he even coined the most complimentary term a bass line can have in a song: “subhook.” So it should come as little surprise that Will’s second solo CD—and his first in 20 years—is a stirring collection of songs rife with all Will has learned about writing, singing, playing, and producing them. The ten tracks on Love, Gratitude and Other Distractions range from revealing originals, to imaginatively recast covers, to three bass-led instrumentals sure to leave the low-end crowd lusting for more. Guest appearances by Pat Metheny, Billy Gibbons, Bob James, Akiko Yano, Steve Lukather, Steve Gadd, Allen Toussaint, Paul Shaffer, Peter Erskine, Mark Hudson, and the late Divinyls vocalist Chrissy Amphlett add to the heartfelt, hand-crafted hue of Lee’s finest outing, and hopefully a long-overdue start to a regular career as an “artist.”

Raised in Huntsville, Texas, Will was equally inspired by his dad (music educator William Lee III), seeing the Beatles on Ed Sullivan, and hearing James Jamerson’s bass lines pumping out his dad’s car radio speakers. He came to New York City from Miami to join the cult horn band Dreams, on the recommendation of a horn-playing friend of the Brecker Brothers. Soon, Lee worked his way into the record and jingle-session scene, rising to first-call, triple-scale status by the late ’70s, and maintaining that hectic pace while taking on Letterman’s NBC show in the ’80s. Along the way he redefined what the bass guitar could do in a support role, establishing a new level of stylistic versatility and a widening of the groove via his ability to shade the pocket in myriad ways and move seamlessly from finger-plucking to slapping—all while creating deeply musical bass lines.

As guitarist Oz Noy marvels, “One of Will’s greatest skills is his ability to instantly lock with any drummer and make them sound great.” Sure enough, when the musical landscape changed in the ’90s and early 2000s, Will had little trouble adapting. He increased his gig output locally and overseas for various jazz and pop projects— in particular with guitar gods such as Hiram Bullock, Mike Stern, Chuck Loeb, Eric Johnson, Wayne Krantz, and Noy—and his forming of the ultimate Beatles cover band, the Fab Faux. In recent years, Will has remained a stranger to the word “downtime,” juggling Letterman, sessions, and club gigs all week, and heading to the airport almost every weekend for out-of-town ostinatos with the Faux or other friends. We got him to sit still long enough to explain how the new CD came together, and to reflect on the music scene’s evolution.

What was the path that led to recording your second CD?

It was sort of strange. I had done a couple of songwriter-circle gigs, where you share the stage with other writers and sing your songs with acoustic guitar accompaniment. At one gig, I did my song “Miss Understanding,” and I sent a recording of the performance to my friend Tommy Allen, thinking he’d enjoy it—he’s a drummer who booked the Fab Faux’s very first gig. He dug the recording so much, he put a drum track on it and sent it back. When I heard it, I saw the potential for the song, and as I added other instruments it came alive. So that drum track was the basis for me working on other song ideas I had been wanting to finish, and I kept going until I had an album’s worth of material.

Did you have a theme or goal in mind?

There isn’t a theme per se, except that it’s a vocal-oriented song album, aside from the three instrumentals, which I never thought I’d have. To me, a song generally means something with lyrics that delivers a message or tells a story or paints a picture, while maintaining a good balance with the art of the music and the arrangement. My goal simply was to get it made, hope it gets heard, and hope some part of it touches someone or makes them feel and relate to the same things I did writing it. That would validate the project for me. The CD title is pure irony: Love and gratitude are so important to experience that only a scatterbrain like me could be distracted from them as often as I am!

What’s your writing process?

It varies; I write on keyboards, guitar, bass, or in my head, and I hear the melodies and the grooves well before I hear the words. Usually, I don’t see the end when I start the process. I have tons of song ideas, and sometimes the chorus will come first and easily, but it’s really hard work for me to finish a song. I’ll hit a brick wall, which is why I have a lot of co-writers on the CD. I was able to figure out “Miss Understanding” and “Shahara” myself, and for the rest I had to lean on others— but it’s great to collaborate.

