About the Songs on Pay Attention

Roadmaster - Back to Top

Before it was a song, Roadmaster was a concept that came from the Road Trip days. During a late night excursion to God knows where, I thought to myself, "I'm the Roadmaster." When I got back to Austin, a girlfriend made me a denim hat, modeled after a WWII era Air Force pilot's cap, that has RM 1 embroidered on the flaps. It stands for Roadmaster #1. There is an accompanying denim work shirt with Roadmaster emblazoned across the back in little brass studs and there are driving gloves with Roadmaster embroidered so I can read the word when my hands are on the wheel. Okay, maybe a little too much time on our hands, maybe a little too much imagination, but it still makes me laugh about some of the experiences that come from traveling long distances and meeting interesting people.

The song is about wanderlust, hittin' the road, being a ramblin' kind of guy - no excuses, but "I'll be drivin' it home to you."

The players are: Gary Primich, harmonica player extraordinaire, and his band (Jim Starboard on drums, Dave Biller on guitar and Dave Wessolowski on bass) play on this song along with Charlie Prichard, guitar legend, playing slide.

Lover's Lament - Back to Top

Lover's Lament is a song I wrote while driving back and forth across Texas. It was during one late night marathon behind the wheel when there was nothing but Nashville country music available on my AM radio in my red Jeep. I had a notebook and a pencil on the shotgun seat and a tune in my head, and I began to write while I avoided tumbleweeds and night time hallucinations common during two lane blacktop stints at 65 mph. I applied a 'jazz singing' formula to a standard blues shuffle tune -a word or syllable to every note, mimicking horns. I had to write with big letters so I'd be able to read them the next day. I had no interior light and my attention was on the white line fever that Merle Haggard talks about. The first five words 'I WANT TO GO BACK' fit nicely on one page, it turned out. Next page: "OH, PLEASE COME BACK TO ME." About twenty hours, twenty pages, and over a thousand miles later the lyrics were finished. I arrived at my destination, either Amarillo or Orange -I don't remember which. The writing work was done and at our next practice the band took aim at arrangement. I couldn't help myself. The song is full of word play (Vitamin You - Oh, yes 'em are, too) and advice, like about when a relationship ends. It's not that different from the end of a war, you have to do like Napoleon did and waddle away - do the Waterloo Waddle Away, even though you've do'od the bee bop.

The members of Ain't Misbehavin' all appear for vocals with Sally sharing the 'back at ya' lead vocals. David Christy does the guitar work. Doug Powell plays mandolin. Richard Fenno arranged the horns and plays tenor and baritone sax. John Van der Gheynst plays trumpet. Gavin Tabone plays the B3 organ. Robert Vignaud plays bass. Jim Starboard plays drums.

Kitten's Song - Back to Top

Kitten's Song wrote itself in a twenty-minute flash. It was supposed to be a blueprint for my friend Kitten who was having a difficult time and was my way of letting her know that I understood how she felt and why and then lead her to a better place. The last few lines are, "I'll take a baby step every day and find my way through the haze and right back to me." I miss her.

The players on this song were all aware of my feelings for Kitten and what led to the writing of this song and it was treated with kid gloves and they did a wonderful job in this tribute. One of her favorite songs was Jesse Colin Young's Get Together, the anthem of peace and harmony for our generation. A snippet is included at the beginning that leads to the bluesy feel that Kitten loved.

Thanks to Kay Sherrill, choral singer and director, for arranging and singing the tribute to Get Together along with Sally Hamilton, Ronda Hall, Kathy Yancy, and Paula Foy and for intertwining a complexity and simplicity that was Kitten. The other musicians are Jim Starboard, drums; Dave Biller, guitar; Dave Wessolowski, bass; and Gavin Tabone, organ.

Can't Make it on my Own - Back to Top

Can't Make It On My Own is a song that laments being alone - left and alone. It's about the thought process that accompanies the end of a relationship - coulda' been a country song if the melody was different.

The members of Ain't Misbehavin' contribute their voices and musicianship along with my nephew, Arak Avakian, on trumpet and Jim Starboard on drums.

