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Johnny Cash - The Sun Outtakes (BCD 16325) (1-3) (2007)
Billy Riley - The Sun Outtakes (BCD 17122) (1-2) (2010)
Carl Perkins - The Sun Era Outtakes (BCD 17240) (1-5) (2011)


© 2007 Bear Family Records (CD) 500/200rpm BCD 16325 (1-3) mono digital

3 Compact disc boxed set. A Bear Family Special product. Photo of original Scotch tape pressed on disc. For the first time, the complete rest material of the complete Sun recordings of Johnny Cash, previously unissued complete with studio chatter, false starts. Also included in the boxed set, booklet biography, with liner notes by Richard Weize. The booklet also features rare and previously unpublished photos and a detailed session file information by Colin Escott. The package includes a lavishly illustrated booklet containing rare and previously unpublished photos of the Johnny Cash-Johnny Horton fishing trip.

Over the years Johnny Cash's Sun recordings have been released on countless compilations and there is no doubt that the releases on Bear Family have been the definite record of his short career with the label. With this new collection we can listen to those outtakes along with a wealth of previously unreleased alternate takes, undubbed masters, false starts and studio chat that give the listener an insight into the creative process behind those legendary recordings. Unfortunately many of the original session tapes have been lost or recorded over and there are many songs for which we were unable to locate any outtakes, but a handful have survived the passage of time and it is from those tapes that this set has been put together. During the compilation of this set we have tried to offer the material in chronological order. However, Sam Phillips did not keep records of take numbers and dates so we have used the excellent research undertaken by Colin Escott and Martin Hawkins along with our own additional research. As you sit and listen to these recordings you can imagine that you are there in the studio with Johnny Cash, Luther Perkins and Marshall Grant as they recorded these classic tracks over fifty years ago.

Sam Phillips, and Jack Clement
Re-Issue Producer
Peter Lewry and Richard Weize
Tape Research
Hank Davis and Jim Stewart
Tape Comparison and Compilation
Peter Lewry
Jurgen Crasser
Liner Notes
Peter Lewry
Colin Escott
Photos and Illustrations
R.A. Andreas
Photo Scans
Andreas Merck
Thanks to
Hank Davis

Johnny Cash - The Sun Outtakes by Colin Escott

There is some confusion surrounding Johnny Cash's Sun recordings. As always, the sessions logged with the American Federation of Musicians did not necessarily correspond to what had actually transpired - especially during the early days. The early sessions were produced by Sam Phillips who was notoriously bad at documenting dates and titles cut. The session reels were repeatedly raided for LP material after Cash left Sun in 1958 and thus the derivation of some titles is not always clear. In addition, some titles stand by themselves on session reels without any annotation.

Disc 1 Contains

Following his discharge from the Air Force in July 1954 Johnny Cash married, moved to Memphis and found a job selling electrical appliances. He was not the greatest salesman and with their first child on the way there was a need to find another job with a better income. He tried to get a job as a radio announcer but was turned down due to his lack of experience. Cash finally enrolled at Keegan School of Broadcasting in Memphis.

In 1954 Cash's brother Roy was working at Automotive Sales Garage on Union Avenue in Memphis. There were two mechanics also working at the garage - Luther Perkins and Marshall Grant. In their spare time and during quiet spells at the garage they would play music together. Knowing his brother's love of music and desire to make it in the music business, Roy introduced them to him.

Luther Perkins was born in Memphis and Marshall Grant in Flatts, North Carolina. The first time they worked with Cash was at Luther's home on Nathan Street in Memphis. One of the songs they would try was Hank Snow's ''I'm Moving On''. They all played acoustic guitars and hit off resulting in more informal sessions, although at this point neither Luther nor Marshall were interested in pursuing a musical career. Unhappy with his job as an appliance salesman and determined to make it in the music business, Cash suggested they try different instruments. Luther borrowed an electric guitar and Marshall a stand-up bass, although nobody was sure how to tune it. They were all self-taught musicians and started to play more seriously. There was a fourth member, steel guitar player A. W. ''Red'' Kernodle, who would record just once with Cash but was so nervous that he would leave the studio, never to return! He has been quoted as saying, "There was no money in it and there was too much staying up late at night and running around''.

They were sponsored by Cash's boss to play a 15-minute spot on country station KWEM in West Memphis, Arkansas on Saturdays. They had played together for many hours and were progressing well and the next logical step was to make a record. In Memphis at that time there was only one place to go, Sun Records and
producer Sam Phillips.

In late-1954 Cash went to the Sun Studios on his own to audition for Sam. Three songs from this audition appear here. ''Wide Open Road'', ''You're My Baby'' and ''My Treasure'', all Cash originals, impressed Sam enough to invite him back with his band. There was another song recorded, ''Show Me The Green'', but regrettably this tape has never been located.

Cash returned with Luther and Marshall for a formal audition. At the audition Cash sang ''I Was There When It Happened'', ''Belshazzar'' and ''I Don't Hurt Anymore'', mainly gospel material. Sam, was impressed with Cash's voice and also the limited guitar style of Luther Perkins. Unfortunately he had no interest in recording religious material and told Cash that he would be unable to market him as a religious artist and to go away and write something different.

Cash went away and reworked a poem he had written during his time in the Air Force and went back to Sun Records with ''Hey Porter''. With its train rhythm, simple melody and strong lyrics it was an impressive debut. During a 1980 radio special Cash spoke about the recording: "I did a song I wrote called 'Hey Potter' that I had written on the way home from Germany when I was discharged from the Air Force. And it was kind of a daydreamin' kind of thing.

I used a train as a vehicle in my mind to take me back home and counting off the miles and the hours and minutes till I would get back home. It wasn't to Tennessee though, it was to Dyess, Arkansas where my parents were still living at the time. "The version included here is an early take and is noticeable when Luther falters during the second instrumental break.

This session also produced an early version of ''Folsom Prison Blues'', another attempt at ''Wide Open Road'' and ''Two Timin' Woman''. The four takes of Folsom Prison Blues included on this set are completely different to the released version. Here Cash uses a high-pitched vocal style completely different to anything else he ever recorded. Whilst Cash may not have perfected his style on the song Luther most definitely had and his guitar solo changed little over the years to come. It is interesting to note that these versions do not feature the famous guitar introduction or closing notes that became the songs trademark. Cash would go on to re-record the song a few weeks later. ''Wide Open Road'' is the only known take to feature the steel guitar playing of A.W. '''Red'' Kernodle and gives us a clue to how they would have sounded had he remained a member of the group. It has to be said that he was not the greatest steel guitar player and his decision to leave was ultimately a benefit to the Cash sound as he recalled in a 1980 interview. "We had a steel guitar player working with us, but he was afraid to go in the recording studio and I guess maybe it was lucky for us that he didn't because ''The Tennessee Two'' came up with a sound that was kinda unique. I think a steel guitar would've taken us more toward Nashville than what was happening up there''. Despite being vocally sound ''Two Timin' Woman'' suffers from an out of tune acoustic guitar and one of Luther's more forgettable solos.

Cash suggested a gospel song for the other side of their first single, most likely ''I Was There When It Happened''. Sam liked the song but wanted something different for the B-side of their first single and suggested that Cash should go away and come up with something more suitable. A few days later he came up with ''Cry, Cry, Cry'' which he wrote after hearing disc jockey Eddie Hill announce "stay tuned, we're gonna bawl, squall and run up the wall''. He adapted the lyrics to "You're gonna bawl, bawl, bawl" but reconsidered and came up with "You're gonna cry, cry, cry''.

A few weeks later, an exact date is unknown but May is the most likely date, they returned with their new composition which, along with ''Hey Porter'', became the first single to be credited to Johnny Cash and the Tennessee Two and a top twenty country hit.

The master of ''Cry, Cry, Cry'' featured an instrumental break after the second and fourth verse but here we present the rare ''extended'' version with Luther playing a break after every verse. It was only issued, probably by mistake, on a budget album simply titled Johnny Cash.

''Rock And Roll Ruby'' is the only track featured that was not taped at Sun Studios. Recorded at KWEM radio it was preserved on an acetate and demonstrates that Cash was not really suited to rock and roll although it is far more confident performance than ''You're My Baby''. Back in 1954 they had appeared on KWEM on a programme entitled ''Mid-South Country Frolics'' and performed ''Wide Open Road'', ''One More Ride'', Luther's Boogie and Belshazzar, all tracks that he would go on to record for Sun.

Johnny Cash and The Tennessee Two spent the rest of 1955 on the road and in January 1956 they anded a regular spot on the Louisiana Hayride. With both ''Hey Porter'' and ''Folsom Prison Blues'' achieving respectable chart positions they were a hot property on the concert circuit and were booked for dates across the southern states.

1 - Wide Open Road (1:47) (Johnny Cash)
2 - You're My Baby (Little Woolly Booger) (False Start & Complete Take) (1:46) (Johnny Cash)
3 - My Treasure (False Start & Complete Take) (2:28) (Johnny Cash)
4 - Hey Porter (2:09) (Johnny Cash)
5 - Folsom Prison Blues (2:30) (Gordon Jenkins-Johnny Cash)
6 - Folsom Prison Blues (2:33) (Gordon Jenkins-Johnny Cash)
7 - Folsom Prison Blues (2:27) (Gordon Jenkins-Johnny Cash)
8 - Folsom Prison Blues (2:28) (Gordon Jenkins-Johnny Cash)
9 - Wide Open Road (2:34) (Johnny Cash)
10 - My Two Timin' Woman (1:56) (Clarence E, Snow)
11 - Cry, Cry, Cry (Extended Version) (3:03) (Johnny Cash)
12 - Rock And Roll Ruby (1:41) (Johnny Cash)

In late 1956 Cash scored his first pop hit with a track that would become the closing number at most of his concerts in the eighties and nineties. ''I Walk The Line'', recorded in April 1956, was a beautiful adult ''pledge of love'' and there is no doubt that it has become Cash's most famous song. To create the snare drum effect Cash put some paper between the strings of his guitar which, along with Luther's runs up and down the bass string, gave the song an hypnotic beat. The song needed no other embellishments as Sam Phillips pointed out years later, "Can you hear 'I Walk The Line' with a steel guitar''! The alternate version is very close to the master with just a slight lyrical change. There were rumours that alternate takes existed of the song performed at different tempos. A study of the remaining tapes reveals that this was not the case.

Cash recalled how the song came about in a 1980 interview. "While I was in the Air Force I had a Wilcox-Gay tape recorder. I was working the five-to-eleven shift one night, and I came in right after eleven and saw that someone had been fooling with my recorder, so I rewound it and punched the play button. Here was one of the strangest sounds I'd ever heard. At the beginning it sounded like someone saying ''Father''. It drove me crazy for about a year. I asked everybody I knew if they had fooled around with my tape recorder. I finally found out who did it. He put the tape on upside down and backward. All he was doing was strumming chords on the guitar, and at the end he said, 'Turn it off', which sounds like ''Father'' when it's backward. I never got that chord progression out of my mind''. During a tour with Carl Perkins he was fooling around with the chords and Perkins asked him what he was doing and said that Sam was always looking for something different and suggested he write a song using that chord progression. "We got to talking about our wives and guys running around on the road and so forth. I had a brand new baby and / said, 'Not me, buddy. I walk the line. ' Carl said, 'There's your song title'''. Apparently Cash wrote the song that night in about fifteen to twenty minutes.

13 - I Walk The Line (2:38) (Johnny Cash)

Recorded at the same session was Jimmie Rodgers' ''Brakeman's Blues''. It is an ideal song well suited to Cash's style but for some reason, following this short false start and incomplete take where it breaks down on the instrumental break, they did not continue to work on the track.

14 - Brakeman's Blues (Incomplete Take) (1:32) (Jimmie Rodgers)

It has often been said that Cash wrote ''Get Rhythm'' with Elvis Presley in mind and although Elvis would have made a good job of the song it would have been a shame if Cash hadn't recorded his own version, as it is one of his greatest performances. It is one of the few songs where Cash starts a song vocally rather than Luther playing a lead-in. We hear four versions with the first two sounding very similar although there are subtle differences, mainly in the backing and there is a slight lyrical change with Cash singing "He stopped just once to wipe the sweat away" instead of "He stopped once to wipe the sweat away''. The Tennessee Two are barely audible on the next take with just Cash and his acoustic guitar up front on the recording. This is more than likely a microphone test and was never intended for release. The final take has a very energetic performance from Cash but is let down by Luther's guitar solo on which he appears to hesitate on some notes.

15 - Get Rhythm (False Start & Complete Take (2:18) (Johnny Cash)
16 - Get Rhythm (2:13) (Johnny Cash)
17 - Get Rhythm (Microphone Test) (2:14) (Johnny Cash)
18 - Get Rhythm (2:13) (Johnny Cash)

On ''Train Of Love'' we find him following the theme first explored on ''Hey Porter'' and one that he would cover many times on singles and albums throughout his career. Of the two alternates featured here, the first is similar to the released take but it is the second that stands out. Taken at a slightly faster tempo there are noticeable differences in Luther's playing. He opens and closes the song with a totally different guitar figure and it leaves you wondering whose decision it was to abandon this style for the simpler work that featured on the released version.

With their popularity spreading most of their time was spent out on the road and it was hard to find time to go back to Memphis and record any new material. Between June 1956 and April 1957 they only managed two sessions and these only produced a couple of tracks.

19 - Train Of Love (2:17) (Johnny Cash)
20 - Train Of Love (2:36) (Johnny Cash)

''One More Ride'', like ''Brakeman's Blues'', is another incomplete take that falls apart. It is a mystery as to why they gave up on what would have been another song suited to Cash's style. It was the only song recorded at this session in October 1956. Fortunately Cash did return to the song during his early sessions for Columbia.

21 - One More Ride (Incomplete Take) (0:50) (Bob Nolan)

The Leon Payne composition ''I Love You Because'' had been recorded by Elvis Presley and Jerry Lee Lewis and it seemed inevitable that Cash would also turn his attention to the song. Like the previous session this only resulted in one song being recorded. On its release it was subjected to an overdubbed chorus that added nothing to the track and is possibly the worst overdub of any of Cash's recordings from this period. On this undubbed master you can hear more clearly the piano work which is credited to Jerry Lee Lewis although this cannot be confirmed.

22 - I Love You Because (2:25) (Leon Payne)

There are not many tapes left intact that contained every take of a particular song but this is the case with ''Don't Make Me Go'', recorded in April 1957 and issued as a single later that month. It is interesting to note that none of these eleven outtakes are like the released version, which featured some simple acoustic guitar work and a second guitar playing single note runs. Jimmy Van Eaton was also on hand and appears on some of these outtakes although they were destined to remain in the vaults. There are a number of false starts and incomplete versions which seem to prove that this was not an easy song for them to put down on tape.

23 - Don't Make Me Go (Incomplete Take) (1:38) (Johnny Cash)
24 - Don't Make Me Go (False Start) (0:18) (Johnny Cash)
25 - Don't Make Me Go (False Start & Complete Take) (2:51) (Johnny Cash)
26 - Don't Make Me Go (2:31) (Johnny Cash)
27 - Don't Make Me Go (2:34) (Johnny Cash)
28 - Don't Make Me Go (False Start) (0:42) (Johnny Cash)
29 - Don't Make Me Go (2:27) (Johnny Cash)
30 - Don't Make Me Go (2:39) (Johnny Cash)
31 - Don't Make Me Go (2:33) (Johnny Cash)
32 - Don't Make Me Go (2:49) (Johnny Cash)
33 - Don't Make Me Go (2:28) (Johnny Cash)

Disc 2 Contains

On July 1 , 1957 Cash was back in the studio and recorded two songs that would make up the next single. ''Home Of The Blues'' was inspired by Cash's favourite Memphis record store on Beale Street, and it was the first time he wasn't the sole writer of his material. Luther opens the song with a guitar intro that goes from one end of the scale to the other. There is a short false start where Perkins misses a note and is followed by the undubbed master.

1 - Home Of The Blues (False Start & Undubbed Master) (1:59) (Johnny Cash-Glenn Douglas-Lilly McAlpin)

''Give My Love To Rose'' was a departure from almost anything recorded previously and is a well-crafted performance. It covered a theme that Cash would return to time and time again throughout his career, prisons and prisoners. There are differences between the three takes featured here and the released version. Luther attempts a syncopated rhythm with a continuous guitar figure that he seems to struggle to keep up throughout the song and the slowed down ending is missing from these takes and had yet to be perfected. ''Home Of The Blues'' and ''Give My Love To Rose'' were issued as a single and reached a respectable number 5 on the country charts.

2 - Give My Love To Rose (2:46) (Johnny Cash)
3 - Give My Love To Rose (2:39) (Johnny Cash)
4 - Give My Love To Rose (False Start & Complete Take) (3:08) (Johnny Cash)

In August 1957 Cash recorded both ''Country Boy'''and ''Leave That Junk Alone'' as demos. Both tracks find Cash accompanied by just his own acoustic guitar and they could be seen as a run-through of material he was considering for inclusion on his forthcoming debut album. You can only wonder why ''Leave That Junk Alone'' was passed over so many times when Sun were looking for new material to put out after Cash left the label. Despite only being a demo it is a strong song and surprising that Cash never returned to it later in his career.

5 - Country Boy (1:46) (Johnny Cash)
6 - Leave That Junk Alone (1:26) (Johnny Cash)

Cash was heavily influenced by the music of Jimmie Skinner and he recorded ''Doin' My Time'' a hit for Skinner back in the late 1940s. Covering two of Cash's favourite themes trains and prisons, it was an ideal choice of material for him to record. The released version was used as the closing track on Cash's only album released by Sun during his time with the label, although they would go on to release a further six albums after he signed with Columbia. In fact ''With His Hot And Blue Guitar'', released in September 1957 , has the distinction of being the first album issued on the Sun Records label.

7 - Doin' My Time (2:25) (Jimmie Skinner)

At this same session Cash turned his attention to recording ''Country Boy'' with the rest of his band and his earlier work on the song paid off as he turned in a perfect country song that pays tribute to the life of a rural country boy. The alternate version featured here is almost as good as the released version.

The legendary Hank Williams often ended his live shows with the line "If the good Lord's willing and the creeks don't rise, we'll see y'all again real soon'', and this was probably the inspiration behind the Jerry Reed composition ''If The Good Lord's Willing''. Maybe he was thinking of Hank Williams during this session as he turned his attention to the excellent ''I Heard That Lonesome Whistle Blow''. Three false starts are followed by an alternate version of the song.

8 - Country Boy (1:47) (Johnny Cash)
9 - If The Good Lord's Willing (1:43) (Jerry Reed)
10 - I Heard That Lonesome Whisle Blow (False Start) (0:41) (Hank Williams-Jimmie Davis)
11 - I Heard That Lonesome Whisle Blow (2:21) (Hank Williams-Jimmie Davis)

The final track recorded on this day was a song that they had auditioned for Sam back in 1954 when they were trying to get a deal with the label. ''I Was There When It Happened'' featured Luther and Marshall providing backing vocals and repeating some phrases in reply to Cash. This version is almost identical to the released version although the backing vocals appear to be more prominent. It was one of the few gospel songs that Cash recorded for Sun and based on this it is a shame that he wasn't given the chance to pursue his desire to record gospel music further.