How did you record the CD?

I gradually pieced it together over two years, with very little live rhythm-section playing. It’s interesting how tracks come together. On “Get Out of My Life, Woman,” Shawn Pelton had put down a drum pass for us to play to, and later I created a repeating three-bar phrase at the end for Billy Gibbons and Allen Toussaint to blow over. Shawn re-cut his drums with the new form, but what happens sometimes is the drummer is now reacting to the track and the bass, and the groove starts to lag a little because he’s no longer leading; he’s following. So we ended up using a lot of his original track because it felt better.

The opening track, “Gratitude,” is a simple but artful song, capped by a great Pat Metheny solo.

From another room, I happened to hear Leni Stern playing the figure at the top of the track on an ngoni [a West African stringed instrument], and I started singing the melody. I got the idea for what the song was about, and I had certain lyrics and parts of the chorus, and then the brick wall happened. So I called my friend Willie Nile, and he went to town with the lyrics. I wanted the Serenity Prayer in the chorus, which took a while to squeeze in because of the 7/4 meter, so it’s paraphrased. Bass-wise, the verse phrase sounded African to me, so I played fretless on the track, thinking about how Bakithi Kumalo and Richard Bona have inspired me with their melodic playing. Finally, I called Pat and told him I had written a solo section with his synth-guitar sound in mind, and would he consider playing on it. He came in and played a heroic solo.

I’m guessing “Miss Understanding” has autobiographical elements.

It’s a true story from my drug days, when my boundaries weren’t set properly and I allowed people to come into my life who were equally out of control and destructive. I was really bad at letting those people know, and that led to my hitting bottom and eventually starting to get clean. In the words of John Lennon, tell the truth and make it rhyme! A sad footnote is that three folks on the track have since passed: My dear friend—and Charley Drayton’s wife—Divinyls vocalist Chrissy Amphlett, who sings the outro; Larry Hoppen of Orleans, who along with Mark Hudson sang the choruses and helped me with the vocal arrangement; and my pal Hugh McCracken, who was the master of the invisible guitar part—what he didn’t play was his real forte. I hope this track honors them in some way.

It’s a different story for the fictional character in “Fooled Him.”

I had the opening figure on nylon-string guitar, which felt kind of India. Arie-ish, and I wrote the melody from there. Oli Rockberger helped me with the lyrics, and we came up with a story of a young woman who’s really sure of herself and has played everyone she wants to play, until this one guy walks into her life and she’s no longer in control. The verses are just Cm7 to F7, so I wanted to contrast it with the descending chords in the chorus. Then I felt it needed a release, and I came up with the vocal riff —doubled by bass and keyboard—which is sort of like what Bill Withers did at the end of “Use Me.”

The epic elements of “Shahara” give way to a pure pop hook and a Beatle-esque bridge.

That song started on keyboard with the two-note, sort of Phrygian tonality, and I thought of a Middle Eastern-sounding phrase over it. The whole story of this soldier stuck in a foreign desert war, realizing it’s not the romantic image of having a gun in a faraway place that he had as a kid, came from those two notes. I actually recorded the song on a CD by Japanese drummer Shuichi “Ponta” Murakami, but it was a trio version that couldn’t match the whole sub-Saharan version I was hearing in my head. So I found two great African musicians from Leni Stern, got Gil Goldstein to write the string parts, and Mitch Forman did a great arrangement. As for the Beatles influence, that’s where it all comes from, for me; they were the spark for being a musician and getting my hands on an instrument in the first place.

What led you to cover two 1965 classics, Allen Toussaint’s “Get Out of My Life, Woman” and Len Barry’s “1-2-3”?