Cherry Pie - Back to Top

Cherry Pie is a song that we used to dance to in high school, written by Joe Josea and made popular by Marvin and Johnny (the Black version) and Skip and Flip (the White version). Not exactly a lyrically genius-type song, there are lapses in both sense and rhyme. Johnny Edson wrote additional words that make more sense and we arranged it into the context of a 'little movie' that makes it, in my opinion, a masterpiece. Now it's not just another four chord slow dance. Indeed, now it's about the girl who works at a confectionary and gets approached (hit upon?) by a guy who comes in every day and purchases his sweets. The girl knows just what he is after - not the pastries - and fends off his advances without losing her composure. I have to admit that the nursery rhyme reference to Little Jack Horner is strange (which Johnny precedes in his intro, picking Little Miss Muffet to deliver his dismissal of the hitter uponer) but not as strange as Little Jack going off in a completely different direction when he says, "I guess I'm not as great a man as he." I mean, if you're not as great as Little Jack Horner with his major accomplishment being the ability to stick in his thumb and pull out a plum, where is your self esteem?

Sally Hamilton plays the sweet shop sweetie and the AM guys sing their funny and beautiful harmonies. Jim Starboard plays drums and Charlie Prichard brings it home with the perfect guitar licks throughout the song. He and David and Doug each have leads in the song and they complement each other, enhance each other and reach the finish line without competing. The little tag at the end is a nod to the doo-wop roots of the song and the harmonic Charlie tops it with is icing.

Two Happy Dreamers - Back to Top

The first time I heard this song of Johnny Edson's, I thought it must have been a Mills Brothers or Ink Spots song. It was so well written, both lyrically and musically, and it spoke to me immediately. Harmonies and an acapella part were added because the song is just too wonderful to let go of too soon. A video (again, the recurring theme of the 'little movie' that so often accompanies Johnny's songs) came to mind, and I intend to create that video in due time. It will start in black and white and spring into full color as the chorus sings "when you get to dreamland." It's a very special song to me.

This was the first song I started in the studio for this CD and I included my friend Ruben Cantu on brushes as a nod to him for making me appreciate the joy of singing. Ruben died of cancer before the project was finished, but he was instrumental in getting it to this point. The AM cast and crew contribute as well as Jim Starboard on drums and Danny Cueto, my little Peruvian friend and world class flautist, plays flute.

P to G, the Plumbing Song - Back to Top

P to G, the Plumbing Song was actually written in a plumbing van in Port Arthur as I drove from one service call to another as an employee of my Daddy's shop, Port Arthur Plumbing. It's the recollection of my dad telling me, "Plumbing is always something you can fall back on, regardless of whatever else happens in your life. Society could get by without doctors and lawyers but not without plumbers because people would die from lack of sanitation. Plumbers protect the health of the nation." A lot of the song is, admittedly, tongue in cheek. My lack of business skill is a direct result of his model of "just 'cause they can't afford it doesn't mean they don't deserve it." And the union reference is actually about the three part fitting that connects two pieces of pipe.

By the way, the album title, PAY ATTENTION, comes from this song, my Dad telling me, "Now, get up off your rear, pay attention and you'll hear."

I play slide whistle on this one. AM members do their thing and Jim Starboard plays drums. Richard Fenno does an amazing job with the bass saxophone instrumental. The sax looks a little like the St Louis arch and Richard makes it sound, appropriately, like something underground trying to get out.

The Replacement Song - Back to Top

The Replacement Song is obviously a cry for help in dealing with loss, the need to fill the void left when someone wonderful exits - could be about any numb of a wonder of types of relationships - lover, spouse, parent, child, sibling - it hurts and it hurts and it hurts and somehow, the cry is, letting something less painful ooze in or be sent from wherever lessens the hurt. Ha Chihuahua, indeed.

Ain't Misbehavin' raised this song from its infancy into a production number and the gospel side of amused pain comes into play with their background vocals and their musical skills. Jim Starboard plays drums; Gavin Tabone adds the absolutely necessary B3 organ; Charlie ices it with every note I would play on this song if I could play guitar. I love how he and David share the lead without stepping on each other's toes... or fingers.