Although there are conflicting dates Jack Clement took over as Cash's producer sometime in early 1957. "Sam was getting tired of running the board all the time. I was his first full-time assistant. He 'd been strapped to that board for years and I came along and he seemed to like what I was doing. We agreed on most things although we didn't have to agree, he was the boss. I cut tapes and if he liked them he would put them out. Johnny Cash and I were getting along and so one day he let me start working with John. I guess he was busy one day and let me work with him. One of the first things we cut was 'Home Of The Blues''.

He has fond memories of working with Cash. "Johnny Cash was wonderful to work with. I guess he is my all-time favourite. He loved music and he had a lot of energy for it, took it very seriously but he had this great sense of humour. An ideal combination. We were about the same age and we just liked the same stuff. I'd feel tree to play him oddball stuff that nobody else would go for, things like ''Ballad Of A Teenage Queen''.

Cash was riding high at this stage of his career but a situation was about to arise that would cause bitterness and resentment between Cash and Sam Phillips. In August 1957 Cash played the Town Hall Party show out on the West Coast and after the show he was approached by Don Law, who was working for Columbia Records. He asked Cash if he wanted to join the label after his contract with Sun had expired. Cash still had a full year to run on his contract but indicated to Law that he was interested in joining the label. Negotiations continued over the following few months and the news leaked out to Phillips through his distributors. Angered by this he approached Bob Neal whose company Stars, Inc, were booking Cash's concerts, at first denied that there was any commitment between Cash and Columbia. However, in early 1958 Sam had a showdown with both Cash and Neal where he just looked Cash in the eye and asked, "I understand that you have signed an option to go to another label at the expiration of your contract with Sun. I want you to look me straight in the eyes and tell me, have you or have you not''? Phillips knew as soon as he opened his mouth that he was lying. Understandably Phillips was hurt and felt betrayed and despite offering to match Columbia's offer Cash's mind was made up.

Jack Clement recalled this period during an interview with me in 2004. "It did surprise me but he didn't just leave, we knew about it eight months or so before he left. It surprised me, because of all the people at Sun Records Sam seemed to admire Johnny Cash the most. He would always tell me how great Johnny was and the authority he had in his voice, when he sang he got people's attention. Just a powerful thing. He talked about how easy he was to work with. How he would go out on the road and write some songs, work them up with the Tennessee Two and come in and record them. He really admired Johnny Cash, he was his fair- haired boy actually. I think what happened Jerry Lee Lewis came along and John's sales were dropping, still very good, but he wasn't selling millions at that time, until ''Teenage Queen''. Jerry Lee Lewis was taking off and Sam was putting all his energies into him. That was one of Sam's weaknesses, that he couldn't really concentrate on more than one artist at a time. There is something to be said for that. Johnny Cash came by one day and wanted to go next door to Taylor's Restaurant and talk to Sam. He was busy talking to distributors and didn't put him off but he was busy. Sam probably thought Johnny Cash would understand that and didn't think much about it. But I think that little incident, maybe, is what sparked him leaving. And of course by this time he was selling lots of records and getting offers from people in Nashville, people who wanted to manage him and sign him to labels. He went over and signed with Columbia before his contract was up with Sun. It wouldn't go into effect until his contract was over with Sun but in other words he didn't give Sam a chance to bid on it''.

There were many reasons that Cash wanted to leave Sun Records. Obviously the lure of a major label was something he couldn't ignore and would be seen as finally 'making it' in the music business. Columbia had also promised Cash that he could record a gospel album, something that Phillips had consistently refused to do. From a financial point of view Columbia would also be offering a better royalty deal.

"I remember another thing, Sam was paying people three percent which was honorable but not all that great. It was a starting royalty and Cash was wanting four percent to resign and Sam argued about it. Well I know Sam would have given him the four percent, certainly he would. But Cash felt he didn't need to argue about it, he had these people in Nashville wanting to sign him, so he signed. Finally they agreed that John would come in and sing a certain number of songs before he left. I had to talk John into coming in and cutting them songs, unwillingly. John 's heart wasn't really into recording that bunch of songs. I got everything out of him I could. Some of them were pretty good and some of them were not so hot, but that was my job. We got that done and he left''.

With a new label on the horizon it was obvious that Cash would keep his best songs for later and Phillips was determined that he would get enough new material to last for the next few years and wrote to Cash. He recalled this in an interview with Bill Flanagan In 1988. "It was a letter (saying) that I would go into the studio on such and such a day and record a certain number of songs. That really rankled me and I refused to do it. Then Jack Clement called me and said, 'My job is on the line. I'm supposed to produce you. I think you have to do it. You owe Sam some sessions. 'I said, 'I'm not going to sing anything I don't like'. He said, 'Come in. We'll go over songs and find ones you like. ' So, I like the songs but what I hated was that they overdubbed the vocal group on some of them. I hated that sound''!

12 - I Was There When It Happened (2:17) (Jimmie Davis-R.D. Jones)

Inspired by an article he had read that was headed ''Johnny Cash has the Big River Blues in his voice'', ''Big River'' is a classic performance and one of Cash's greatest achievements as a songwriter. From the opening "I taught the weeping willow how to cry" and lines like "cavortin' in Davenport", Cash was on top form lyrically. This outtake from November 1957, which is preceded by two false starts, is very rough but has its own charm. The Tennessee Two are aided by Jack Clement who plays the prominent acoustic guitar. It also features the extra verse, that starts with "Now I rode into Natchez the next day down the river", that was dropped, probably due to timing, on the released version. Cash's handwritten lyrics have the comment "It's the only verse I could possibly drop without losing my story. Everytime I sing 'Big River' without it my heart goes out to Natchez, and my right foot goes out to Jack Clement''.

Although ''Big River'' was one of his own compositions Cash had refused to supply any more new songs for the sessions preferring to keep his best material back for the first session with his new label. It was down to Jack Clement to source some new songs.

13 - Big River (False Start & Complete Take) (3:43) (Johnny Cash)

Around this time Clement had started to experiment with the sound in an attempt to give the material a more commercial, pop-orientated feel. As well as playing acoustic guitar on some of the tracks he added piano, drums and a vocal chorus to certain tracks, including ''Ballad Of A Teenage Queen''. Clement recalled the song, "I wrote 'Ballad Of A Teenage Queen' for me to sing myself and actually did a tape, it was going to be a record and Sam was going to put it out. It was like a Johnny Cash record, it had a vocal group on it and all those answer part. John came in and I played it for him and he loved it and wanted to record it which kinda surprised me. I would play him stuff not necessarily to record just because he might enjoy it. I always did that and he always did it for me and you'd be amazed at the songs Johnny Cash would sing that he never recorded like ''The Whiffenpoof Song'', a bunch of Ink Spots songs, Mills Brothers songs and we'd sing a lot of that stuff together through the years. He liked to be entertained and he liked something funny and ''Ballad Of A Teenage Queen'' was kinda funny, it was silly, it was a total fairytale. Sam hated it. He told me one time, a month or so before it was released, the more he listened to that the more he didn't like it. Everybody around the studio liked it and Miss Taylor next door, and her daughter Rosemary liked it and Sam put it out and of course it was a big hit. But he never did like it''.

''Ballad Of A Teenage Queen'' and ''Big River'' were paired up for single release in December 1957 and would give Cash his first number one hit on the country charts. ''Billboard'' had nothing but praise for his new single and this undoubtedly helped the single reach the top spot. "This is the most poppish try for Cash in a while. ''Teenage Queen'' tells a cute story that can appeal to teens, and the artist's approach is highly attractive. Flip ''Big River'', has more of a traditional country and western flavour, but the rhythmic presentation can also appeal in pop mans. A dual-market contender".

Many consider ''Ballad Of A Teenage Queen'', with its teen based story and sugary lyrics as the worst song he recorded for Sun. However, it could have been far worse if some of the lyrics like, "She was queen of the senior prom, She could cook just like her mom" hadn't been dropped.

Following the release of ''Ballad Of A Teenage Queen'' Cash was in Canada working a fifteen-date tour, During the tour a contest was held at each city to find the local ''Teenage Queen''. At each location on the tour Cash would make local radio and TV appearances followed by a record signing at a local record outlet. During the signing a name would be drawn out and the winner in each city would be announced at that evening's concert. Just before the evening concert in Saskatoon the winner unfortunately died and the runner-up was crowned. The runner-up, Joni Mitchell, went on to become a successful singer/songwriter in her own right.

Recorded at the same session as ''Big River'' and ''Ballad Of A Teenage Queen'' the Huddie Ledbetter/John Lomax composition ''Goodnight Irene'' was an effective track featuring an intimate vocal from Cash. In a rare moment Luther puts his electric guitar to one side and plays lead acoustic.

In April 1958 Cash was back in the studio and recorded three songs. Jack Clement's ''Guess Things Happen That Way'', his own composition ''Come In Stranger'' and the Don Gibson hit ''Oh Lonesome Me''. When issued as a single ''Guess Things Happen That Way'' was overdubbed with a vocal chorus but here we get to listen to a couple of alternate takes that feature a different vocal backing style, as well as the original undubbed master. ''Oh Lonesome Me'' is presented here without the overdubbed piano and vocal chorus that were added for the single.

Talking about the follow-up to ''Ballad Of A Teenage Queen'' Jack Clement said, "I wanted to do a follow-up but I wasn't thinking about Johnny Cash again when I wrote ''Guess Things Happen That Way'' I was thinking more like Dean Martin or somebody. My role model for that song was ''Memories Are Made Of This'' and I heard the song as a sod of rumba rhythm. Anyway Johnny Cash came in and did it his way and I loved it. Then we got a vocal group in there. We had this barbershop quartet named The Confederates and a girl singer. And Wally, the bass singer, started singing ba-do ba-do, ba-do ba-do" and I said let's do that. So we did it and I wasn't sure if Johnny Cash was gonna like that. So I hurried up and got the record pressed before he got back to town, but I think he liked it. I think Sam even liked that one''.

''Ballad Of A Teenage Queen'' and ''Guess Things Happen That Way'' became their biggest hits on Sun. Shifting well over 300,000 copies each within a few months of release both songs hit the top spot on the country charts and also reached the pop charts.

14 - Ballad Of A Teenage Queen (2:23) (Jack Clement)
15 - Ballad Of A Teenage Queen (2:12) (Jack Clement)
16 - Goodnight Irene (2:38) (Huddie Ledbetter-John Lomax)
17 - Come In Stranger (2:00) (Johnny Cash)
18 - Guess Things Happen That Way (Undubbed Master) (1:55) (Jack Clement)
19 - Guess Things Happen That Way (Alternate Vocal Overdub) (1:57) (Jack Clement)
20 - Guess Things Happen That Way (Alternate Vocal Overdub) (1:51) (Jack Clement)
21 - Oh Lonesome Me (Undubbed Master) (2:28) (Don Gipson)

More sessions were held in May and July 1958 to work off Cash's commitments to the label. Three sessions on 15 May 1958 resulted in eleven masters being recorded including five from the pen of a country music legend.

The alternate version of ''Sugartime'' benefits from the lack of vocal overdubs as does the undubbed master of ''Born To Lose'' which is preceded by a couple of false starts. ''You're The Nearest Thing To Heaven'', the final song taped at the first session, is also minus the vocal overdubs but does feature a double-tracked bass vocal by Cash. This wasn't the first time this had been done as it was used to good effect on ''Port Of Lonely Hearts'' recorded a few years earlier.

22 - Sugartime (1:43) (Charlie Phillips-Odis Echols)
23 - Born To Lose (Incomplete Take) (1:12) (Frankie Brown)
24 - Born To Lose (False Start) (0:20) (Frankie Brown)
25 - Born To Lose (Undubbed Master) (2:08) (Frankie Brown)
26 - You're The Nearest Thing To Heaven (2:36) (Johnny Cash-Hoyt Johnson-Jimmy Atkins)

The second session produced ''The Story Of A Broken Heart'', a song that Sam Phillips felt was ideal for Cash. We have included all the studio chat and false starts that exist and it shows how the song changed tempo before release. You can hear Cash, Clement and Phillips discussing the tempo.

27 - The Story Of A Broken Heart (False Start) (0:50) (Sam Phillips)
28 - The Story Of A Broken Heart (Complete Take & False Start) (6:04) (Sam Phillips)

Other than the released version of ''Always Alone'' there only remains a few incomplete takes of the song all of which are included here. None of these get past the instrumental break. Luther seems unable to concentrate, playing in the wrong key, which obviously frustrates Cash. He can be heard admonishing Luther with the word "What are you doing Luther? What're you doing? Key of A, please, key of A''.

29 - Always Alone (False Start & Incomplete Take) (1:32) (Ted Daffan)
30 - Always Alone (Incomplete Take) (1:09) (Ted Daffan)
31 - Always Alone (Incomplete Take) (1:10) (Ted Daffan)

There are no surviving alternate takes of ''You Tell Me'' and these two very short false starts are all that remain. The issued version, which is included due to the lack of any complete outtakes, is not a bad performance but the incredibly short running time of just 1 minute 16 seconds is the most likely reason for it not being released as a single or why no further overdubs were added.

Wanting to keep his best material Cash would cover other artists' material during these sessions and at the final session on 15 May he recorded five songs from the Hank Williams songbook. Four of these, ''I Could Never Be Ashamed Of You'', ''You Win Again'', ''I Can't Help It (If I'm Still In Love With You)'' and ''Hey Good Lookin''' were all issued on the 1958 release ''Johnny Cash Sings Hank Williams''. For that release they were subject to unnecessary overdubs including piano, drums and vocal chorus from the Gene Lowery Singers which, along with added echo, added little to the basic recordings.

Jack Clement, speaking in 2004, remembered these sessions. "One day we were trying to get some songs and he was in a hurry and there was this Hank Williams songbook on top of the playback speaker out in the studio and I said sing me five Hank Williams songs real quick. Just you and the boys and I'll keep the band real low and you sing them and I'll get some people later to fix the music. I said we could do them in forty-five minutes so that's what we did. And he cut these five songs and I kept Luther and Marshal back cause they weren't that quick at learning songs. I just wanted to get them down and I figured I'd get some other guys in later and fix up the music. That's exactly what I did. We couldn't erase the band we had to keep it and add stuff to it. They weren't the greatest things but they weren't that bad''.

They are presented here in two different versions. With the additional instruments and echo, but no vocal overdubs and also ''dry'' with no echo or overdubs. We have also included some studio chat and false starts preceding some of the songs.

32 - You Tell Me (False Start) (0:06) (Roy Orbison)
33 - You Tell Me (False Start) (0:26) (Roy Orbison)
34 - You Tell Me (Master) (1:16) (Roy Orbison)
35 - You Win Again (2:16) (Hank Williams)
36- You Win Again (False Start & Undubbed Master) (2:45) (Hank Williams)
37 - I Could Never Be Ashamed Of You (2:11) (Hank Williams)
38 - I Could Never Be Ashamed Of You (Undubbed Master) (2:11) (Hank Williams)
39 - Hey Good Lookin' (1:40) (Hank Williams)
40 - Hey Good Lookin' (Undubbed Master) (1:40) (Hank Williams)

Disc 3 Contains

1 - I Can't Help It (1:44) (Hank Williams)
2 - I Can't Help It (Undubbed Master) (1:44) (Hank Williams)

A fifth track, ''Cold Cold Heart'' was also recorded but did not make it onto the ''Sings Hank Williams'' EP and it was several years before it finally gained a release. It would suffer the same fate as the other Hank Williams tracks with similar overdubs and, like the other four tracks, is included here in its 'dry' format.

3 - Cold, Cold Heart (2:19) (Hank Williams)
4 - Cold, Cold, Heart (2:18) (Hank Williams)

Recorded on May 28 ''Katy Too'', with its story of playing the field, deserved a better fate than to be relegated to the b-side when issued as a single. This is an up-tempo number that Cash handles magnificently. The three complete takes featured hardly differ showing that this was a song they were comfortable with well before they started recording.

5 - Katy Too (False Start) (0:14) (Jack Clement-Johnny Cash)
6 - Katy Too (2:00) (Jack Clement-Johnny Cash)
7 - Katy Too (1:54) (Jack Clement-Johnny Cash)
8 - Katy Too (1:55) (Jack Clement-Johnny Cash)

Cash's penultimate session for Sun, on 10 July 1958, resulted in three masters being recorded. ''The Ways Of A Woman In Love'' was the first of three songs composed by Charlie Rich that Cash would record during the last few months of his time with Sun Records. This alternate is boosted by a more rhythmic beat from the drummer and has a couple of noticeable lyric changes. On the released version the line "friends come by to pick you up" replaced "the girls come by to pick you up" and possibly in an effort to tame the song down the line "the guy who's got you in a spin" replaced this versions ''the guy who 's got you all worked up".

9 - The Ways Of A Woman In Love (2:25) (Charlie Rich-Bill Justis)

Documentation from the American Federation of Music shows a comment from Sam Phillips that ''Fools Hall Of Fame'' should never be released. It is unclear why he would make such a comment although it is possible that it has more to do with publishing rights than Cash's actual performance. The outtakes presented here do not include the guitar overdub which was added much later. Cash must have liked the song as he recorded it again for Columbia the week after he joined the label.

10 - Fools Hall Of Fame (2:24) (Danny Wolfe)
11 - Fools Hall Of Fame (False Start & Complete Take) (2:30) (Danny Wolfe)

With his recording of Charlie Rich's ''Thanks A Lot'' we get to hear how the song came together. This set includes eleven takes, not all complete, that includes various attempts at the original undubbed recording, further attempts at overdubbing the vocal chorus and some studio antics with the chorus working on some unused different endings to the song. Also included is the undubbed master. Cash may have been uninterested at this stage of his career with Sun Records but it certainly doesn't show as his commitment to producing good quality material is evident.

Cash's final session for Sun Records took place on July 17, 1958 and during two three-hour sessions he recorded four songs that, on their release, would all have a vocal chorus added. On this set we get to hear these songs how they were originally recorded - just Cash, Luther and Marshall along with Jimmy Van Eaton on drums and Charlie Rich playing piano. When Cash recorded these last few songs he probably hoped that they would never see the light of day and was probably upset to find 'new' Sun singles being released around the same time as his own material for Columbia was being issued.

12 - Thanks A Lot (2:41) (Charlie Rich)
13 - Thanks A Lot (False Start) (0:26) (Charlie Rich)
14 - Thanks A Lot (2:37) (Charlie Rich)
15 - Thanks A Lot (2:54) (Charlie Rich)
16 - Thanks A Lot (Undubbed Master) (2:36) (Charlie Rich)
17 - Thanks A Lot (Vocal Overdub) (2:34) (Charlie Rich)
18 - Thanks A Lot (Vocal Overdub) (2:33) (Charlie Rich)
19 - Thanks A Lot (Vocal Overdub Ending Only) (0:17) (Charlie Rich)
20 - Thanks A Lot (Vocal Overdub Ending Only) (0:31) (Charlie Rich)
21 - Thanks A Lot (Vocal Overdub Ending Only) (0:34) (Charlie Rich)
22 - Thanks A Lot (Vocal Overdub Ending Only) (0:14) (Charlie Rich)

Jack Clement's ''It's Just About Time'' is dominated by piano and on the released version features an overdubbed chorus which added little to the recording. The various undubbed versions show how well crafted the song was. It was considered good enough to release, along with ''I Just Thought You'd Like To Know'', as a single and just scraped into the top thirty on the country charts.