I woke up with “Get Out” in my head one morning and decided to do it. By coincidence, Billy Gibbons called me to say he was in town, the day I was going to track it. I asked him if he’d like to come over and sing lead with me, and he said, “Man, I got a terrible cold, really nasty,” and just as I was about to let him off the hook, he said, “Yeah, I want to get this on tape before it goes away!” Allen is a friend who has sat in with us on Letterman, and he was happy to play on it, as well. With “1-2-3,” I always felt it would make a great slow, sensual bossa; it’s a really well-written song. I asked Giulio Carmassi, a young multi-instrumentalist who’s in my Family Band, to come up with an arrangement. He had never heard the song, but he’s a passionate musician—and sure enough, he made a great demo on which he sang and played cello, clarinet, trumpet, saxophones, and tambourine. I had discussed my idea with Akiko Yano over the many years I’ve worked with her, and she was excited about it, so I had her sing it with me.

You also adapted Horace Silver’s “The Natives Are Restless Tonight,” as “Natives.”

That came from a project I started with my buddy, L.A. keyboardist David Garfield. He knew I was in Horace’s band in the early ’70s, and he got to know Horace later when he lived in Malibu. I’ve always felt Horace was the bridge between jazz and funk, and that it would be great to do a tribute record with famous guests. David and I worked up arrangements of different songs, but with no budget and our busy schedules, it got buried. I remembered the house vibe I had for “Natives” and I thought it would be cool to see it through. Basically, I took the first four measures of the original, embellished the A section, wrote a B section, and collaborated with Oli Rockberger on the lyrics. Steve Gadd and Steve Lukather really bring the track to life.

Let’s talk about the Fab Faux, which has become a living history of the Beatles.

It’s been an amazing ride with the same five guys since our 1998 inception. Our concept is simply to bring the Beatles records to the stage, and with each new bootleg or isolated track that gets released, we get better at disassembling the songs and putting them back together to perform them accurately. Those records were chock full of great parts crammed into four tracks; how they were able to organize all of those parts, and know they were going to sound good after being bounced down repeatedly, is the big mystery. I asked George Martin about it, and he said, “Well, it all really ends up on just two [tracks], doesn’t it?” and he walked away—which I took to mean it’s too deep to even get into. The challenge for us is that sound D may not be something tangible, but rather, it’s made up of parts A, B, and C. Finding out what those original elements are is the research we do, and it can be positively mind-blowing.

Your vocal side has been more prominent lately. What was your vocal approach on the album, and how does singing correlate with your bass playing?

For me, singing is very separate from bass. Singing and playing simultaneously, the bass and the groove often get compromised in order to properly deliver the lyrical message of the song, vocally. I love just driving the bus—the art of really getting inside the bass line enough to play around with it—but it’s hard to drive the bus and be the hood ornament at the same time. For my vocals on the CD, I tried to break it up and use different approaches, because unless you have an unbelievable vocal instrument, like a Sinatra or Johnny Mathis, hearing one sound for an entire CD can get boring. That’s where the Beatles were smart in having different members sing, so it never got predictable and the next song was always something fresh.

How would you say the music and bass scene have changed since your last BP cover story, in 1990?

We’ve come to a point where the scene can be described as a bit of everything going on. There are a lot of small, exuberant fan bases for every style of music, new and old, and that’s kind of cool. There are no Beatles right now, but overall it’s an exciting time. The scene I grew up around in New York is gone. The best players are now in Broadway pits or wedding and corporate party bands because those are the choice gigs. For any musician to have a steady gig—and I’m the most grateful living human, knowing I got a lucky break one day 31 years ago with the Letterman Show—is huge. These days I do about a session a week; people from all over the world send me tracks to play on, and if the project is big enough—like Christopher Cross’s next CD—we’ll go into a major studio. Jingle-wise, I haven’t been to a studio in a while, because when you do get a call it’s usually just a demo, not an actual jingle.

My schedule is built around the three hours at Letterman, where we’re a part of the larger spectacle of the show. That means whether I’m having an off night or killing it, the audience always reacts in the same polite way. So with some of the other 21 hours in my day, I like to play in front of a real music audience to see if I’m sucking. I’ll do the Fab Faux, Oz Noy, Sheri Miller, or a talented singer/songwriter I’m producing, Drew Zingg, who’s coming to town to play. Those gigs energize the body and soul, and lead to connections with other artists.