Come Like a River - Back to Top

Someone asked me, "How do you get away with playing those pornographic songs like Come Like a River?" I reply that they are only pornographic to those who have a dirty mind.... like I do. The song is actually a request to every individual to PAY ATTENTION and let it be known ('don't let there be any doubt') when you hit a high point. Okay, that's so thinly veiled it's hardly worth trying to disguise, but, Freud be damned, here's a cigar.

Beautiful playing along (with the joke) and singing from the AM folks enhance this tune with the references to movie scenes and sweet romancing. Life, to paraphrase Shakespeare, is a play and we are but players - but we get to write and modify the script and hire our own actors, for the most part. From six degrees down to zero, we are part of a bigger play and the ripples that we cause may or may not affect that butterfly down in Brazil that is madly flapping its little wings trying (or not) to create a difference in the world. Ripples eddy out and return and everything we do makes its own difference. Don't let there be any doubt that your difference should not be indifference.

Ain't Misbehavin' (Sally, David, Boo, and Doug) put their unmistakable mark on this song. Jim Starboard plays drums and Robert Vignaud, playing his interesting "standup" electric Steinberger bass with the humor that is intended for this song.

A Modest Blues Proposal - Back to Top

A Modest Blues Proposal is written from the perspective of an angry 16 year old kid who works in a fast food joint. He's not sure exactly what he's angry about, but he's damn sure he's pissed off. I used to say, when people would tell me that this song was pretty radical, "It's a joke, for God's sake." So I changed the name of the song from Angry Blues Song to A Modest Blues Proposal so, maybe, anyone familiar with Jonathon Swift would not think I was serious. And I wrote a last verse to underscore the joke. Anyway, it is what it is - written for those who get it and not intended for those who don't.

Gary Primich (harp and "one, two, three") and his stellar blues band (Dave Biller, guitar; Dave Wesselowski, bass; Jim Starboard, drums) got it and nailed it in one take. David Christy and Johnny Edson do the shouting in the background.

Wish That You Were Here - Back to Top

Wish That You Were Here was actually named You're Still Dreaming when it was recorded in 1967 at Jones Recording Studio in Houston by the Basic Things as the B side of a 45 rpm record. The Basic Things were: Tom Arrington on rhythm guitar, Charles Jayroe on lead guitar, Larry Quinn on Farfisa organ, Gerald Pierce on Hofner bass, Ronnie Cooper on drums, and me trying to sound as British as a Jewish Texan can. Tom and Larry wrote the song on the spot and it's a pretty good snapshot of what we were doing. I was screaming in public and they were playing excellent garage band rock and roll.

99 ½ (Won't Do) - Back to Top

99 ½ (Won't Do) is a song written by Wilson Pickett, Eddie Floyd, and Steve Cropper and originally recorded by the Wicked Pickett. Also recorded during the session at Jones Studio, it was The Basic Things piece 'de resistance. We were pretty sure that this song would put us on the map because of the reaction it got at gigs. I guess we ignored the fact that you can't do the song too badly because it's so wonderful and every band of that era had it on their playlist. But I got a chance to do damage to my vocal chords and do the Harlem Shuffle at the same time. So much fun, so much reaching for the high notes. I think we sold all of ten records but somehow the rest of them disappeared over the years. Fortunately, Tom Arrington had the master tape and thirty five years later a friend of mine discovered that there was actually a tape recorder in town that was the same model as the one the song was originally recorded on. I had it dubbed into a digital format for posterity.

Neither song is exactly remastered but the sound is enhanced by virtue of the fact that the original 45 release version of 99 ½ was ramped down to shorten the song for radio play - too bad we didn't get any - and Wish That You Were Here had some sort of tape anomaly on it at the very beginning that, for some reason, now sounds like it not only belongs there but leads you back, back, back in time. And I'd like to thank Ruth Hall, my friend gone but not forgotten, for ponying up the entire $180 to record and press those records.

So there you go... any questions??

Communicate with me at hermanbennett@hotmail.com.