23 - It's Just About Time (Incomplete Take) (1:07) (Jack Clement)
24 - It's Just About Time (2:05) (Jack Clement)
25 - It's Just About Time (2:04) (Jack Clement)
26 - It's Just About Time (2:04) (Jack Clement)
27 - It's Just About Time (Incomplete Take) (1:37) (Jack Clement)
28 - It's Just About Time (2:06) (Jack Clement)

''I Forgot To Remember To Forget'' is a song that had previously been recorded by Elvis Presley and would go on to be covered by many more artists. Cash's version features some great piano work and, after Elvis, is probably the best version of this Stan Kesler/CharIie Feathers composition. Along with two complete alternate versions which are close to the released master we also get to hear an early aborted take followed by a brief false start.

29 - I Forgot To Remember To Forget (Incomplete Take) (1:17) (Stan Kesler-Charlie Feathers)
30 - I Forgot To Remember To Forget (False Start) (0:17) (Stan Kesler-Charlie Feathers)
31 - I Forgot To Remember To Forget (2:08) (Stan Kesler-Charlie F(Stan Kesler-Charlie Feathers)eathers)
32 - I Forgot To Remember To Forget (2:04) 

A second Rich composition was also attempted during the final two sessions. ''I Just Thought You'd Like To Know'' is a medium tempo number which stands up well with the material he was recording at this time. Jimmy Wilson plays piano on the track and it has all the hallmarks of other Charlie Rich material like ''I'll Make It All Up To You''. Once again all of the alternate takes are minus the chorus which was overdubbed before release.

33 - I Just Thought You'd Like To Know (Incomplete Take) (1:26) (Charlie Rich)
34 - I Just Thought You'd Like To Know (2:20) (Charlie Rich)
35 - I Just Thought You'd Like To Know (Incomplete Take) (0:53) (Charlie Rich)
36 - I Just Thought You'd Like To Know (2:20) (Charlie Rich)

''Down The Street To 301'' was the last song Cash recorded for Sun and was not the best song to end his short career with the label. Written by Jack Clement it followed a similar theme to ''Ballad Of A Teenage Queen'' whilst not being in the same class as that particular track. The two takes, and false start, featured here are attempts at adding piano and there are noticeable differences in the style of playing and tempo of each version. They certainly benefit from the lack of the sugary vocal overdubs that ruined the released version.

Following Cash's departure from Sun Records, and his signing to Columbia, in August 1958 Sun continued to release material, much of it stockpiled from the series of sessions held in late 1957, early 1958. Between November 1958 and November 1964 they issued six long play albums and several singles.

Seven days after his last session for Sun, Cash was in Nashville at the Bradley Barn Film & Recording Studio laying down his first recordings for his new label.

37 - Down The Street To 301 (2:04) (Jack Clement)
38 - Down The Street To 301 (False Start & Complete Take) (2:11) (Jack Clement)

© Original Sun Recordings, licensed from Sun Entertainment, Inc.

- Peter Lewry editor: Johnny Cash - The Man in Black

Liner notes from ''Johnny Cash: The Sun Years'' - Martin Hawkins & Colin Escott (CDSUNBOX5)
Liner notes from ''Man In Black 1954-1958'' - Colin Escott (Bear Family Records BCD 15517)
''A Johnny Cash Chronicle - I've Been Everywhere'' - Peter Lewry (Helter Skelter, 2001)
''Another Song To Sing'' - John L. Smith (Scarecrow Press, 1999)
''The Johnny Cash Discography 1984 - 1993'' - John L. Smith (Greenwood Press, 1994)
''Top Country Singles 1944 - 1988'' - Joel Whitburn (Record Research, 1988)
''Johnny Cash: American'' - Bill Flanagan (''Musician'' , May 1988)
Jack Clement interviewed by Peter Lewry, (''The Man In Black'' fanzine, December 2004)

For Biography of Johnny Cash see: > The Sun Biographies <
Johnny Cash's Sun recordings can be heard on his playlist from 706 Union Avenue Sessions on > YouTube <


© 2010 Bear Family Records (CD) 500/200 rpm BCD 17122 (1-2) mono digital

2 Compact disc boxed set. A Bear Family Special product. Photo of original Scotch tape pressed on disc. The set contains outtakes of every one of Billy Riley's Sun singles. 78 tracks with studio chatter and previously unreleased recordings. It includes a lavishly illustrated booklet with previously unpublished photos, revised and expanded Sun discography and track-by-track commentaries, a fascinating behind-the-scenes look at recording in the Sun studio during the 1950s. The most complete and detailed look at Billy Riley's Sun career. This unprecedented boxed set brings together virtually every Billy Riley outtake of the 12 sides originally released by the Sun label in the 1950s. It offers the deepest look yet at Billy Riley's recording activity in the historic Memphis studio. This boxed set also includes a lavishly illustrated booklet featuring never-before seen photos of Riley at work in the studio and on tour with his backup group, the Little Green Men. It also includes a revised and expanded Sun discography, detailed track-by-track commentaries, and new interview material by Sun historian Hank Davis. Its 78 tracks include revealing studio chatter and offer a deep, behind-the- scenes look at life in the Sun studio. The booklet also features detailed session file information by Colin Escott, Martin Hawkins, Scott Parker, Hank Davis and Richard Weize.

Billy Riley will need no introduction to buyers of this Box Set. The numerous 'Sun's Greatest Hits' or '50s rockabilly packages may serve as a general introduction to Riley's work, but the collection in your hands right now constitutes 'deep Sun vault' by any reckoning. This is stuff for collectors and fans who want more than just another fix of Riley's best known titles.

The truth is, Billy Riley never had anything resembling a hit - 'greatest' or otherwise. Chalk it up to one more injustice in the record business. At his considerable best, Billy Riley was making records for the Sun label that deserved the status of national hits. 'Top Ten' or not, Riley's music had a strong impact on many people. Years later, Bob Dylan publicly proclaimed Riley as "My hero in the music business.

Fortunately, Billy Riley lived long enough to bask in some of that glow. He deserved a lot more of the acclaim, the attention, and the money - not to mention everything -else that rained down on rock's biggest stars from the Fabulous 50s. But he never found anything like it. He coped with it about as well as anyone might have under the circumstances - which is to say, fine on most days, with occasional flare-ups that went duly noted by journalists and historians. You can read all about those days on-line or in Rob Bowman and Ross Johnson's book that accompanies Bear Family's set of Riley's recordings of the era (BCD 15444).

We're not going to retell those stories here, or retread the ground that Bowman and Johnson covered so well. Instead, we're going to dig more deeply into the music. For every Red Hot or Flying Saucer Rock And Roll released to the public, there were five or ten unissued versions that give some perspective into the the energy and ideas that went into creating them. False starts, aborted takes, and inferior completed takes. Most of them are finally here in one place. Put them together with BCD 15444 and you've got about as deep a look at vintage Billy Riley as we are likely ever to see.

Discography. Completing a flawless Billy Riley discography is a nearly hopeless task. It isn't that Riley was more elusive than his fellow Sun artists. It's that Sun didn't keep accurate records. Union logs were reluctantly and inconsistently filed. Although today's historians take Sun Records very seriously, Sun was never run with an eye towards history. The music we know and and atmire was often created under spontaneous and informal conditions that are the kind of events that give nightmares to historians. Piecing together fragments long after the fact can be a thankless task performed against insurmountable odds. For example, a single Sun tape reel may contain takes from different sessions held days, weeks or months apart.

We owe an enormous debt of thanks to discographers who have previously attempted this job, but not surprisingly their results are incomplete and occasionally inaccurate. In fact, this collection contains more alt takes than the 1987 Escott/Hawkins discography even lists: a credit to the persistence of Sun archaeologists. Even setting aside the original session information, there's the additional problem that Billy Riley's music appears on approximately 200 LPs and CDs as of this writing. These collections were issued in Europe, Asia and North America, often in limited press runs. Riley left numerous alt takes in the Sun vaults. To say that this one first appeared on Charly CDX 9 or AVI 5007 or P-Vine 318 or Bopcat 100 is speculative at best. What the Escott & Hawkins discography refers to as alt-I may have a different designation elsewhere. As we learned the hard way, making clear distinctions between alt takes of, say, Red Hot or Got The Water Boiling can be grueling work involving painstaking comparisons. It is unlikely such comparisons were often made and, without them, we can only guess at which alts appeared where.

We have created a careful and thorough discussion of Billy Riley alt takes. We have coordinated it with Bear Family's 2-CD set of Riley's 'Classic Recordings' (BCD 15444 BH). Taken together, the two sets provide almost all of what Billy Riley recorded at Sun, organized in a way that makes comparison and cross-referencing about as easy as it's likely to get.

Sam Phillips, and Jack Clement, Jack Clement, Billy Riley
Re-Issue Producer
Hank Davis and Scott Parker
Tape Transfer
James Stewart
Tape Comparison and Compilation
Hank Davis and Scott Parker
Jurgen Christian Zwarg
Liner Notes/ Music Commentary
Hank Davis and Scott Parker
Colin Escott, Martin Hawkins, Scott Parker,
Hank Davis, and Richard Weize
Photos and Illustrations
R.A. Andreas, Joyce Riley and Martin Willis
Riley and Dylan Photo
Karen Pulfer Focht
Thanks to
Roland Janes, James Stewart, and Martin Willis
Special thanks to
Phillip Martin and Joyce Riley

Disc 1 Contains

Rock With Me Baby

The top side of Riley's first Sun record, and a gem. This one comes pretty close to defining what rockabilly is all about. It's tense, edgy, sexy and driving. This is not mindless, teen dance music. It can send shivers down your spine. There's not a wasted note here. The vocal is perfect. The band work is stellar - not overly complex, but perfectly orchestrated. When the guitar solos take off, you just have to stand back. Those beautiful single-stroke drum rolls by Johnny Bernero let you know when to take cover as the two guitars - played by Ruble Shaw and Roland Janes - just soar. One slides into the chord while the second hits just the right notes to maintain that bluesy countryish feel. Some critics tell you that real rockabilly needs a stand-up bass the kind used to slap behind Elvis back in 1954. If that's true, then this double dose of rockabilly drive. One slap bass was played by Slim Wallace the second by Jan Ledbetter.

Three alternates and four false starts grace this collection. you a sense of what this session was all about. If sequencing on the original tape reel is to be believed, alternate 2 and alternate 3 were recorded after the released version. This leaves us to wonder why they didn't stop once they had nailed the version we've known and loved for so long. They kept on trying different approaches - including a noticeably slower tempo - and only made the final decision to go with 2 session was over.

''Rock With Me Baby'' was recorded at the studios of WMPS. Sadly, having explored every inch of Billy Riley recording tape known to exist at Sun, it seems that second title from this session - the countryish ''Think Before You Go'' - is irretrievably lost.

1 - Rock With Me Baby False Start 1) (0:29) (Billy Riley-Ronald Wallace-Jack Clement)
2 - Rock With Me Baby (Alternate Take 1) (2:15) (Billy Riley-Ronald Wallace-Jack Clement)
3 - Rock With Me Baby (False Start 2) (0:14) (Billy Riley-Ronald Wallace-Jack Clement)
4 - Rock With Me Baby (Alternate Take 2) (2:14) (Billy Riley-Ronald Wallace-Jack Clement)
5 - Rock With Me Baby(False Start 3) (0:16) (Billy Riley-Ronald Wallace-Jack Clement)
6 - Rock With Me Baby (False Start 4) (0:15) (Billy Riley-Ronald Wallace-Jack Clement)
7 - Rock With Me Baby (Alternate Take 2) (2:15) (Billy Riley-Ronald Wallace-Jack Clement)

1-7 Recorded Early 1956 at WMPS Studio, Memphis, Tennessee
Billy Riley (vocal and acoustic guitar), Roland Janes (guitar), Ruble Shaw (guitar),
Slim Wallace (bass), Jan Ledbetter (bass), Jimmy M. Van Eaton (drums)
Producer – Jack Clement

Trouble Bound

According to Roland Janes, once Sam Phillips decided to release ''Rock With Me Baby'' he wanted a flipside that came closer to the rock music that was selling around Memphis at the time. Putting the tapes for ''Think Before You Go'' aside, he turned Jack Clement loose in the studio at 706 Union Avenue to come up with a second recording. The result was this classic side.

Good luck finding a category for this music. Country? Blues? Rockabilly? It's hybrid music at finest. The beat is incessant. The sound is bluesy. The vocal is vaguely country. Just when you think you've got the arrangement figured out, it does something to confound you. The vocal is backed by a driving shuffle beat, courtesy of drummer Johnny Bernero. But don't get too comfortable with it. All of a sudden, it turns into a hard 4/4 backbeat during the instrumental solos. And the guitar fills around Riley's vocal are also hard to pin down. Everything is bluesy enough so you'll expect some flatted 7s chords (flatted 7s are the heart of the blues. You may not know them by name, but you'd recognize them in a heartbeat). Instead the fills consist largely of 6s, which don't sound very bluesy, and undercut some of the tension in the song. Listen far them, for example, after lines like "Drinkin' wine together..." or "Laughin' and having fin...".

This track features Riley on that prominently miked rhythm guitar, with Roland Janes on lead guitar. We've found three alternates and a false start. They're not massively different, but if you listen closely, you'll hear the differences. They show up in the singing and playing. There's always the possibility in situations like these that you'll hear an alt take and think, "Why wasn't that one released? I like it better''. There seems little chance of that happening here.

8 - Trouble Bound (Alternate Take 1) (2:46) (Billy Riley-Ronald Wallace-Jack Clement)
9 - Trouble Bound (Alternate Take 2) (2:47) (Billy Riley-Ronald Wallace-Jack Clement)
10 - Trouble Bound (False Start 1) (0:24) (Billy Riley-Ronald Wallace-Jack Clement)
11 - Trouble Bound (Alternate Take 3) (2:45) (Billy Riley-Ronald Wallace-Jack Clement)

8-11 Recorded Early 1956 at Fernwood Studio, 158 Fernwood Drive, Memphis, Tennessee
or Sun Recording Studio, 706 Union Avenue, Memphis, Tennessee
Billy Riley (vocal and guitar), Roland Janes (guitar),
Slim Wallace (bass), Johnny Bernero (drums)
Producer - Jack Clement

Flying Saucer Rock And Roll

Guitarist Roland Janes confirms that he brought Indiana-born songwriter Ray Scott over to Riley's house so they could go through Ray's material and come up with a follow-up to ''Trouble Bound''. "We went through everything Ray had and the only one we took was ''Flying Saucer Rock And Roll''. ' But it was a good one''.

Scott was no stranger to the Sun studio but fancied himself as more of a songwriter than a recording artist. Nevertheless, his several vintage recordings are sought today by collectors. Two of his demos for Sun appeared on Bear Family's That'll Flat Git It (Sun) - Volume 17 (BCD 16405 AH).

If you listen closely to these ''Flying Saucer'' alternates, you'll hear an obvious separation between two different sessions. Alternate Takes 1-6 were recorded before session pianist Jerry Lee Lewis joined on, and so the sound changes appreciably starting with alternate take 7. But along with that there's also a surprising key change. Prior to the addition of a piano, the boys take the song in C#, a most unlikely key for a rockabilly band. Once Lewis joins them, they take it up a half a tone to the key Of D. D is an accessible key for a piano, guitar and bass. It's C# that needs some explanation, and the best one is simply that without a piano or sax in the band, the stringed instruments only had to tune to each other - not to the outside world. In all likelihood, they thought they were playing in D at the first session. But Jerry Lee's instrument was less flexible, so at the second session the piano defined what D was. Riley's wife Joyce confirms that during the later years of his life, Billy performed the song in the key of C- a comfortably lower key for a more mature voice.

Riley fans may listen to alternate take 10 of ''Flying Saucer Rock And Roll'' and wonder why we have included the original single among this collection of alternates. The answer is simple. It isn't the master. It's very close, but the difference tells quite a tale. This is the bed track upon which the master was based. It was overdubbed for release.

So what was added to this nearly perfect piece of 1956 rock 'n' roll? The answer is: Screaming! This is the very opposite of ''sweetening'', which later became the industry standard for overdubbing. Leave it to Sam Phillips and Sun Records. No strings or choral voices were added. This was an attempt to unsweeten a track, if ever there was one. It's true that the original recording (alternate 10) did have some screaming on it. But not enough for Sam Phillips. And so more of Marvin Pepper's raucous screams were added before release. You don't believe it? Listen for yourself. Do a side by side comparison between this track and Sun 260. Lord knows, we've done plenty of them. The results are unmistakable. Half a century later, we reluctantly learn that not all that wild abandon we heard on the single was as spontaneous as we had hoped or assumed. Some of it had to be added after the fact.

In case you're wondering why anybody would go to all this trouble to layer in more screaming, think about the era. ''Flying Saucer Rock And Roll'' was recorded in December, 1956. In January of that same year, Little Richard - the iconic screamer of rock and roll - hit the charts with ''Tutti Frutti''. Three months later, he was back with ''Long Tall Sally''. The era of screaming rock and roll had begun. Billy's vocal here already sounded like Richard Penniman. Why not add some screams and complete the picture? Another rockabilly record of the period that included screaming was Gene Vincent's ''BIl-Bickey-Bi, Bo-Bo-Go'' (Capitol 3678).

Billy Riley's attraction to Little Richard's musical style will be an on going theme in these notes. It was apparent in more than just the recording studio. Roland Janes recalls a road tour with Hayden Thompson. "Every night Hayden would do a special set where do nothing but Elvis songs and imitate his style. Billy would do the same thing with Little Richard songs. At the end of the show the two of them would come out on stage and do a grand finale so they'd have Elvis and Little Richard on stage together. It was something to see''. What we have presented here as alternate take 6 also appears on BCD 15444, Disc 2, Track I.

12 - Flying Saucer Rock And Roll (Alternate Take 1) (2:02) (Ray Scott)
13 - Flying Saucer Rock And Roll (Alternate Take 2) (2:01) (Ray Scott)
14 - Flying Saucer Rock And Roll (Alternate Take 3) (2:00) (Ray Scott)
15 - Flying Saucer Rock And Roll (Alternate Take 4) (1:58) (Ray Scott)
16 - Flying Saucer Rock And Roll (Alternate Take 5) (2:02) (Ray Scott)
17 - Flying Saucer Rock And Roll (Alternate Take 6) (2:06) (Ray Scott)
18 - Flying Saucer Rock And Roll (Alternate Take 7) (1:59) (Ray Scott)
19 - Flying Saucer Rock And Roll (Chatter & Alternate Take 8) (2:05) (Ray Scott)
20 - Flying Saucer Rock And Roll (Alternate Take 9) (2:00) (Ray Scott)
21 - Flying Saucer Rock And Roll (False Start 1) (0:07) (Ray Scott)
22 - Flying Saucer Rock And Roll (Alternate Take 10) (2:05) (Ray Scott)

12-22 Recorded December 11, 1956 at un Recording Studio, 706 Union Avenue, Memphis, Tennessee
Billy Riley (vocal and guitar), Roland Janes (guitar), Marvin Pepper (bass),
Jimmy M. Van Eaton (drums), Jerry Lee Lewis (piano 18-22)
Producer - Sam Phillips

I Want You Baby

If you were a song, even one as sweet as ''I Want You Bab'', how'd you like to get stuck on the flipside of ''Flying Saucer Rock And Roll''? Talk about being invisible! It is very easy to underestimate this record. The lyrics won't make anybody forget about Cole Porter. The sound has that "live in the studio, cooked up spontaneously" quality. The results are endearing but just as easy to discount. Sun couldn't have picked a more perfect B-side for ''Flying Saucer''. It would have been a rare disc jockey who listened to this and decided to divert his attention from the A-side.