What do you foresee down the road?

I’d like to keep writing, because I have that muscle in shape right now; I’m ready to start the next CD as soon as the songs come. I haven’t given much thought to being a bandleader and performing my CD live, but I do have a live Will Lee Family Band recording from my annual trip to Japan last year; that’ll probably be the next disc I release. Other than that, I’m open to playing good music. Call me and I’ll be there.

Grooves, Melodies & Other Reactions

Will Lee gives supreme support bass on Love, Gratitude and Other Distractions, from the swung pockets of “Get Out of My Life Woman” and “Fooled Him,” to the quarter-note tribal house heft of “Natives,” to the melodic peakouts in “1-2- 3.” But Will delves deepest into his bag of bass goodies on his three instrumentals,. Example 1 shows the opening slapped and harmonics figure of “Papounet’s Ride.” Says Will, “The piece was inspired by the insane rush of driving with my father-in-law in France; he’s a pedal-to-the-metal, pass-everyone kind of driver, so I was trying to capture that feeling. It has a James Taylor vibe harmonically, and I was fortunate to get an elegant piano track from Bob James and an energetic drum track from Narada Michael-Walden.” Listen for the ghost-notes on Will’s E string line, the result of some up and down thumbstrokes. “The challenge is to coordinate everything and make it flow, and to stay out of the way of the harmonics on the D and G strings, while slapping the E string.”

Examples 2a and 2b are from Will’s fretless feature, “A Simple Way to Say I Love You,” which he originally wrote as a guitar vehicle for John Tropea’s 1999 CD of the same name. Example 2a shows the first eight measures of the melody. Note the Jaco-esque three-finger roll into the high G in bar 3 and the first E in bar 8. “I learned everything I know about playing fretless from Jaco,” says Will. “Sit back and be loose with the melody, and try to be as expressive as possible.” Example 2b occurs at 4:34 during the outro, in which he trades with Gary Schreiner’s harmonica. Regarding the alternating C and Cm chords, he reveals, “More than thinking major to minor, I thought about playing major to bluesy.”

Finally, Ex. 3 has the outro of Will’s masterful rubato solo bass cover of Charlie Chaplin’s “Smile,” augmented by Chuck Loeb’s guitar soundscape. At 2:10, Will begins a tapped passage (using his right-hand middle finger and left-hand hammers) that develops over the next three measures. “It felt like the piece needed a sort of cadenza; this pattern has elements of Rogers and Hammerstein harmony and a Steve Stevens tapped lick.” Bar 4 features Will’s “French horn” climb, leading into the descending chordal passage in bars 5 and 6, for which he thumb-plucks the low notes and finger-plucks the two upper notes. Bar 7 boasts a stirring, neck-crossing cascade of harmonics between the 3rd and 5th frets, culminating with Will bending the last A up to a B by pushing down on the A string behind the nut (while also tapping a G on the E string). He advises, “The hardest part of the piece is keeping track of all the harmonics and maintaining a bell-like tone. I favored my bridge pickup a bit.”



Love, Gratitude and Other Distractions [Sinning Saint, Ltd., 2013]; Oh! [Go Jazz, 1993]; Mike Stern, All Over the Place [Heads Up, 2012]; Ryan Shaw, Real Love [Dynotone]; Chuck Loeb, Plain ’N’ Simple [Tweety, 2011]; Oz Noy, Twisted Blues, Vol. 1 [Abstract Logix, 2011]; Bird House [Skip, 2002]