Here in the 21st century, we no longer have that problem. All of Riley's 12 Sun sides, along with their alternates, are now equal contenders. So let's give this song some long overdue attention and see what we have, Starting with the original 45 version, this unassuming little baby cooks. Two of the biggest reasons are Jerry Lee's piano, which really drives things along and fills out the midrange, and Jimmy M. Van Eaton's drumming. If Jimmy M. played this well when he was a teenager, you have to wonder what he would have become if he remained a professional musician. Here, he kicks at everything near him. Listen to it. He doesn't just finish lines, he drives counter rhythms right back at them. That accenting is all over the original single version, as well as some of the alts we have included here. If you take away Jerry Lee's piano and Jimmy M.'s accented playing, this becomes a pretty ordinary record in a hurry.

The other ingredient that elevates this playing far beyond the ordinary is Roland Janes' guitar work. Those simple slides at the end of each vocal line (''I want you baby, BAH BAH) make a big difference. They first appear on alternate take 3. You can hear how important they are by listening to alternates I and 2. You can also hear how those little changes in balance and tempo that accompany a new session make a big difference. Listen to the changeover at the start of alternate 9.

As happened with ''Flying Saucer Rock And Roll'' the early alternates are played a half-tone lower than the intended key. Only when Jerry Lee Lewis joined up on alternate take 11 does the band play in A; the first ten takes by the all-string band were really recorded in the unlikely key of A-flat. False starts 3 and 4 reveal how the band continued to struggle with tempo.

Ask yourself: What category of music is this? Everyone knows that Sun produced hybrids, but how would you label this track? Is this country? Rock and roll? Pop? A large part of that confusion stems from Roland's wonderful guitar playing. Some of the alternate takes push the results closer to either country or rock, but the original 45 contains just the perfect measure of confusion. The version presented here as alternate take 5 also appears on BCD 15444, Disc 2, Track 2.

23 - I Want You Baby (Alternate Take 1) (2:08) (Billy Riley)
24 - I Want You Baby (Alternate Take 2) (2:05) (Billy Riley)
25 - I Want You Baby (Alternate Take 3) (2:14) (Billy Riley)
26 - I Want You Baby (Alternate Take 4) (2:15) (Billy Riley)
27 - I Want You Baby (False Start 1) (0:08) (Billy Riley)
28 - I Want You Baby (Alternate Take 5) (2:19) (Billy Riley)
29 - I Want You Baby (Alternate Take 6) (2:17) (Billy Riley)
30 - I Want You Baby (False Start 2) (0:10) (Billy Riley)
31 - I Want You Baby (Chatter & Alternate Take 7) (2:17) (Billy Riley)
32 - I Want You Baby (Chatter & False Start 3) (0:14) (Billy Riley)
33 - I Want You Baby (False Start 4 & Chatter) (0:14) (Billy Riley)
34 - I Want You Baby (Alternate Take 8) (2:04) (Billy Riley)
35 - I Want You Baby (Alternate Take 9) (2:00) (Billy Riley)
36 - I Want You Baby (Alternate Take 10) (2:00) (Billy Riley)
37 - I Want You Baby (Alternate Take 11) (1:57) (Billy Riley)
38 - I Want You Baby (Alternate Take 12) (1:56) (Billy Riley)

23-38 Recorded December 11, 1956 at un Recording Studio, 706 Union Avenue, Memphis, Tennessee
Billy Riley (vocal and guitar), Roland Janes (guitar), Marvin Pepper (bass),
Jimmy M. Van Eaton (drums), Jerry Lee Lewis (piano 11-12)
Producer - Sam Phillips

Pearly Lee

''Pearly Lee'' is probably better known as the flip-side of ''Red Hot'' than as a great record in its own right. Nevertheless, those listeners who are familiar with its released version on Sun 277 arc in for some surprises and some treats as they hear the alt versions included here.

One inspiration for ''Pearly Lee'' is obviously Little Richard's record, ''The Girl Can't Help It'' (Specialty 591) which broke into the 'Billboard' Top 100 just about the time that ''Pearly Lee'' was recorded. On both, the lead vocalist sings a line and several voices respond in unison to remind him of the song's title. The responding voices do not appear on the four alt versions here, but they are part of Sun 277. Riley also adopted a word from ''The Girl Can't Help It''. Little Richard begins, "If she walks by the menfolks get engrossed". On all the alternate takes (but not Sun 277), Riley sings, "When she walks by the menfolks stop and look". Are there any other rock and roll songs that include the word, "menfolks''. Luckily, Riley' didn't decide to use the word "engrossed".

All the versions of ''Pearly Lee'' begin with what most people have taken to be a Jerry Lee Lewis piano introduction. In fact, it's Jimmy Wilson playing what Jerry Lee used as the intro on ''End Of The Road'' (Sun 259) and used again on ''Whole Lotta Shakin' Goin' On'' (Sun 267). By the time ''Pearly Lee'' was cut, Jerry Lee's days as a scuffling session musician were over. Wilson's playing behind the vocal continues to sound like what Jerry Lee usually did, including his backup work on ''Flying Saucer Rock And Roll''. All four alternates - recorded with in weeks of each other - have piano solos. Wilson begins those solos pretty much as Jerry Lee began his opening solo on ''Whole Lotta Shakin''' - his right hand pounding away on one chord for a while. Putting all that together with Riley's raspy vocal, this track becomes a Jerry Lee Lewis meets Little Richard event. And it's got all the energy you'd expect from such a meeting.

It turns out that energy developed as the sessions progressed. Alternate take 1 has a slower, far more tentative feel on both piano and guitar. Roland Janes' guitar solo is certainly a lot closer to country than rock and roll (asked about this more than half a century later, Janes replied in his typically humorous and self-effacing manner, "I'm just a country boy boy''. By alternate take 2, things have livened up a bit - Janes's solo has a harder attack, Van Eaton's drumming is more prominent, and Jimmy Wilson throws in a Jerry Lee-style glissando. On alternate take 3 that pattern is continued. Alternate take 4 (which also appears on BCD 15444, Disc 2, Track 4) continues the trend, with Janes now playing boogie lines behind the vocal during the verses. Another observation: The electric bass (as opposed to a stand-up slapped instrument) makes a strong contribution here. It not only anchors the bottom range, but you can hear individual notes under the piano and guitar. We should point out that Bowman & Johnson's liner notes mistakenly identify Disc 2, Track 4 as the bed track for the released version of ''Pearly Lee''.

It is interesting to look at the ways in which the alternates differ from Sun 277. We already mentioned the word, "menfolks". A bigger lyrical change is that all the alts include an entire verse ("Shy's got Cadillac cars and diamonds on her hands'') that does not appear on Sun 277. In addition, the instrumental solos are organized differently on the alternates and Sun 277. On the released version there is first a guitar solo and then Ace Cannon's saxophone solo, but there's no piano solo. On all the alternates, though, the guitar solo is second and it follows a distinctly rockabilly-sounding piano solo, but there is no sax solo. During the Sun 277 saxophone solo, Jimmy Wilson completely changes style and ''comps'' behind the sax as if this were a jump blues session rather than a rockabilly record; he never sounds anything like that on the four alts we present here.

The changes from the alternates (where Ace Cannon was not present) to the released master are considerable - lyrics, style, instrumentation and arrangement. ''Pearly Lee'' represents the product of a lot more thought and work than we knew.

39 - Pearly Lee (Alternate Take 1) (2:35) (Billy Riley)
40 - Pearly Lee (Alternate Take 2) (2:31) (Billy Riley)
41 - Pearly Lee (Alternate Take 3) (2:30) (Billy Riley)
42 - Pearly Lee (Alternate Take 4) (2:34) (Billy Riley)

39-42 Recorded December 11, 1956 at un Recording Studio, 706 Union Avenue, Memphis, Tennessee
Billy Riley (vocal and guitar), Roland Janes (guitar), Marvin Pepper (bass),
Jimmy M. Van Eaton (drums), Jimmy Wilson (piano)
Producer - Sam Phillips

Disc 2 Contains

She's My Baby

What is the status of ''She's My Baby''? Is it just a primitive cousin of ''Red Hot'', a forerunner that eventually morphed into its better known and more polished relative?

Surely, the music we present here as alternate take 1 and alternate take 2 was not destined for mainstream airplay in 1958. Hell, there were spoons on it! For the record, there are three known versions of ''She's my Baby''. Between this Box Set and BCD 15444, you have them all. What we call alternate take 2 here also appears on BCD 13444 as Disc 2, Track 3. Our alternate take 1 does not appear on that collection. A third alternate appears as Disc 2, Track 5 on BCD 15444.

The possible progression of ''She's My Baby'' into ''Red Hot'' is a great story, but it doesn't happen to be the truth. The Escott/Hawkins discography says that ''She's My Baby'' was recorded after ''Red Hot'', which is correct. But the liner notes for BCD 15444 contain a discography (credited to Escort) that claims ''She's My Baby'' was recorded before ''Red Hot''. How this erroneous switch got made is anyone's guess, but the truth is now unmistakable. Riley, himself, has confirmed that ''She's My Baby'' came after the fact. The guys were sitting around the studio, having fun, extremely well lubricated, and they decided (probably too strong a word) to mess around with ''Red Hot'', offering a primitive, back-country take on the more sophisticated released version that was already in the can. There was no expectation that the evening's festivities were destined for release. The fact that the tape was running was hardly a singular occurrence. Perhaps the guys were in the studio to back up somebody else's session. For example, in February, 1957 (just after ''Red Hot'' was cut), Jerry Lee recorded ''Whole Lotta Shakin' Goin' On'', using Roland Janes, Jimmy Van Eaton and unknown group.

Finding unselfconscious treasures like She's My Baby'' some 50 years later complicates things for Sun archaeologists. We'll probably never know exactly how this recording came to be, but one thing is for sure. It bears a remarkable similarity to ''You're My Baby'' (Sun 25 1), recorded by Roy Orbison. The title, the rhythmic pattern, and the strong guitar hook (from E to G) are all strikingly similar. How might this have happened? After all, Orbison's session probably predates Riley's by at least six months. One answer lies in the fact that Riley and Orbison toured together in late fall/winter 1956. Riley would have heard Orbison singing Sun 251 on stage every night as well as over the miles as they drove long miles together. All told, that's a lot of exposure to ''You're My Baby''.

1 - She's My Baby (Red Hot) (Alternate Take 1) (1:33) (William R. Emerson-Billy Riley)
2 - She's My Baby (Red Hot) (Alternate Take 2) (1:44) (William R. Emerson-Billy Riley)

1-2 Recorded February 1957 at un Recording Studio, 706 Union Avenue, Memphis, Tennessee
Billy Riley (vocal and guitar), Roland Janes (guitar), Marvin Pepper (bass),
Jimmy M. Van Eaton (drums),
Producer - Unknown

Red Hot

''Red Hot'' is as close to a national hit as Billy Riley ever came. Fans and historians will tell you that it should have come a lot closer. The sad fact is that younger rockabilly fans are more likely to have heard Robert Gordon's versions of the song, the first of which released about 20 years after Riley's. At least we can say without fear of contradiction that Robert Gordon, like any good student of vintage rockabilly, was listening to Billy Riley. And we can add that Link Wray and Danny Gatton, Gordon's sidemen, did their share of listening to Roland Janes, Sun's unsung guitar hero.

Gordon wasn't the only rock and roll hero who cut his musical teeth on ''Red Hot''. In 1992 when Billy Riley was enjoying something of a comeback (a European tour, a new record), there was a memorable moment at Carter Memorial auditorium in Little Rock, Arkansas. On September 8, Bob Dylan's tour took him to that city. Dylan stopped his performance mid-concert and called Billy Riley up onto the stage. Dylan took Riley's hand and told the audience, "This man is my hero''. The two singers then performed ''Red Hot'' together. A surviving photo of the moment makes two things clear: (1) that joint appearance put Riley solidly in the spotlight. Bob Dylan, standing to the right with his guitar, plainly relished the role of sideman to Billy Riley. (2) The sheer joy both men took in each other's presence. Their mutual admiration, which might have surprised some fans of both Riley and Dylan, was unmistakable that evening.

By now, most Billy Riley fans know that he did not write ''Red Hot''. That honor belongs to Billy ''The Kid'' Emerson, one of Sun's early rhythm and blues artists. Undoubtedly, Sam Phillips - who owned the copyright - introduced Emerson's version of ''Red Hot'' (released on Sun 219) to Riley during one of their meetings. It's likely that the idea took root in Riley's mind and morphed into the rave-up that eventually surfaced in September, 1957. Even that development, as we shall see in a moment, was anything but straight-forward or instantaneous. Riley's version of ''Red Hot'' is decidedly different from Emerson's original, which itself was based on a schoolyard cheer ("Our team is Red Hot / Your team ain't doodly squat''). At the least, the energy level Riley brings to the proceedings leaves Emerson in the dust. This is not to cast Billy Emerson in a bad light. His early sides for Sun (recently issued by Bear Family On BCD 16937) have a place on any self-respecting "Roots of Soul" compilation.

The differences between Riley's and Emerson's versions of ''Red Hot'' are almost startling. To begin with, Billy Emerson's record has the rough, unfinished feel of some of the Riley alternate takes we present here. There were only two years between Emerson and Riley, although you'd be tempted to guess that as much as a decade had passed. What makes Emerson's version sound so rough? First, Emerson blows some of the lyrics, confusing whether it's lovin' or money she's got a lot of. Then there's the matter of the response "Your gal ain't doodle)' squat''. Both Riley and Emerson use it, but only Riley's version was overdubbed to give a full on-mike choral effect. On Emerson's, the response sounds like what it was: one off-mike voice shouting from across the room.

But the biggest difference between Emerson and Riley is in the lyrics. You might notice, for example, that Emerson's gal is five feet tall ("she; a little bitty mama''), whereas Riley's is 6'4". The lady has grown more than a foot between the two records. But there's an even bigger difference. When his band responds "Your gal ain't doodley squat'', Billy Emerson immediately replies, "Yes she is''! He's telling them and us, "My gal is Red Hot. You guys are wrong''! That's a pretty important piece of the picture. The singer brags on his girlfriend. The band tells him he's wrong, and the singer comes right back to say, "No I'm not''! But Riley lets the putdown stand. He doesn't get the last word. The final verdict is that his girl is nor Red Hot. Or at least there's a group of folks out there who disagree with him.

As far as bookkeeping goes: We have used seven alternate takes of ''Red Hot'' (excluding ''She's My Baby'' from the tally). Bear Family's ''That'll Flat Git It - Volume 17'' (BCD 16405 AH) also contains an alternate of ''Red Hot'', the one we refer to here as alternate take 6. There is one additional alternate available on BCD 13444, Disc 2, Track 7 that we have also elected to use. This version (labeled alternate take 1 here) is worth including despite the duplication. It has perhaps the most country feel of any of the ''Red Hot'' takes Riley left behind. Part of that is the slightly slower tempo. But also listen to Roland's guitar breaks, particularly the second one. Keep reminding yourself that this is a rock and roll record. You sure couldn't tell from that guitar solo.

This alternate also showcases the unique sound Jimmy Van Eaton got on his snare drum, sounding like something tuned between a snare and a tom tom. Van Eaton used the old drummer's trick of taping a wallet to his snare in order to deaden the sound. Thirdly, the timing irregularities that Riley took some pride in during ubsequent interviews, loom larger than life here in the absence of an overdubbed chorus. And by the way, Riley has confirmed on numerous occasions that the piano player here, as on ''Pearly Lee'', was Jimmy Wilson.

There is also some controversy over the opening lyric. Admittedly, Riley sometimes sounds like a star graduate of the Jimmy Reed School of Diction. That doesn't help matters. But is he really singing "My girl is red hot''? We can grant him some latitude with "Mah girl....''. But some of these lines sound curiously like "Bop girl is red hot''. After a half a century, we'll probably never know for sure.

3 - Red Hot (Alternate Take 3) (2:37) (William R. Emerson)
4 - Red Hot (Alternate Take 4) (2:29) (William R. Emerson)
5 - Red Hot (Alternate Take 5) (2:30) (William R. Emerson)
6 - Red Hot (Alternate Take 6) (2:31) (William R. Emerson)
7 - Red Hot (Alternate Take 7) (2:31) (William R. Emerson)
8 - Red Hot (Alternate Take 8) (2:30) (William R. Emerson)
9 - Red Hot (Alternate Take 9) (2:31) (William R. Emerson)

3-9 Recorded January 30, 1957 at un Recording Studio, 706 Union Avenue, Memphis, Tennessee
Billy Riley (vocal and guitar), Roland Janes (guitar), Marvin Pepper (bass),
Jimmy M. Van Eaton (drums), Jimmy Wilson (piano),
John ''Ace'' Cannon (saxophone)
Producer - Unknown

Wouldn't You Know

This comes from the pen of John Marascalco, an unlikely source for Sun material. We may never know exactly how this song found its way to Riley. On at least one occasion, Riley commented that Marascalco had "written the song for me''. The truth takes a less personal but more interesting path. Sometime in 1955, promoter Bob Neal suggested to Marascalco that he look into securing a booking for Elvis in (Grenada, Mississippi, Marascalco's home town. On April 20, 1955 Elvis played the American Legion Hall there and during a backstage chat, Marascalco, a then-aspiring songwriter, played Elvis a song he had recently completed called ''Rip It Up''. Elvis liked it a lot and told Marascalco to talk to Sam Phillips who, according to the singer, had final say in what was recorded. Marascalco drove to Memphis and met with Phillips who turned down the song ("We want to lake Elvis in another direction'', Marascalco recalls Phillips telling him). But Phillips did encourage the songwriter to keep submitting material.

Marascalco took up on his offer, and one of the demos he sent to Sun included ''Wouldn't You Know''. The disc presumably sat in the vicinity of Sam Phillips' office, drawing occasional interest from Phillips and his stable of singers. Eventually, and we can't know how long it took, it caught Billy Riley's attention. It may have been love at first hearing - there's no way to tell at this point. In any Riley became adamant about recording Marascalco's tune, even distance from the style in which he'd been working. Phillips gave the project the green light, perhaps in an attempt to pacify Riley, who by incensed at Phillips for his lack of promotion of Riley's last two singles ''Flying Saucer Rock And Roll'' and ''Red Hot''.( Saucer Rock c; Idol/ and Red Hot).

By the time Riley got around to recording the song, Marascalco had become a national success story with hit records like ''Ready Teddy'', ''Good Golly Miss Molly'', ''Goodnight My Love'', and ''Send Me Some Lovin'''. Elvis had gotten around to recording ''Rip It Up'' - the tune that Marascalco pitched to him back in April, 1955 and that Little Richard took to the top 20 in June 1956 - along with the flipside of the Little Richard record, Marascalco's ''Ready Teddy'', for his second RCA album. In fact, Elvis had already performed ''Ready Teddy'' in his first appearance on the Ed Sullivan TV show in September 1956. Sam Phillips was by now so resigned to releasing Marascalco's song that he never protested the fact that Marascalco retained both the composer and the publishing share of the song. "Robin Hood Music was mine'', Marascalco proudly proclaims today. Did Phillips put up a fight over the publishing? "He never mentioned a word'', Marascalco confirms.

Most of Riley's fans neither knew nor cared about these backstories back in late 1957 or the start of 1958 when ''Wouldn't You Know'' appeared on Sun 289. However, Riley's fans - certainly those who had come to him from ''Flying Saucer Rock And Roll'' and ''Red Hot'' - didn't know what to make of this latest single. Many of them were, to put it mildly, underwhelmed. After all, Riley had shed his raucous. Little Richard vocal chops and the song did not rock along in Riley's groove.

This is by most melodic and musically complex song Riley had recorded for Sun to date. Marlin Willis' sax solo leaves little doubt that Riley had found a completely style with this record. And by the way, the Sun Records Discography has it wrong: 'That's Jimmy Wilson on piano, not James ''Luke'' Paulman. Paulman discussed later in these notes - was a guitar player. It's a lot easier to appreciate of this track a half a century later even if, back in the day, the of us were beating down the doors of our local record store.

In their liner notes to BCD 13444, Rob Bowman and Ross Johnson quote Billy Riley as saying that he was unhappy with ''Wouldn't You Know''. ''We should have never have cut that record. It was something that we used to do on stage. It just wasn't a good record''. It is hard to reconcile Riley's words with his statement elsewhere that his live performances of the era typically consisted of the day's biggest hits, rather than his own records. So why include ''Wouldn't You Know'' on stage? It not only wasn't a hit, but it had yet to be recorded by anyone else. Riley may have grown not to like the record over the years (poor sales can do chat), but it's hard to imagine that's how he felt at the time. Moreover, if he truly didn't like the recording, then whose insistence drove its release?

The only alternate take of ''Wouldn't You Know'' that has survived reveals a completely different approach to the song. In fact, it's barely the same song. Alternate take 1 (which also appears on BCD 1 5444, Disc 2, Track 9) strips the song of all of its melodic advantages and forces it into a routine 12-bar blues structure. putting it bluntly, if this is what the song originally sounded like, why bother to pay Marascalco or Robin Hood Music for the composition? Riley and the boys could crank out one of these concoctions in their sleep. Somewhere between this early take (alternate take 1) and Sun 289, this baby came to life. You may not have liked it back then, but what this became showed some distinction as well as some melodic flair. That's the kind of stuff you pay a publisher for. Sam Phillips must have agreed. Never one to piss away publishing revenue, he nevertheless agreed to issuing this outside composition.

Sax player Martin Willis has suggested that this was not an alternate take in the conventional sense, but rather an informal run-through of the title prior to recording. Willis claims that the tape was occasionally running under such circumstances with Jack Clement in the studio and alternate 1 might have been the result of exactly such circumstances.

John Marascalco and Billy Riley finally did cross paths, although not until the singer had left Sun Records and moved to Los Angeles in the 1960s. ''e finally got to know each other back then'', Marascalco recalls. "Toward the end of his life, after he went back to Arkansas, Billy recorded another one of my songs. He sent me a CD of ''Blue Collar Blues'' and it had ''Back Door Sally'' on it. "

10 - Wouldn't You Know (Alternate Take 1) (3:15) (John Marascalco)

10 Recorded November 25, 1957 at un Recording Studio, 706 Union Avenue, Memphis, Tennessee
Billy Riley (vocal and guitar), Roland Janes (guitar), Pat O'Neill (bass),
Jimmy M. Van Eaton (drums), Jimmy Wilson (piano),
Martin Willis (saxophone)
Producer - Sam Phillips

Baby Please Don't Go

This is a remarkably simple song. It's got one chord, uncomplicated lyrics that don't a story, and a tune that you won't be whistling for days after you hear it. But it has great intensity, and it's adaptable to a wide variety of musical arrangements. Under this title, the song goes back to Big Joe Williams' 1935 record (Bluebird B-6200). Williams himself recut it twice during the 1940s. And since then it's been recorded by (among many others), Muddy Waters, Lightnin' Hopkins, Mose Allison, Bob Dylan, the Animals, Them, Paul Revere & the Raiders, Beausoleil, AC/DC, John Mellencamp, Webb Wilder, Aerosmith, and most recently (2010) Lorenza Ponce. Billy Riley did it at Sun (he took writer's credit on Sun 289) and again on his 1965 Mercury album, ''Whisky A GoGo Presents Billy Lee Riley'' (MG 20985). On that latter appearance, the song was credited to Jimmy Reed who, so far as we know, never sang it.

We present a fragment of an alternate take here - all that is known to exist other than the released version. This version begins during Martin Willis' sax solo and continues to the end. It's clearly from the same session as the master and sounds sintilar in every way, although Jimmy Van Eaton's drumming coming out of the guitar solo is a bit more assertive than on the released version.

The entire song is performed over a repetitive background riff that is almost identical to the one played during the verses in Gene Vincent's ''Dance The Bop'' (Capitol 3839). ''Baby Please Don't Go'' was recorded only one week after Vincent's record was released. Vincent's riff may itself have been inspired by the figure in Fats Domino's ''I'm Walkin''' (Imperial 5428), which was high on the charts nine months earlier.

The complete released version of ''Baby Please Don't Go'' opens with the simple background figure played first by the bass, then as a duet with the guitar and finally with another guitar line making it into a trio. That build-up of a background riff from solo-line to trio also starts the Cleftones' record ''Little Girl Of Mine'' (Gee 1011). They say imitation is the sincerest form of flattery.

Speaking of imitation, Billy adopts a distinctive vocal style on this song, more obviously on the released master than on this alternate. He combines his raspy voice with an end-of-line squeal. What might be the source of that vocal gimmick? Fans of vintage rhythm and blues and old-time rock and roll will recognize it as a trademark Little Richard trick, appearing on rockers like ''Tutti Frutti'' (Specialty 561) and showing up even more prominently on ballads like ''Send Me Some Lovin''' (Specialty 598).

Reportedly, Billy's record sold fewer than 3000 copies, further inspiring him to leave Sun, however briefly, and look for greener pastures.

11 - Baby Please Don't Go (Incomplete Alternate Take 1) (1:07) (Billy Riley)

11 Recorded November 25, 1957 at un Recording Studio, 706 Union Avenue, Memphis, Tennessee
Billy Riley (vocal and guitar), Roland Janes (guitar), Pat O'Neill (bass),
Jimmy M. Van Eaton (drums), Jimmy Wilson (piano),
Martin Willis (saxophone)
Producer - Sam Phillips

No Name Girl

This record certainly has its fans, including John Prine who cut it 20 years after Riley in 1979. So what makes this track so lovable? Quite a few things, actually. For one, that incessant rhythm is quite a hook. It's even more prevalent in some of the alternate takes. Just listen to the first four bars before Martin Willis joins them on sax. Willis' repeated riff is also contagious as hell. In fact, this might have been a workable instrumental.

But it isn't. Riley's vocal is charming, if a bit tamer than his Little Richard style. The lyrics are delightful, even bizarre.

Part of them came from ''Rockin' On The Moon'', Billy's one-off record for Brunswick in 1958. In that opus, the Queen of the Moon has eyes in the back of her head, so that "she can't tell where she's going but she knows where she's been''. It's a clever image and there was no reason not to recycle it a year later for Sun. ''Rockin' On The Moon'' was credited to Vic McAlpin. This song is credited to Riley and Jack Clement, although Riley claimed vehemently in later-life interviews that Clement had nothing to do with it, other than perhaps some tinkering in the studio.

Then there's the matter of that sack dress. Women didn't look shapely in a sack dress, and guys were complaining about it on wax in 1958. Most successful was Jerry Granahan's ''No Chemise Please'' (Sunbeam 102). ("I couldn't tell the front from the back''), but there were also the Beavers' ''Sack Dress'' (Capitol F 3956) ("I can't see the way you look'') and the Lane Brothers' ''Boppin' In A Sack'' (RCA EP 4175) ("You can't tell the front from the back'). But Riley? His lyric evolves from "She goes around in a sack dress" on the earlier alternates to "She'd get lost in a sack dress". The punch line in both cases was, "but I don't care". He was a sensitive New Age man, ahead of his time.

Let's think more thoroughly about the subject of this song: "the girl I love". What makes her so lovable? She's got no home, she's got no name, she's tall, she's too chin to cast a shadow, she's just skin and bones, she's got big feet, she's a little peculiar, she doesn't know where she; going (though she knows where she's been). He's got little good to say about her; her long black hair is her only obviously endearing quality. But he loves her just the same. And by the end, so do we.

We've got five alternate takes here and the same number of false starts. The most striking difference in these alternate takes has nothing to do with lyrics; it's the key modulations between verses that develop in the later takes. On the later alts and the released version, the song starts in C, migrates through C#, goes up to D, back to C and ends up in D. Note to guitar players: When is the last time a rockabilly singer intentionally recorded anything in the key of C#? You may be holding a piece of history here.

It's also interesting to notice what chords the band plays behind Martin Willis' sax work. In some versions (including the released take), the band plays a recognizable I / 4 - l/ I / 3 - 1 chord sequence. In some of the alternate takes, the band barely changes chords at all; Willis' solo is constructed so that's possible. There also aren't any chord changes during the vocals. So we get a record in which the band plays few solid chord changes behind a one-chord lyric that consists of a bunch of cute two-line couplets. Between verses, there's a catchy tune sax response played over a catchy rhythm. Put that all together, delete the tune on the saxophone but keep its catchy rhythm, and you've got.... Bo Diddley. Rockabilly records with more obvious debts to that source include the Crickets' ''Not Fade Away'' (Brunswick 55035, 1957), Tommy Blake's ''Sweetie Pie'' (Sun 300, 1958), and the lesser-known ''Daisy Mae'' by Jody Reynolds (Demon 1509, 1959).

12 - No Name Girl (Alternate Take 1) (1:54) (Jack Clement-Billy Riley)
13 - No Name Girl (Alternate Take 2) (1:54) (Jack Clement-Billy Riley)
14 - No Name Girl (Alternate Take 3) (2:02) (Jack Clement-Billy Riley)
15 - No Name Girl (False Start 1) (0:15) (Jack Clement-Billy Riley)
16 - No Name Girl (False Start 2 & Alternate Take 4) (2:05) (Jack Clement-Billy Riley)
17 - No Name Girl (False Start 3, 4, 5 & Alternate Take 5) (2:48) (Jack Clement-Billy Riley)

12-17 Recorded January 7, 19, 1958 at un Recording Studio, 706 Union Avenue, Memphis, Tennessee
Billy Riley (vocal and guitar), Pat O'Neill (bass), Jimmy M. Van Eaton (drums),
Charlie Rich or Jimmy Wilson (piano), Martin Willis (saxophone)
Unknown (vocal chorus)
Producer – Jack Clement and Bill Justis

Down By The Riverside

There is probably no more famous spiritual than ''Down By The Riverside''. Dating back to unknown sources in the 19th century, the song has been recorded by hundreds of artists, including Elvis Presley, Mahalia Jackson, Louis Armstrong, Patsy Cline, Sister Rosetta Tharpe, Al Hirt, the Blind Boys of Alabama, Governor Jimmie Davis, Roger McGuinn, Alabama, Clara Ward and Neil Young, to name but a few. Its chorus ("ain't gonna study war no more'') stems from Isaiah ( "neither shall they learn war any more'') and expresses a hope for peace. It came to be used as an expression of antiwar sentiment during the Vietnam War.

The song's strong ties to the southern gospel tradition were underscored when The Million Dollar Quartet (Presley, Perkins, Cash and Lewis) included it in their spontaneous repertoire in 1956, with Elvis handling the vocal on most of the 2 ½ hours the quartet spent on it.

By this reckoning, you might wonder if Billy Riley's 1959 rockin' version might be considered sacrilege. Let's put it this way. If this is sacrilege, Riley had plenty of company. In 1953, the Four Lads enjoyed a hit record with their ultra-pop version. ("I met my little bright-eyed doll / Down By The Riverside...''). Five years later, budding pop star Sal Mineo tried his luck with the same lyrics and got nowhere. By 1958, a "bright-eyed-doll'' sounded pretty square and so, in fact, did Mineo's record.

Just a year later, when Riley turned his attention to the old spiritual, the words got updated again. Gone was the "bright-eyed doll" in favor of a "swinging chick''. In fact, Riley's goals on that riverside were a lot more carnal than putting an end to war. He had come there to do some dancing and heavy breathing with his swinging chick and get over his ex. "Ain't gonna study war no more" had been replaced by "Ain't gonna worry bout you no more''. Take that, Mahalia.

We present here five alternate takes and the same number of false starts, recorded over two separate sessions. The first session is pretty spare - just Billy and a band. The vocal line begins, "Gonna slip (or put) on my rockin' shoes", but that will change by the second session. We also include as false start 1 a-musician's nightmare: Billy begins with a solo vocal and is joined by the band playing in a different key. This is the only time during this session that Billy slowly sings the tide before the song begins, a job that a chorus will take over in the second session.

Another of the takes (not included here) from this first session appears on BCD 15444, Disc 2, Track 14. Rob Bowman & Ross Johnson's generally excellent liner notes misidentify this take as the bed track for the master version that was released on Sun 313.

The remaining alternates we present (alternate takes 3-5) are from the second session. The vast majority of Sun recordings from the era that involve choruses were the result of overdubs made after the original recording session was complete. There is no choral overdub here: the chorus is actually present during the session.

Sessions I and 2 can also be distinguished by whether Billy slips on his Rockin' shoes (Session 1) or his Boppin' shoes (Session 2, as well as Sun 313). An impressive aspect of the alternates at Session 2 is how well-rehearsed all the players are; but for James Van Eaton's drumming, all the performances at this session are nearly identical.

18 - Down By The Riverside (Alternate Take 1) (2:06) (Billy Riley-Edwin Howard)
19 - Down By The Riverside (Chatter & Alternate Take 2) (2:12) (Billy Riley-Edwin Howard)
20 - Down By The Riverside (False Start 1) (0:33) (Billy Riley-Edwin Howard)
21 - Down By The Riverside (Chatter & Alternate Take 3) (2:35) (Billy Riley-Edwin Howard)
22 - Down By The Riverside (False Start 2) (0:29) (Billy Riley-Edwin Howard)
23 - Down By The Riverside (False Start 3, 4 & Alternate Take 4) (2:31) (Billy Riley-Edwin Howard)
24 - Down By The Riverside (False Start 5 & Alternate Take 5) (2:29) (Billy Riley-Edwin Howard)

18-24 Recorded January 7, 19, 1958 at un Recording Studio, 706 Union Avenue, Memphis, Tennessee
Billy Riley (vocal and guitar), Pat O'Neill (bass), Jimmy M. Van Eaton (drums),
Charlie Rich or Jimmy Wilson (piano), Martin Willis (saxophone)
Unknown (vocal chorus)
Producer – Jack Clement and Bill Justis

One More Time

This title is a jewel in the crown of Riley's Sun titles - a judgement shared by fans, Sun studio musicians, and the singer, himself. The song's origins are a bit obscure. Its composer/singer was Carolina Slim a/k/a Country Paul a/k/a Edward p. Harris. The version that found its way to Riley was recorded in New York either on July 24, 1950 or December 14, 1951 (or both). One version appeared on Acorn 319 — a label not at the fingertips of many collectors. The 1951 version was released on King 4532. A side-by-side comparison of the two versions is not available to us. In any case, Riley described the recording as rough and out of meter. A sort of "John Lee Hooker thing" in Riley's words. How it got to Riley or was transformed into chis beautiful piece of decidedly in-meter performance is anybody's guess.

If you want to analyze this record and figure out why it works so well, you'll probably settle on several things: (l) Riley's deliciously soulful vocal, and (2) Martin Willis' spectacular horn work. That four-bar intro and the 8-bar sax solo are a ticket of admission to Rock And Roll Heaven. Willis could have left the studio that June, 1959 afternoon assured of his reputation. A half a century later, Willis revealed the source of much of his inspiration.

"I was thinking of Roy Acuff that day. I hadn't heard 'Gathering Flowers For The Master's Bouquet' since I was just a little tyke. Suddenly it came to me when I started to play''. Actually, the spirit of Acuff was looming large over Union Avenue that afternoon. It's more than Master's Bouquet in Willis's work. Have a listen to Acuff's ''The Precious Jewel'' and you'll hear echoes of ''One More Time''. And why stop there? The Stanley Brothers' ''Rank Stranger'' is also a close relative. The truth is that Willis's distinctive melodic horn work was inspired by a rich tradition of white country gospel music that suited Riley's soulful bluesy number in a way that Country Paul, Billy Riley or Sam Phillips could never have anticipated. And once it happened, it became another brilliant example of the blending of musical traditions that occurred repeatedly at Sun.

A third key to the success of this recording is the two-note answers the guitar and sax offer to Riley's vocal. "The sky looks so dark'' (''dah, dah''). Willis recalls teaching those parallel thirds to guitarist Jimmy Ray ''Luke'' Paulman, who was working the session that afternoon. "Luke was real good at picking up those things as quickly as you taught them to him'', Willis recalls. Paulman is an unsung figure in Sun lore and a major player in the history of Arkansas music, performing with singers like Ronnie Hawkins and Conway Twitty. And, of course, Billy Riley.

The June 4, 1959 session personnel list in the Escott/Hawkins discography does not include a piano player, although one can occasionally be heard here. According to Martin Willis, the most likely candidate is Jimmy Wilson. However, the question remains why the piano wasn't miked - either better than it was or perhaps at all. Right-hand piano work is occasionally audible - sometimes playing triplets, sometimes arpeggios. But the sound appears like an accident, almost as if it had bled through someone else's mike. This is true both on the alts we present here and on Sun 322. Was the piano meant to be part of the session? If it was, Sun certainly knew how to mike pianos better than this, as recordings by Jerry Lee Lewis, Charlie Rich, and other songs on this collection attest. Something seems to have gone wrong here.

Perhaps the most surprising discovery in listening to the three alternate takes we present is that none of them includes a bass. The entire session was performed without one, although the Escott/Hawkins discography lists Brad Suggs as the bass player. Suggs confirms that he was not present on the session. Careful listening reveals that alternate take 2 is actually the master, minus the bass. The bass work present on Sun 322 was obviously added after the fact, probably by Riley himself.

25 - One More Time (Alternate Take 1) (2:14) (Paul Howard)
26 - One More Time (Alternate Take 2) (2:22) (Paul Howard)
27 - One More Time (Alternate Take 3) (2:14) (Paul Howard)

25-27 Recorded June 4, 1959 at un Recording Studio, 706 Union Avenue, Memphis, Tennessee
Billy Riley (vocal and guitar), Roland Janes (guitar), Jimmy Ray ''Luke'' Paulman (guitar)
Jimmy M. Van Eaton (drums), Jimmy Wilson (piano), Martin Willis (saxophone)
Producer - Jack Clement and Bill Justis

Got The Water Boiling

This song has some pedigree. Don't confuse it with a spontaneous, one-take studio knock-off. Billy Riley did not write ''Got The Water Boiling''. That job was done by Tex Cornelius and Diz Russell, members of a vocal group called the Regals. The song was recorded for Atlantic Records in New York on February 14, 1955 and released two months later on Atlantic 1062 - not a highwater mark in the history of doo wop or jump blues.

According to Jay Warner's book, ''American Singing Groups'', when the Regals did the song at New York's Apollo Theater in 1955, the audience included the members of another doo-wop group, the Cadillacs. Their big hit, ''Speedoo'' was recorded and released a few months later and it bears a very strong resemblance to ''Got The Water Boiling''. Chuck Willis's ''Kansas City Woman'' (cut a year later for Atlantic) strongly resembles both of them.

The real question is how the Regals' record - the least successful of the three -made its way to Billy Riley.