Basses Sadowsky Will Lee Model 4- and 5-strings; early-’63 Fender Precision with flatwounds; fretless Pedulla Buzz Bass 5-string; fretless ’65 Fender Precision converted to a Jazz Bass, with EMG pickups
Strings Sadowsky Black Label Stainless Steel Roundwounds (.045, .065, .085, .105, .130)
Amps Hartke LH1000 head, two HyDrive 410 cabinets; Walter Woods 1,200-watt head for gigs on the go
Effects Boss GT-10B Bass Effects Processor
Recording basses onLG&OD Direct via Ampeg SVT Vacuum Tube Direct Injection DI; miked Ampeg Micro-VR Mini Bass Stack (for “Papounet’s Ride”); Radial ProDI passive direct box
On his Sadowsky signature bass “The WL is a flexible instrument based on Leo Fender’s Jazz Bass, but taken to the next level by Roger Sadowsky. It’s refined with a Hipshot detuner on the E string (I tune mine down to C), a 22-fret neck, a chambered body—which makes it very light and a pleasure to play, a narrow neck for good note articulation (the neck width at the nut, 1.45", is about the same as Jaco’s ’62 Jazz), and a special midrange boost circuit selectable at 500Hz or 800Hz. Plus, Roger was smart enough to keep in the vintage tone control, which works in active or passive mode, allowing you to play it just like a vintage J-Bass. I have some with single-coil J pickups and some with Sadowsky soapbars. The WL can also be ordered as a PJ. It’s what I would call the ‘everything bass!’”


Will Lee can lay claim to such major hits and classic jazz sides as Roberta Flack and Donny Hathaway’s “The Closer I Get to You,” Barry Manilow’s “Copa Cabana,” Dionne Warwick’s “Déjà Vu,” the Brecker Brothers’ “Some Skunk Funk,” Don Grolnick’s “Pools,” and D’Angelo’s Brown Sugar CD. He can also be found on these off beat offerings:
Dreams, “Just Be Ourselves” (1972) Will sings and plays on Don Grolnick’s killer composition.
James Brown, “Get Up Off a That Thing” (1976) The two hardest-working men in show biz meet on this session.
Bob James, “Westchester Lady” (1976) Will’s sublime subhook drives this instrumental smash.
Frank Sinatra, “Night and Day” (1977) The Chairman of the Board goes disco.
Meco, “Star Wars Theme/Cantina Band” (1977) A No. 1 disco hit.
New YorkCommunity Choir, Make Every Day Count (1978) Among Will and Steve Gadd’s very favorite projects they’ve ever done together; start with “Express Yourself.”
Ace Frehley (1978) Kiss members went solo, and Will was there for the most successful of the bunch.
EvitaOriginal Broadway Cast Recording (1979) Start with “Another Suitcase in Another Hall” or “Buenos Aries.”
Hiram Bullock, “Window Shopping” (1986) Some of Will’s best playing to date can be found on the late guitar great’s sides.
Ricky Martin, “She Bangs” (2000) In addition to singing background vocals, listen closely as Will doubles Ricky’s lead vocal!


Men in the Mirror: The Bassists of Michael Jackson How Alex Al And His Predecessors Pumped Up The King Of Pop

THERE’S A REVEALING EXCHANGE ABOUT FIVE MINUTES into This Is It, the documentary about the late Michael Jackson’s planned world tour, in which the Gloved One is encouraging his keyboardist to play the answer riff to the penetrating bass line of “Wanna Be Startin’ Something” funkier. “It’s not there yet,” he says gently, before singing the entire two-measure groove flawlessly in the pocket, while playing air bass. Real bass seems to have always been at the forefront of Jackson’s music, whether it came from studio savants in Detroit, Los Angeles, Philadelphia, and New York, or his landmark use of synth bass that remains in vogue to this day. Alex Al, Jackson’s bassist since 2001 and a member of the seven-piece band featured in the film, concurs. “Bass was the most important instrument to him. He’d make references to Paul McCartney’s melodic playing with the Beatles, James Jamerson being upfront and center with Motown, or Stevie Wonder’s left hand.”

Geddy Lee: Full Steam Ahead

Spontaneous-sounding and song-friendly, yet grand in scope, Rush’s spellbinding new release, Clockwork Angels, follows the adventures of a young man across a steampunk landscape filled with alchemists, anarchists, buccaneers, sorcerers, carnivals, and lost cities.