That we may never know. Once Riley decided to record it, he covered more than just the lyrics. Even the 4-bar instrumental work that opens the two records is the same. In fairness, Billy Riley's version is far more driving than the Regals'. Both Riley's Little Richard-cloned vocal and Martin Willis's hopping sax work are far more energetic than their counterparts on the Regals' effort. But, of course, nobody was copying Little Richard in February, 1955, and King Curtis, Atlantic's sax man who was an undeniable influence on Willis, had not yet begun to honk. The highpoint of the Regals' original is their tight vocal interplay ("zip doobie doobie dap"), especially as backup singers to Diz Russell's lead vocal. There was no way Riley could compete with that.

We present six alternate takes here along with four false starts (an additional alternate, listed in the discography as alternate 7, appears on BCD 13444, Disc 2, Track 18.) These really are alternates. They differ in noticeable ways, like the amount of echo, the raspiness in Riley's voice, vocal/instrumental balance, and the closing voice-overs by Riley. If you're focused on the lyric, you'll also hear small changes such as "turn you loose" vs "cut you loose''. If you really concentrate on these alternates, you'll either vocally or probably convince yourself you can hear the moment - instrumentally- that doomed each of them to the out-take pile.

Perhaps most interesting in all of this is what we have labeled false start 3. Billy Riley had a deep feeling for the blues and did his share of listening to and covering records by black artists - more than any other white artist on Sun except Elvis. But the humorous dialog that we hear between Riley and an unidentified woman in the studio seems to cross the line into racial parody. Is this what Riley was about in his spare time? If so, he was far from alone in imitating those "Helloo dere" greetings. This is shtick right out of the Amos And Andy show, which between radio and TV' versions was part of American culture from the late 1920s past the time of this recording session and into the 1960s. The voice of George ''Kingfish'' Stevens is redolent in Riley's interplay with the studio visitor. In fact, whoever she was, this woman responded to Riley's greeting using the same dialect. The Kingfish was everywhere.

On the other hand, Riley's approach to those closing voice-overs does differ somewhat between takes in how close it comes to racial parody. The version selected for release by Sun is one of the mildest; other takes push the racial dialect quite a bit further.

Final Bar. All of us involved with this project revere Billy Riley for his music. When Joyce met Billy on April I l, 1975, she knew nothing about Billy's music or Sun Records. She fell in love with a hard-working man who was raising two daughters, ages 3 and 6, by himself. Only later did Joyce discover the music featured here. Joyce and Billy were married just about two weeks after they met, on April 26, 1975. Joyce was still with Billy 34 years later when he died of colon cancer on August 2, 2009. The final years of Billy's life were a medical and, consequently, a financial nightmare.

28 - Got The Water Boiling (Chatter & Alternate Take 1) (2:31) (Bert Russell-Aaron Cornelius)
29 - Got The Water Boiling (False Start 1) (0:18) (Bert Russell-Aaron Cornelius)
30 - Got The Water Boiling (Chatter & False Start 2 & Alternate Take 2) (2:41) (Bert Russell-Aaron Cornelius)
31 - Got The Water Boiling (Alternate Take 3) (2:13) (Bert Russell-Aaron Cornelius)
32 - Got The Water Boiling (Chatter & False Start 3) (0:21) (Bert Russell-Aaron Cornelius)
33 - Got The Water Boiling (False Start 4) (1:30) (Bert Russell-Aaron Cornelius)
34 - Got The Water Boiling (Chatter & Alternate Take 4) (2:15) (Bert Russell-Aaron Cornelius)
35 - Got The Water Boiling (Alternate Take 5) (2:13) (Bert Russell-Aaron Cornelius)
36 - Got The Water Boiling (Alternate Take 6) (2:13) (Bert Russell-Aaron Cornelius)

28-36 Recorded June 4, 1959 at un Recording Studio, 706 Union Avenue, Memphis, Tennessee
Billy Riley (vocal and guitar), Roland Janes (guitar), Jimmy Ray ''Luke'' Paulman (guitar)
Jimmy M. Van Eaton (drums), Jimmy Wilson (piano), Martin Willis (saxophone)
Producer - Jack Clement and Bill Justis

© Original Sun Recordings, licensed from Sun Entertainment, Inc.

Roland Janes interviewed by Hank Davis, February, 2010
John Marascalco interviewed by Hank Davis, January, 2010
Joyce Riley interviewed by Hank Davis, December, 2009 - April, 2010
Brad Suggs interviewed by Hank Davis, April, 2010
Martin Willis interviewed by Hank Davis, December, 2009 - April, 2010
Cover Photos: Billy Riley, 1949 (Courtesy of Joyce Riley).

For Biographies of Billy Riley see > The Sun Biographies <
Billy Riley's Sun and Outtake recordings can be heard on his playlist from 706 Union Avenue Sessions on > YouTube <


© 2011 Bear Family Records (CD) 500/200rpm BCD 17240 (1-5) mono digital

5-CD Mini-Box Set (CD-format) with 132-page booklet, 152 tracks. Playing time approx. 360 minutes, 152 tracks and 45 separate songs. Outtakes from all of Carl's Sun era recordings. Everything from Carl's earliest hillbilly titles through his final recording for the film ''Jamboree''! Contains previous unissued titles and outtakes of almost all known songs. Lavishly illustrated booklet contains previously unpublished vintage photos. Complete up-to-date discography, detailed track-by-track music commentary with liner notes of Hank Davis and Scott Parker. The book includes rare photos, and previously unpublished interviews with Carl's son Stan Perkins, and drummer WS Holland.

Carl Perkins was the best guitar player who ever set foot in the Sun studio. He was no slouch as a singer and song writer also. Until Johnny Cash and Jerry Lee Lewis became mega-stars, nobody, and that includes Elvis - sold more records at Sun than Carl Perkins. Carl was so much more than ''Blue Suede Shoes''. In addition to eight singles and an album's worth of material, Carl left behind a treasure trove of recorded material consisting of unissued titles and studio outtakes. Many of these tracks have appeared over the years but, incredibly, there were still vintage recordings awaiting discovery. Here for the first time, along with every known Carl Perkins outtake from the Sun era. Finally, it's all here in one place, along with some delicious moments of studio chatter, false starts and song fragments. You've never heard Carl like this before. Also offer some memorable home recordings from the Sun era, some of them previously unissued. They show Carl playing and singing in the privacy of his own living room.

Carl Perkins had eight singles and one LP released on the original Sun label. The LP contained five previously unissued tracks so that's a total of 21 songs - his entire released Sun legacy.

When Carl left the label in 1958 he left numerous additional titles, many of which would eventually find their way into commercial release as Sun archaeologists dug more deeply into the tape archives. Not all of those originally unissued titles were gems, but many were strong compositions and performances that had been worthy of release the first time around. Carl also left outtakes of most of his issued titles. They, too, deserved attention.

Here, for the first time, we gather almost all that previously unissued material in one place together with some never-issued home recordings from the era and release it about as systematically and completely as it is likely to appear. This project is a labor of love, and because it is far from a Greatest Hits compilation, its market will be as small as it is dedicated. In any case, a collection of 'Hits' was hardly viable. Carl Perkins did not have enough Hits 'Greatest' or otherwise — to sustain a project of this description. Once you get past Blue Suede Shoes, the recognition factor declines pretty rapidly.

What doesn't decline is the quality of the music. Carl made a lot of good recordings. We were repeatedly reminded in compiling this boxed set of just how fine a guitarist, singer and songwriter Perkins was. It is our hope that listening to these sides will remind you of the same. There is a prodigious amount of raw energy on these tapes, some of it admittedly fueled by alcohol. Much of this music will rivet your attention. Carl Perkins was truly a major talent, whether allowing the Hank Williams side of his Hillbilly roots to come up for air; working the bluesy edge of rockabilly that drew collectors to him; or attempting to be a teen poet, much as Chuck Berry had done during the same decade. Carl Perkins was about as deeply involved in teenage life as Chuck Berry was — which is to say 'not.' But that didn't stop either man from speaking to that audience in credible images.

In barely over 3 years, Carl Perkins made the transition from pure hillbilly singer to aspiring teen idol. Of course, he never succeeded in the latter. Despite the best promotional efforts behind him, Perkins was never really teen idol material. Sam Phillips had it right the first time he met Perkins in mid-1954. "l thought he was one of the world's greatest plowhands''. Phillips wasn't being in any way demeaning. He simply saw how intractably country the young man standing before him was. It was going to be a full time job separating Carl from a life of sharecropping and singing in the rough-hewn honky tonks of Jackson, Tennessee. It's a long way from that life to the stage of the Brooklyn Paramount or the Dick Clark TV show. The question was whether Carl could make that journey and retain the feeling and originality that Phillips detected even before the first recordings had been set down on tape.

Format and Content

You won 't find a detailed Carl Perkins biography in this book. That work has already been done and, fortunately, most of it is still in print. David McGee, with a lot of input from Carl, wrote his biography (Go Cat Go) and Carl 's own (with Ron Rendleman) book, Disciple in Blue Suede Shoes covers much of the same ground. Bear Family's Carl Perkins box (BCD 15494) contains a wealth of biographical material by Colin Escott and Bill Millar, and Bear Family CD Carl Rocks (BCD 16752, compiled by Hank Davis) does as well. In short, there's no shortage of information about Carl's life.

Rather than needlessly recreating a biography, we have devoted almost all of our attention to the music. As you'll see, we have examined it in considerable detail. As we mentioned before, this is far from a 'Greatest Hits' package, and that tells us something about you and your interest in Perkins and Sun Records. It's also likely you are no stranger to Bear Family's Outtake Box series, which ranges from Johnny Cash (BCD 16325 ) and Billy Riley (BCD 17122 ) to the Everly Brothers (BCD 15931 ). There may not be hundreds of thousands of us fans and collectors out there any more, but it is fair to say that with this boxed set, you have come to the right place.


As we all knows Sun Records has a special place in music history. The combination of country musical feeling with blues musical structure changed popular music. Much of that happened in the Sun studio, accomplished by a long list of musicians, most of whose names you know. And Carl Perkins has a special place in that list. Many of those musicians, and others of the era, earned and received admiration, respect, and success. But Carl, in addition to those, inspired something more in lots of the people who came to know his music: affection for the man himself. Many of those people took his music and incorporated various aspects of it into their own contributions to popular music. Most prominent of those, of course, were the Beatles. But there were many others. Elvis had imitators. Carl had descendants.

As we said earlier, you will learn or be reminded that Carl had command of all aspects of his music. He wrote a lot of terrific songs — beautiful ballads, dance-able rock 'n' roll numbers, slices of the rural southern life he knew. His guitar stylings ranged from the hard-edged to the frankly pretty and the slightly jazzy, and he played what the music needed (with a level of versatility and virtuosity that will surprise some people when they get to Disc 5.) He sang straight-ahead or stylized as befitted the song but it was always recognizably him. And the combination of all these approaches, as you will hear, remind us that he was far more sophisticated than he's generally thought to be, and far more sophisticated than casual listening would reveal. You're in for a treat.

Sam Phillips, Bill Cantrell, and Quinton Claunch
Re-Issue Producer
Hank Davis and Scott Parker
Tape Research
Hank Davis and James Stewart
Jurgen Christian Zwarg
Liner Notes/ Music Commentary
Hank Davis and Scott Parker
Colin Escott, Martin Hawkins, Scott Parker,
Hank Davis, and Richard Weize
Photos and Illustrations
R.A. Andreas, Hank Davis, Colin Escott, Ron Haney,
W.S. Holland, Joseph Rullo,
The Showtime Music Archive (Toronto)
Photo Scan
Andreas Merck
Photo Restoration
Thanks to
W.S. Holland, and Stan Perkins

Disc 1 Contains

An In-Depth Look at Carl's Music

Honky Tonk Babe / Gal

In late October or early November 1954, the Perkins Brothers Band made its second trip to the Sun studio. The first trip had been to audition for Sam Phillips; this trip was for a recording session. The second song they recorded at this session was ''Honky Tonk Babe/Ga1'' (the title is taken from the tag line but, like so many other lyrics in Carl's early performances, it didn't always come out the same). The band had been performing the song for a while in the bars around Jackson, Tennessee. At the session, they did the song five times but Sam, though he said he liked it, didn't think they'd got it perfect. And so these recordings remained unheard for decades.

And what's wonderful about these takes is the enormous infectious energy that drives all of them from start to finish. The seeds of rockabilly were sown early. Listening to them more than half century later, we can see that both of Sam's opinions were correct - they never nailed ''Honky Tonk Babe'' and this band was destined to make a lot of stunningly wonderful recordings.

Even though the Perkins Band had been playing this song in the bars for years, we can hear the arrangement evolve over these five takes. One notable change is that in the first of the live, Carl's vocal opens the song but he adds a guitar introduction in the following four. The one guitar solo in the first take proves to be his favorite after he tries a different approach in the second take.

The later takes have two solos and eventually they're all alike - repeats of the one from the first take. That chosen solo has an exciting aggressive opening, similar in feel to what Scotty Moore plays on the second solo of Elvis's ''Baby Let's Play House''. Carl and Elvis were playing shows together and we shouldn't be surprised that two first-class guitar pickers who were inventing a new style of music would draw inspiration from each other.

The song's structure seems to be made up on the spot. Sometimes there are two verses after a solo, sometimes three. The lyrics change as well. Of course, there's the shift from ''Honky Tonk Babe'' to ''Honky Tonk Gal''. Verses come and go. One notable verse in the first take ("they took the sand from the dance floor ") never reappears. But it raises a possibility that could resolve an old mystery: Is the "sand from the dance floor " the source of "you got that sand all over your feet " in ''Honey Don't''?

One constant in all the takes is the verse where Carl scat sings two lines, ending "la dah dee doh" (which rhymes with "floor".) We guess he picked that idea up from Elvis's record of ''That's All Right''. It works fine here too.

What's remarkable about these five recordings is the way they give hints of what was to come - the blending of country music with other forms of pop music. Surely, this is a country song. The theme of the lyric is a country staple - woman seduced by the bright lights and honky tonks "downtown". Carl's singing starts out very country - he cracks his voice in a near-yodel as was common for country singers of the day. But over the course of the five takes, the vocals become more energetic and more confident and the cracked voice trick disappears. Also, notice the tune. In the second line the melody is anchored on a ''bluesy' note'' - the flatted third surrounded by a IV chord. In these ways, ''Honky Tonk Babe/Gal'' is not nearly so pure a country record as the other song they recorded that day, ''Movie Magg''.

1 - Honky Tonk Gal / Babe (Take 1) (1:52) (Carl Perkins)
2 - Honky Tonk Gal / Babe (Take 2) (2:16) (Carl Perkins)
3 - Honky Tonk Gal / Babe (Take 3) (2:11) (Carl Perkins)
4 - Honky Tonk Gal / Babe (Take 4) (2:22) (Carl Perkins)
5 - Honky Tonk Gal / Babe (Take 5) (1:57) (Carl Perkins)

Turn Around

When Sam Phillips mixed ''Honky Tonk Babe/Gal'' for release, he told Carl that he wanted a good country ballad to go on the flip side of ''Movie Magg''. The result was ''Turn Around''. Sam gave it that title; Carl had been calling it ''I'll Be Following You''. Sam brought in Quentin Claunch on guitar, Bill Cantrell on fiddle, and Stan Kesler steel to join the Perkins band on the session. He wanted a real country record.

The song is absolutely gorgeous - simple, heartfelt, and honest with a sing-along melody. Jerry Lee Lewis noticed that and included the song on his 1957 Sun EPA 107. If it had been a bigger hit, it would have been a natural for Ray Charles to resurrect in the early 1960s when he was recording country songs like ''I Can Stop Loving You'' with a full orchestra and chorus. And Carl wrote it because Sam asked for a good country ballad. Sam should have sent in a request every week.

On the one complete outtake, Carl 's vocal is every bit as pure and earnest as it is on the released version. The instruments - mainly the fiddle - are not all tuned up together, providing some truly uncomfortable moments which we guess were recognizable only when the tape was played back. This one belonged in the outtake box.

We also have a few fragments and some studio chatter among the musicians. At one point in the chatter there it's a discussion of Elvis and someone, probably Cantrell, says he doesn't like that sort of music. The old guard passeth.

6 - Turn Around (Fragment 1) (2:31) (Carl Perkins)
7 - Turn Around (Take 1) (3:17) (Carl Perkins)
8 - Turn Around (Fragment 2) (0:51) (Carl Perkins)

Movie Magg

Carl Perkins was a virtual unknown when his first record appeared in early 1955 and his name wasn't even on a Sun label. In some ways, neither side of Flip 501 pointed to what was to make Carl famous or endear him to generations of rockabilly fans. But in other ways this song gave us lots of clues about what made Carl so special.

According to Carl's bio ''Go Cat Go'', the earliest version of ''Movie Magg'' was written when Carl was just 14. Although the lyrics were tweaked over the years, the song remained fundamentally unchanged until the day Carl recorded it in 1954. In ''Movie Magg'', Carl has presented us with what might be a movie script. The story couldn't be any more rural, and it takes us back to an earlier time. Here's a good old, hard-working farm boy who ''slicks himself for Saturday night'' and ''polishes up his old horse Beck'' and takes his girl Maggie into town to see a ''western picture show''. Even in 1954, these were memories of an earlier, gentler America.

In this very early recording, we can hear traces of Carl 's undeniable lyrical gift. The song title is a telling play on words, although it's not clear at this point who created it. By his own admission, Carl was not good with titles. Perhaps it was Sam's shorthand way of referring to the song. W.S. Holland recalls, "I don think that song even had a title before we auditioned it and recorded it at Sun. It could very well have been Sam who named it''. In any case, back in the 1950s, movie magazines were all the rage. They were referred to as ''movie mags''. Here, Mag becomes Magg, short for Maggie. That alone was worth the price of admission. And the story line, including a reference to Maggie's suspicious father who waits behind the door with a shotgun, added humor and depth to the story line. The irony is that from where we sit, it's hard to imagine what Maggie's dad could object to about Carl (who inserts his own name into the lyric). Maybe he didn't like the fact that Carl didn't motor up to his gate in a 1952 Ford. He was making Maggie "climb upon old Beckie's back" in order to get into town. Maybe dad wanted more for his daughter, but at least he didn't have to worry about any backseat shenanigans with Carl at the reins. Beckie didn't have a backseat. For that matter, she didn't have a front seat, either.

This early outtake - the only one that has survived - has a more country feel than the issued version. Carl stumbles over some of the lyrics and phrases them a bit awkwardly. The take also includes some alternative lyrics that wisely never made it to the release ("Look out dad, just back up boy, cause you are in the way"). The last four bars of the guitar break strongly suggest the presence of Stan Kesler's steel guitar, an instrument that was unknown and uncredited on the issued version of the song. At the least, Kesler is playing a muted duet with Carl.

A small coda to the story: W.S. Holland observes today that it's hard to imagine how a bunch of unknowns, including a boy who had never played the drums before, could walk into a recording studio with a song about a boy taking his girl to the movies on a mule, and walk out with a recording contract. Of course, barely a year later they were all making more money than they ever thought possible.

9 - Movie Magg (Take 1) (2:06) (Carl Perkins)

You Can't Make Love To Somebody

This song should make every Carl Perkins fan sit up and take notice. By digging deep into the vault, we have found five versions of the title (plus a false start) stemming from at least two different sessions. None of these appeared as a single or an LP track on the original Sun label. Maybe the subject matter was considered a tad too risqué for the time. Whatever the reason, both Carl and Sam took this song quite seriously, before abandoning it and moving on. You'll hear a range of styles here, from a more traditional hillbilly approach to a drum centered version as rock 'n' roll began to dominate the charts barely a year later.

More than anything, these recordings show us that Carl was really inventing or refining a new kind of music that was accurately referred to as ''hillbilly bop''. Make no mistake about it: this was hillbilly music, but Carl was literally bopping all over the stage or studio when he performed it. His phrasing was free and spontaneous - something for which hillbilly singers have rarely been noted. You can hear the spirit of Hank Williams looming over some of these takes, but when Carl breaks into wordless scat singing, you know he had left Hank Williams behind.

Just listen to these five outtakes and feel the energy Carl brings to the performances. Carl (and his band) are truly giving birth to this music as they perform it. You're never entirely sure which lyrics Carl will sing or how he'll accent a vocal line or play his guitar. Throwaway couplets like '"Listen boy, ain't no joy, being lonely" reveal the ease and brilliance with which he composed songs. In truth, ''composed'' is probably too heady a term for what Carl did. His guitar offers counterpoint to the vocal. He's not simply strumming or playing in rhythm. When Carl played like this, he and his brother Clayton (slap bass) were an entire band unto themselves. Both drums or acoustic rhythm guitar were unnecessary. Remind yourself that those stellar guitar breaks you hear are coming from Carl. Elvis had Scotty. Carl had Carl.

There's a strong similarity between Carl's vocalizing and guitar playing on this title and ''Gone Gone Gone'', which might have been a reason this title was set aside. Once Sam decided to release ''Gone'' on Carl's second record (and on his LP), this song might have seemed redundant. Both reveal that free, even jazzy approach Carl brought to his performances. The composition, itself, may have been fairly straight, but once Carl got his teeth into it, it was anybody's guess where it was headed.

The truth is, that kind of jivey freedom is not a quality of rockabilly any more than it is of hillbilly music. Carl eventually became associated with rockabilly (''Blue Suede Shoes'' was the turning point), but this song, that predates ''Shoes'' by perhaps six months, is written and performed in a different style altogether. It resembles, in melody and feel, Elvis's 1955 Sun recording of ''Just Because'', a song that dated back to nearly the turn of the century.

10 - You Can't Make Love To Somebody (Take 1) (2:35) (Carl Perkins)
11 - You Can't Make Love To Somebody (False Start 1, Take 2) (2:41) (Carl Perkins)
12 - You Can't Make Love To Somebody (Take 3) (2:35) (Carl Perkins)
13 - You Can't Make Love To Somebody (Take 4) (2:17) (Carl Perkins)
14 - You Can't Make Love To Somebody (Take 5) (2:24) (Carl Perkins)

Gone Gone Gone

Rockabilly music at its beginning was basically country musicians taking a high-energy country-music approach to songs with blues structure. And ''Gone Gone Gone'' is the first Sun release with a country singer performing a 12-bar blues that he wrote. (Earl Petersen's record of ''Boogie Blues'', Sun 197, has blues structure verses but the refrain is straight country music). Considering what happened at Sun in the years after, that alone would make this a landmark record.

We have three outtakes of the song, and they reveal a nice progression toward the released version - from country music to something more closely resembling rock and roll. Most of that is due to Carl's guitar playing during his vocals. Going from the first to the third of these outtakes, he restricts himself to doing almost nothing but playing a percussive backbeat, foregoing the occasional melodic or harmonic fills. Meanwhile, Clayton Perkins' slap bass drives the song along. W.S. Holland's drums have little to do with that drive. By his own reckoning, W.S. could barely play the drums at this point, and in W.S.'s clear memory, Sam was none too thrilled about having drums cluttering up the mix. In one of his few concessions to the status quo, Sam stood shoulder to shoulder with the folks at the Opry. Drums had no place in country music. Whatever you hear of W.S.'s drums on these early records is bleed through from the bass mike. There was no separate microphone on the drums. Obviously, all that would change very soon at 706 Union Avenue.

Carl's vocals are about as unrestrained as you can get. He whoops it up, scat sings, shouts encouragement to himself in the solos and gives an exciting stage show right there in the studio. And, as he did so often, he rewrites the lyrics on the spot. So we go from "It must be jelly 'cause jam don shake like that" to "That must be my gal yours don 't look like that". Sometimes "I'm gone gone gone" and sometimes "She gone gone gone''. It hardly matters.

Occasionally, particularly in the second of our three tracks, you can hear Bill Cantrell's fiddle squeaking high above the rest. Clearly, Sam tried to keep it hidden. He didn't intend this to be a pure country record.

Overall, these takes are a snapshot of the peculiar progress from country music played with abandon to rock and roll. Carl and the boys are pretty close to the finish line.

15 - Gone Gone Gone (Take 1) (2:55) (Carl Perkins)
16 - Gone Gone Gone (Take 2) (2:20) (Carl Perkins)
17 - Gone Gone Gone (Take 3) (2:33) (Carl Perkins)

Let The Jukebox Keep On Playing

Fans of Carl's back in the 1950s who decided to check out some of his releases before ''Blue Suede Shoes'', hoping to find some unknown early rockers, were in for a shock when they found this. Same label, about six months earlier than ''Shoes'', the word ''Jukebox'' in the title, all the omens were there. How could this happen?

We know today that Carl worshipped at the throne of Hank Williams before he caught the boppin' fever. This record was what ''Billboard'' used to call a "dolorous chant''. It's grim; humorless; sad and mournful, and it's great. For many fans who got in at rockabilly's ground floor, this record was a learning experience. You got the whole deal here: sawing fiddle, soaring pedal steel. This is as fine an example of mid-1950s Memphis country music as you're likely to find. And let's make one thing absolutely clear: Carl was very good at this stuff - both writing it and performing it. There were thousands of Hank Williams wannabees, well after his death in 1953. Carl was one of them and he was on his game here.

The one surviving outtake of ''Jukebox'' reveals one obvious lyrical difference from the issued version, and it's not clear whether it was an intentional difference or a lyrical fluff. Carl sings "Let the jukebox keep on playing / Let my record go around''. Is that "my" as in the one I've selected for my nickel, or "my" as in the one I've recorded, maybe even this one?

Other than that it's not clear why this take was held back in favor of the issued one. This performance has a considerably more stylized vocal than the original single. Whether that entered into Sam's decision is anybody's guess at this point.

18 - Let the Jukebox Keep On Playing (Take 1) (2:52) (Carl Perkins)

What You Doin' When You're Cryin'

This is another one of those enigmatic early Carl Perkins recordings that never saw light of day on Sun. Its style owes an obvious debt to Hank Williams and, truth be told, it's a damn fine song. The title is tied to an eight-note melody that becomes a powerful hook with repeated listening. In fact, that enticing and familiar melody line (C - D - F - E – D - C - E -E in key of C) has inspired several of us (*) to search through our memories of pop/country songs released in the 1950s just before and after Carl's song was recorded.

We know of no precursor to this melody (i.e., Carl did not 'steal'' it from anywhere we can tell). The reason it sounds maddeningly familiar to us is that it (or at least the first six notes, anyway) shows up on several slightly later records of the era. The earliest we know of is Jimmy Williams' MGM record of Leslie Lyle's song, ''Go Ahead And Make Me Cry'' (MGM K12150), released in November 1955. (This is a different Jimmy Williams than the one who recorded for Sun in 1957, by the way). A better known version of this catchy melody appears on Patsy Cline's ''Poor Man's Roses'' (written by non-hillbilly tunesmiths Milton DeLugg and Bob Hilliard) that charted in February, 1957, as did Patti Page's cover version. Most successful with the melody was Jimmy Clanton's Top 10 1958 hit recording of his own composition, ''Just A Dream''. But none of these pre-dates Carl's recording. If there is a predecessor to his use of the tune, we haven't been able to find it.

However, the pedal steel intro on Carl 's record does have traceable ancestry. It goes back to Little Roy Wiggins' steel intro to Eddy Arnold's 1954 mega-hit ''How's The World Treating You''. Stan Kesler's 4-bar intro (and outro) to Carl's recording is virtually identical to what Wiggins played.

Two versions of the song by Carl survive, with virtually identical instrumental work and arrangements, but decidedly different words. Once again, Carl has shown his facility for improvising lyrics on the spot. The next time you hear somebody praise Jerry Lee for being the King of Lyrical Improvisation, think about what you've heard by Carl on this collection.

The first outtake offers the more confident and effective vocal, although either of them would have been a credible single had Carl not enjoyed sudden, unexpected success in another domain altogether. ''Blue Suede Shoes'' spelled the end of Carl 's hillbilly career at Sun and caused worthy recordings like this to be shelved. Over half a century later, we can give them the attention and respect they deserve.

(*) - Thanks to Larry Davis and Phil Wells for help with musical sources.

19 - What You Doing When You're Crying (Take 1) (2:51) (Carl Perkins)
20 - What You Doing When You're Crying (Take 2) (2:51) (Carl Perkins)

Perkins Wiggle

This song is an anomaly. It's one that Carl had played in the clubs for some years, calling it the ''Perkins Boogie''. But it's not a boogie, it's a pop song. Craig Morrison pointed out in ''Go Cat Go'' that it's obviously adapted from ''Tuxedo Junction'', Erskine Hawkins' 1940 hit memorializing a Birmingham dance hall which became an even bigger hit for Glenn Miller and was featured in the 1953 movie, ''The Glenn Miller Story''.

The song is about "a red hot rhythm they don understand", "a brand new boogie they don't understand'', ''everybody's doin' it with a rock rock rock", and "doin' the boogie-woogie with the Dixie bop". Dixie bop might have been a nice name for what we came to call rockabilly, but this ain't it. Despite the high-energy promise of the lyric, the record is altogether subdued. The nearest thing to boogie happens on the last of our three outtakes in Carl's guitar work behind the last verse. This is a nice easygoing song in the spirit of an earlier era, and a good record, even if atypical for Carl. What plans Sam Phillips might have had for it we'll never know, but he expended some tape and studio time in getting three versions recorded.

With the benefit of hindsight, this song's most interesting aspects are the ways that Carl relied on it in his later records. One that it fed was ''All Mama's Children''. First, and most obvious, both have a vocal line sung over a stop by the band. Here, it's "doin'' the Perkins Wiggle with the Dixie Bop"; later it would be "alla mama's children are a-doin'' the hop. A second connection is the guitar solo. Carl's second solo in the first of our outtakes here is a direct forerunner of his first solo in ''All Mama A' Children''.

21 - Dixie Bop/Perkins Wiggle (Take 1) (1:56) (Carl Perkins)
22 - Dixie Bop/Perkins Wiggle (Take 2) (1:57) (Carl Perkins)
23 - Dixie Bop/Perkins Wiggle (Take 3) (1:58) (Carl Perkins)


Another casualty of ''Blue Suede Shoes''. ''Tennessee'' was to have been one side of the mysteriously ''lost'' Sun 235. As is now known, a record consisting of it and ''Sure To Fall'' credited to the Perkins Brothers Band was scheduled for release but pulled at the last second when Shoes started to chart at a level nobody had anticipated. In order to put all of Sun's meager resources behind the likely winner, the Perkins Brothers were withdrawn in favor of Carl, himself. The world had to wait until Carl's first and only Sun LP (1225) to hear this and ''Sure To Fall''

The closest we come to an outtake is the final 32 seconds of one. We exhausted the vault, looking for a complete outtake and this is all that remains. ''Tennessee'' is a clever song, once again showing Carl 's lyrical flair. He proudly gives his home state credit for such diverse treasures as Eddy Arnold and atomic bombs.

24 - Tennessee (Fragment 1) (0:33) (Carl Perkins)

Sure To Fall

This song is the only one to give the lead vocal duties over to Carl's brother Jay. It was an idea that never got repeated. Sam had already told Carl that he, Carl, should be the singer - the world already had one Ernest Tubb. Carl sings harmony in the verses and the lead in the release. Carl is by far the better singer, although the song is pitched so that the highest notes he has to reach in the release are not comfortably within his range.

The song itself is a conventional country ballad, written by Carl with a whole lot of input from Claunch and Cantrell, and it's a good one. Despite its obscurity, it inspired remakes by the next generation of musicians. It's one of the many Perkins songs that the Beatles performed in the early 1960s, and Ringo Starr recorded it solo in 1981 . NRBQ recorded it in 1969, months before doing their album with Carl, and played it at their shows at least into the 1980s.

We have three outtakes here. They are quite similar to each other and to the released version. Carl's approach to the guitar solo is interesting — fast- strummed chords that convey much of the melody. His control over the volume of the instrument in doing that is a nice dramatic touch. It's the sort of thing that bluegrass mandolinists often do, but not so common for guitar players. He takes a new tack in the last part of the solo in the third of our outtakes, going to single-note melody. The second outtake is noticeably slower than the first and the drums are more prominent. Those seem like wise decisions. In that second outtake, Carl's guitar adds a flatted 7th to the IV chord to make it a little bluesier in the first occurrence of the release but he does not repeat it.

These three only slightly different takes on this song led directly to the version that ultimately appeared on Sun. Obviously, the boys thought they had it about right when they started taping, but a few new ideas got tried out along the way.

25 - Sure To Fall (Take 1) (2:30) (Carl Perkins-William E. Cantrell-Quinton Claunch)
26 - Sure To Fall (Take 2) (2:35) (Carl Perkins-William E. Cantrell-Quinton Claunch)
27 - Sure To Fall (Take 3) (2:36) (Carl Perkins-William E. Cantrell-Quinton Claunch)

Blue Suede Shoes

Try to imagine what Carl's career would have been like without this song. It was only his third record and nobody expected anything this big. How could they? Sam had sold some records on Elvis and on ''Bear Cat'' (Sun 181) but never anything like this.

W.S. Holland reports, "I've read lots of versions of how this song got written but I still haven seen the whole story. Here's what happened. Our band, Elvis band, Cash's band, all of us were touring together back in 1955. It was through that agency Sam and Bob Neal had created called Stars Incorporated. We had had two releases by then and we and the Cash band had become real close friends. We were driving around, must have been around fall of 1955, and Luther (Cash's guitar player) got into my car and I got into Cash car with John and Marshall Grant, who's driving. Cash is sitting in the back seat behind me and Perkins is next to him. John stretches his legs out and puts them on the back of the front seat where I'm sitting. John had gotten out the Air Force about a year ago and for some reason he's thinking about shoes, shiny new shoes. So he looks at his own feet and says, 'Carl, we ought to write a song about some shoes. A few minutes later he repeats it, only this time he says 'some Blue Suede Shoes''.

"That all there was to it. Now the trip over and we 're back home and playing in a little club out here called Tommy's Drive-ln. There's no sound system or nothing like that. No stage, we 're just in the corner. And this boy and girl dance by and the boy says to her, 'Don step on my new shoes''. He doesn't say nothin' about 'blue suede'''. Just 'new. ''I guess he had him some new shoes on when he said that. And Carl went home that night and the rest of the story is probably true, about Carl writing the words on an empty potato sack''.

Surprisingly, there are only three takes of ''Blue Suede Shoes''. Most of us know one of them by heart. Here are the other two. As you listen, bear in mind that, once again, Sam picked the correct one for release.

On the first outtake, which was also the first take of the song, Carl begins with "Go boy, go'', which Phillips quickly suggested Carl change to ''Go cat, go''. Surprisingly, Carl's guitar solos are pretty much as on the issued version. The lyrics, too, are pretty similar. Both of these things are unusual for Carl Perkins outtakes where change was often the byword. The general mix and recorded sound are also similar to the released version. The biggest difference appears at the closing - what we don't have here is the extended ending with Carl singing "Blue, blue, blue suede shoes...'' under his guitar boogie. Without this feature, the ending is abrupt, or at least it seems that way after we've spent half a century with the released version. And note that the song ends on a 1-7 chord, instead of the 1-6 of the original release. That's not just technical talk for musicians; those chords feel very different.

The second outtake (which was actually the third take in the studio - Sam released the middle one) features "Go cat, go" on both the start and ending. This time Carl sings the more rural phrase "Drink my corn" rather than 'Drink my liquor'', which is what we've grown accustomed to hearing.

Compared to the single, the vocal performance here seems more exaggerated or stagey. These are the kind of vocal inflections you might expect to hear as Carl winds up for the final verse, yet they appear at the start here. On this version Carl again uses the extended ending that we know from the single. But this time he's singing too much. There are too many lyrics here instead of simple repetition of the title phrase, as happens on the single. The effect seems contrived. Like the issued version, the song ends on a 1-6 chord here.

28 - Blue Suede Shoes (Take 1) (2:01) (Carl Perkins)
29 - Blue Suede Shoes (Take 2) (2:16) (Carl Perkins)

Honey Don't

Though it came to be the flip side of ''Blue Suede Shoes'', ''Honey Don't'' was the side getting the major airplay in Jackson and Memphis when Sun 234 was released. That didn't last, of course, because when ''Blue Suede Shoes'' quickly became a smash in Cleveland the future was clear. But it does remind us that it's a terrific record in its own right and the people closest to this style of' music recognized that immediately.

One of its distinctive qualities is the chord sequence in the verses - shuttling back and forth between E and C before going into the boogie-style refrain. As Carl recalls in his biography, he made the song up on the spot in a club in Jackson and he got into a dispute with Jay who didn't understand what the chords were at first and then didn't approve of them. Carl said "Just do it''. It worked out all right.

The two outtakes we present here differ considerably from the released version. The lyrics are different from Sun 234 - for example the repeated "please, please, please". The verses in the second outtake are almost incoherent (''How come you will you say when you don't/ Tell me baby don you know you won't''). And the long-mysterious-for-many-of-us line in the release about "you got that sand all over your feet" (a mystery solved by listening to ''Honky Tonk Babe/Gal'' and discovering that the sand came from a dance floor) doesn't appear in either of these outtakes.

The arrangement evolves toward the final released version too. In the first outtake, W.S. Holland plays his drums through what was supposed to be band-silence behind Carl 's vocal. At the time, it was a mistake though for the released version they decided it had been a good idea. W.S. Holland remembers the episode quite clearly. "I played through the stops because I didn't know any better. When we listened to the playback I said to Sam, 'Well that doesn't sound too bad and what does it hurt? 'And Sam said 'It doesn't hurt anything and that's what makes it different'. So we just decided to leave it in. Things like that happened at Sun all the time. It wasn't anything anybody planned, but it worked out just fine''. The beginning of the guitar solo in the first outtake is very different from the one on the released version; by the second outtake, the solo we all know is taking shape.

But all of that matters little. Both of these outtakes are wonderful in just the way that the released version is. One key to it all is the energetic and remarkably fluent boogie guitar figures that Carl plays during the verses and in the second halves of the solos. The other is Carl's enthusiastic vocals they're so good that the words fade into unimportance.

We can wonder how different popular culture would have been if Cleveland had shared Tennessee's preference for this side of Sun 234.

30 - Honey Don't (Take 1) (2:10) (Carl Perkins)
31 - Honey Don't (Take 2) (2:25) (Carl Perkins)

Disc 2 Contains

Boppin' The Blues

Sadly, all we've got for this important title, Carl's fourth Sun record, is two incomplete takes and one full outtake. If that's the bad news, the good news is that they're all wonderful.

The first thing you'll notice about outtake 1 is that it has a very different feel from the issued single. This one is far more countrified than the distinctively rock-oriented version we know. The mix is also different. Perhaps more than ever before, we can hear every instrument in Carl's small band. The biggest surprise is W.S. Holland. No longer buried in the mix or forced to use brushes, W.S. provides a strong backbeat. It's not obvious why this take was aborted after barely 13 seconds, but it would have been a dandy if it had kept on like this.

On the next take, also aborted way too soon, the instrumental separation is again wonderful. You can even hear brother Jay's acoustic guitar against the drums, bass and Carl's lead guitar. This gets shut down after the second time Carl pops a ''P''. Again, the take was on its way to being a gem, perhaps even better than the issued version.

The first and only full outtake we could find has much to recommend it. For one thing, W.S. really swings here. We have never heard him play like this before, not just keeping time but providing lots of fills. Carl delivers a splendid vocal. If this single outtake were the only thing Carl had left in the Sun vault before vanishing, it's a safe bet he'd still have attained legendary status among fans and collectors. Thankfully we have much more to know and admire about Carl Perkins.

1 - Boppin' the Blues (False Start 1) (0:18) (Carl Perkins)
2 - Boppin' the Blues (Fragment 1) (0:29) (Carl Perkins)
3 - Boppin' the Blues (Take 1) (2:33) (Carl Perkins)

All Mama's Children

This song got released as one side of the follow-up to ''Blue Suede Shoes''. Coming up with another lyric that involved shoes seems like a daunting task, but Carl and Johnny Cash were up to it.

We have outtakes from two recording sessions. Outtakes 1 and 2 are from the earlier session; the remaining five are from the later one. The first outtake begins with some attempts to talk through the arrangement and after a sloppy beginning is a respectable run-through of the song including that last verse that includes ''...reelin' and a rockin' and a knockin' their souls'' that never appears again. The second tries out a whole different approach to the song, beginning every verse with stops. They didn't do that again either. On both these tracks, W.S. Holland plays a shuffle rhythm on the snare drum, another thing that won 't reappear.

The last five outtakes get closer to the version we know from Sun 243. Holland's drumming is now concentrated on the backbeat with tom-tom accents (and is really lively on the next-to-last outtake) and the slap-bass is better integrated into the overall sound.

One constant throughout all the recordings of this song is the peculiar sound of Carl's guitar. It's unlike anything he recorded on other songs and sounds it he were playing an electrified ukulele. We don't know just how' he did it, why he did it on this song, and why he didn't do it again. But his solos on all tracks stay pretty close to each other and to the released version, so we suppose decided that these solos sounded good with that guitar sound.

Carl often ad libbed lyrics but keeping track of the lyrical changes on this song is a challenge. Sometimes it's an "old woman" who lives in the shoe and sometimes it's an "old lady''. Sometimes the kids are "pickin' 'em and puttim' down" and sometimes "pickin' 'em up and layin' 'em down". Sometimes the kids are "children" and sometimes "young 'uns'''. (The final compromise occurs on the released version where he says "alla mama's chunguns are doin ' the bop''). Sometimes they're 'gonna roll, gonna rock, gonna bop til they pop'', sometimes they're "gonna rock, gonna roll, gonna bop (or jump), gonna go''. All of these shuttle back and forth in combinations. The lyrical version we know from Sun 243 is probably not the result of a plan but just the accident that happened on Sam's favorite performance.

4 - All Mama's Children (Take 1) (2:19) (Carl Perkins-John R. Cash)
5 - All Mama's Children (Take 2) (2:10) (Carl Perkins-John R. Cash)
6 - All Mama's Children (Take 3) (2:22) (Carl Perkins-John R. Cash)
7 - All Mama's Children (False Start 1) (0:17) (Carl Perkins-John R. Cash)
8 - All Mama's Children (Take 4) (2:29) (Carl Perkins-John R. Cash)
9 - All Mama's Children (Take 5) (2:51) (Carl Perkins-John R. Cash)
10 - All Mama's Children (Take 6) (2:17) (Carl Perkins-John R. Cash)

Only You

We don't have an outtake for you, but we do have a pretty good story. The Platters' record of ''Only You'' hit the charts on October l, 1955 (and stayed there for 22 weeks). It became a favorite of Carl's and he often sang the song for his own entertainment. On December 12, 1955, Carl played a show in Amory, Mississippi along with Johnny Cash and Elvis Presley (how'd you like to travel back in time to see that one?) Carl performed ''Only You'' to an enthusiastic response from the crowd, although he had never recorded it and it was not the kind of song audiences expected Perkins to perform. W.S. Holland recalls that Carl ended up singing it three times that night. "Elvis went over to Bob Neal and told him jokingly, 'Don't book me on any more shows with that Perkins boy''. After the show, Carl told W.S. and the band that they ought to think about recording it the next time they went in for a session.

The most recent Carl Perkins discography (BCD 15494) shows the recording date as March 1956, only a few months after the Amory performance. (The original Sun Sessions discography (Escott/Hawkins) showed the session implausibly taking place in early 1957). In any case, the track appeared on Carl's Sun LP issued in 1958 and can be heard on BCD 15494 and BCD 17213.

Everybody's Trying To Be My Baby

Although this song got recorded at several sessions in March 1956, it remained unreleased until Carl's album came out in 1958. Its origins deserve some discussion. According to his biography, Carl claimed that he was inspired by an offhand remark that he made to Jay at a club date and it quickly turned into a song. When bio author David McGee pointed out that the song actually dated from the 1930s, Carl opined that perhaps he'd heard someone sing it some honky tonk or another.

In fact, we know of four recordings of this song that pre-date Carl's - the first (we think) by Rex Griffin in the late 1930s, one by Roy Newman, one by Jimmy Short (better known as Ernest Tubb's guitar player), and one by Gene Thompson in the early 1950s. The styles evolve from western swing to hillbilly as the years go by, but the song stays the same. It's a twelve-bar blues with a two-line verse followed by four lines of the title. The two-line verses vary from record to record. All four of the early ones include "They took some honey from a bee/ Dressed it up and called it me", which Carl modifies to "honey from a tree". All include waking up at half-past four with some number of women knockin' at my door; three of the records have fifteen women but Roy Newman has a mere dozen. Carl did not make this up at a club.

We have several full outtakes, a few fragments and false starts, and some discussions in which lyrics get composed. Obviously they were not satisfied with the arrangement and took a variety of approaches to it. The natural first question was how to open the song. Should they go right into it or have a few opening lines with stops? If there are stops should they be single-beat stops as in ''Boppin' The Blues'' or two-beat stops as in ''Blue Suede Shoes''? They try out all those possibilities. Should the guitar solos be rhythmic chords or single or double-note tunes or pedal steel-like chord sequences? They try out all those too. Carl's vocals range from energetic to subdued. They also try changing the key they play it in (the 7th' and 8th outtakes are in a different key from the others). And even what little melody as there is in this song gets a revision in the 8th.

As we've seen in this collection, Carl often made up lyrics on the spot so it's no surprise that the verses change from take to take. But it is interesting to keep track of how many women were knocking at his door when he woke up at half-past four. Most of the predecessor recordings of this song have fifteen. Carl has nineteen until the middle of the seventh outtake. In that take he sings the verse twice - there are nineteen women the first time but that shrinks to only the historically correct fifteen later in the take. And he sticks with fifteen there after. So what happened to the number nineteen, we wonder? Easy. In the version that was released on LP 1225 he adds a verse, "Went out last night didn't mean to stay late/ Before home I had nineteen dates". Nineteen is too good a number to abandon completely.

The band seemed never fully satisfied with any single approach to the song, Sam wasn't satisfied either, apparently, and sat on it until he finally put it on the album.

11 - Everybody's Trying To Be My Baby (False Start 1) (0:06) (Carl Perkins)
12 - Everybody's Trying To Be My Baby (Fragment 1) (1:00) (Carl Perkins)
13 - Everybody's Trying To Be My Baby (Take 1) (2:15) (Carl Perkins)
14 - Everybody's Trying To Be My Baby (False Start 2) (0:17) (Carl Perkins)
15 - Everybody's Trying To Be My Baby (False Start 3) (0:10) (Carl Perkins)
16 - Everybody's Trying To Be My Baby (Take 2) (2:12) (Carl Perkins)
17 - Everybody's Trying To Be My Baby (Take 3) (2:19) (Carl Perkins)
18 - Everybody's Trying To Be My Baby (Take 4) (2:19) (Carl Perkins)
19 - Everybody's Trying To Be My Baby (Take 5) (1:57) (Carl Perkins)

Dixie Fried

There's no doubt that Carl was drawing on some real life experience when he wrote the lyric for ''Dixie Fried''. But did Sam really think he could sell it? Were the same kids who danced to ''Blue Suede Shoes'' ready to join Carl in this after-hours romp thru the Jackson honky tonks? The interesting thing is, the title ''Dixie Fried'' was not a common term for being drunk. The words had a lot to do with how you might cook a steak or a chicken, but applying it to the after-effects of a bottle of Jim Beam was uniquely Carl's doing.

There's no doubt this is a clever lyric that, once again, showcases Carl's talent as a song writer. But the song was really written for the very people it showcases, and there just ain't enough of them to make a hit record. We hope you're interested in the song and its evolution because we've preserved just about every second of tape committed to it in the studio.

On the first outtake we join a performance already in progress. This early session shows a considerably more country approach to the song. Note how prominently miked Clayton's slap bass is.

The next one shows that early on, Sam, Carl and the band envisioned the song as a stop-rhythm track. That shouldn't surprise anyone since ''Blue Suede Shoes'' and ''Boppin ' The Blues'' had both used that approach and made plenty of money. Maybe that's what the record-buying public expected of Carl? The problem is, it just didn't work here and it took a few minutes of studio time to get it out of their system.

Again, the slap bass is very prominently miked, which saved Sam from having to record a full set of drums in his tiny studio. With the evolution of rockabilly and the growing importance of rock and roll, Sam would have to change his thinking. But in the middle of 1956 he was still hanging on to his approach.

You'll hear some alternate lyrics on this take, which is hardly unusual for a Carl Perkins song. Most everything Carl recorded was a work in progress. The guitar work in both the intro and solo here is progressing towards what Carl plays on the issued version of ''Dixie Fried''. This recording of the song still sounds a lot like ''Blue Suede Shoes'', although the addition of a piano in the next session would change all of that.

Our third outtake is much closer to the issued version, although it's clear at this point the boys aren't quite there. Carl certainly goes to some interesting places during his second guitar solo.

The fourth outtake is fascinating: You can hear Carl mess up after about half a minute and apologize to everyone in sight. About ten seconds later, he gets it wrong again. When it happens a third time about a minute into the take, Carl vows he's "gonna bust his GIT-an''. He makes a comment about how much his newly purchased, barely affordable Gibson Les Paul model cost him. And here he was, blowing a guitar riff over and over! It's a priceless moment for Sun fans and historians. When the boys finally through the take, there are still some sections with odd timing. Carl utters the curious phrase, "I've got Dixie Fried''. Still, you can hear close this is to the issued version of the song.

Next we have another false start followed by a full take. Carl recites the lyric like he's reading a poem or acting out a play, which is no doubt how he saw this song all along. In its own way, this is not so far from what Leiber and Stoller were writing for the Coasters: a story set to music.

There's a lot of energy in Carl's performance, and he continues to take some major liberties with both phrasing and accenting the vocal. The guitar solo is pretty well worked out by now and W.S. Holland has started tossing in those single stroke rolls that extend a beat or two into next verse. It unusual, to say the least, and it produces a powerful effect that will become most noticeable on Carl 's next record, ''Matchbox''.

Our final outtake is another nearly perfect version, although one problem turns up here that also shows up on a number of Carl's recordings. You'll frequently hear his final vocal note waver in pitch when he has to sustain it at the end of the recording. Usually that happens as he attempts to hold the note while playing the closing guitar figure. In fairness, that's a lot to keep your attention on at once, and is a major reason that bands or self-accompanied singers like to lay down an instrumental bed track before they perform the vocal. That allows them to direct full attention to one tiling at a time -a luxury Carl never had at Sun.

20 - Dixie Fried (Fragment 1) (0:57) (Carl Perkins-Howard Griffin)
21 - Dixie Fried (Take 1) (2:42) (Carl Perkins-Howard Griffin)
22 - Dixie Fried (Take 2) (2:19) (Carl Perkins-Howard Griffin)
23 - Dixie Fried (Take 3) (3:29) (Carl Perkins-Howard Griffin)
24 - Dixie Fried (Take 4) (2:30) (Carl Perkins-Howard Griffin)
25 - Dixie Fried (Take 5) (2:27) (Carl Perkins-Howard Griffin)

I'm Sorry I'm Not Sorry

To begin with, Sam had no idea what to do with Carl Perkins at this point. Perkins had come to him as a hillbilly singer in the Hank Williams mold. There was no denying Carl's talent as both a singer and songwriter, but Williams had been dead for over three years and his grip on country music was fading. Carl had shown a flair for songwriting, and his comic ode to a pair of shoes had made them both a lot of money. But the follow-up to ''Blue Suede Shoes'' had failed to sustain the momentum. Sam had better do something fast, or Perkins might become just another one-hit wonder.

On one side of Sun 249, Sam placed the clever but commercially untenable ''Dixie Fried''. On the other side he force-fed Carl a piece of late 1950s pop balladry, complete with piano triplets and hiccuppy vocal gimmicks. Was this the stylistic path Carl might follow? Luckily for us, it wasn't a hit, although at this point, anything seemed possible. Certainly buyers who came to the party for this song would wonder what hit them when they flipped the record over. But the same can be said for buyers who came to hear ''Dixie Fried''

For the first time, Carl's record featured material admittedly composed by somebody else. The song had been written by Wanda Ballman, an aspiring singer/songwriter from Jonesboro, Arkansas. She submitted the song via demo to Sam and went from being an unknown to a professional almost overnight when her copyright appeared on one side of a Carl Perkins record. Pretty impressive stuff. We do know that Wanda engaged in an extended correspondence with Sam throughout this period. He stoked Wanda's fires even higher when he had her come to Memphis in 1957 and record five sides. None were released at the time although they continue to be resurrected on Sun reissues internationally. It is possible that Sam, being Sam, made the most of Ms. Ballman's enthusiasm when he acted as her newfound benefactor and champion. In later years, Wanda persevered and had her material recorded by mainstream artists like Loretta Lynn and Charley Pride.

What we do know for sure is that this cleverly titled song went through half a dozen outtakes by Carl (all of which are included here). Its title managed to confuse one of us (HD) over the years (did it mean "Sometimes I'm sorry; sometimes I'm not" or was it an apology Carl offers when he sings "I'm sorry THAT I'm not sorry''?) The song was part of the 'clever title' tradition of the day such as Elvis's ''I Forgot To Remember To Forget'' or ''I'm Left, You 're Right, She Gone''. In any case, the record sank like a stone, although ''Dixie Fried'' has been recorded several times by other artists in the ensuing half a century.

In general these outtakes are a mess. Maybe it's because he isn't playing his own material, but the feeling in Carl 's vocal seems contrived and his guitar work is uninspired and aimless - not qualities one usually associates with Carl's playing. Granted, the issued version of the song doesn't make the ''Carl at Sun'' highlight reel, but these outtakes are really inferior fare. On some, e.g., the first, the shuffle rhythm is more pronounced than on the single. On others, the vocal hiccup quotient is measurably lower. On the fourth, Carl's singing is far more emotional during the release. The melody (what there is of it) is during the early outtakes (e.g. the first). Also note that the slap bass is more prominently miked than on the original release. The one thing that seems to have been steady and consistent is the brief instrumental kick-off. However, as late as our final outtake (which may have been recorded immediately before the released version) the ending is still a mess. All in all, this one sounds like it was a chore to record.

26 - I'm Sorry I'm Not Sorry (Take 1) (2:34) (Wanda Ballman)
27 - I'm Sorry I'm Not Sorry (False Start 1) (0:26) (Wanda Ballman)
28 - I'm Sorry I'm Not Sorry (False Start 2) (0:12) (Wanda Ballman)
29 - I'm Sorry I'm Not Sorry (Take 2) (2:35) (Wanda Ballman)
30 - I'm Sorry I'm Not Sorry (False Start 3, False Start 4, False Start 5, Take 3) (3:35) (Wanda Ballman)
31 - I'm Sorry I'm Not Sorry (Take 4) (2:33) (Wanda Ballman)


This song was a smash hit for Louis Jordan in 1945 and was quickly covered by Erskine Hawkins (remember him? composer of ''Tuxedo Junction'', a source for ''Perkins Wiggle''), Woody Herman, and Louis Prima. ''Caldonia'' has had staying power and in the years since 1945, it has appealed to a remarkable variety of musical performers. There was something of a revival flurry beginning in the late 1950s. Carl 's recordings date from early 1957 most likely. Bill Ramsey, largely famous for German-language versions of English-language hits, sang it in English in 1958 (available on BCD 16151). Bill Haley & the Comets put it on a single in 1959 and Dale Hawkins recorded it in 1959 also (though it was not released then). The Rondels' single came out in 1962 as did Gene Simmons, and James Brown's was issued in 1964. Very engagingly, pianist Big Tiny Little did a boogie-woogie version on the Lawrence Welk TV show in 1958. In years since, ''Caldonia'' has been recorded by B. B. King, the Band, Van Morrison, and many others. And quite recently it was done as a duet by Willie Nelson and Wynton Marsalis.

The song's huge hook is the rhythm (quarter-note triplets) of the line "What makes your big head so hard''? That hook shows up in Sonny Burgess' Sun recording of ''Fannie Brown'' (available on BCD 15525). The adaptation of it that is probably most familiar ("when-you-make-me-cry-hi") occurs in the final verse of the Crickets' ''That'll Be the Day''.

The song is a natural for bands like Carl's to play in dance halls - it's energetic and it's got that hook which permits the dancers to occasionally join in on the singing and then get back to business. We don't know, though, whether it was a standard entry in Carl's playlist at the honky-tonks. The first of the two versions we present here suggest that it wasn't. The boys spend over a minute working out how they're going to play it, and it's not dedicated to figuring out how to work Jerry Lee's piano into an arrangement that the rest of the band already knows well.

Once they get the kinks worked out, the band plays it as they play most 12-bar blues with Carl's percussive guitar work driving the song along. We've got two takes. In both, the guitar solos last for 24 bars (twice through the 12-bar blues chord changes); there are two solos on the first outtake and only one on the second. In the second solo on the first outtake, the melody' consists of one note for the first 12 bars which is considerably more interesting to hear than to read about; the second twelve bars are more varied. There's only one 24-bar solo in the second outtake and in the second 12 bars Carl reprises one of his terrific moves from the first solo in the released version of ''Boppin' The Blues'' (Sun 243). The other boys are working hard as well. Jerry Lee Lewis throws in long glissandos after "What makes your big head so hard''? and fiddles around entertainingly at the end of the first outtake. Unlike most of his work behind Carl, on these takes Jerry Lee often plays chords rather than single notes with his left hand. W.S. Holland doesn't recapture the magic of ''Matchbox'' when he puts an unexpected drum roll into the guitar solo in the second outtake; this one really is in the wrong place.

Of course, the most striking thing about these takes is the vocals. This is Carl Perkins as we don 't usually hear him - alternately growling and restrained, gimmicking up his voice in numerous ways. Sun Records aficionados are familiar with Billy Riley's remarkable ability to change his sound. Unfortunately, Carl just sounds peculiar doing it on these tracks. In this case, the familiar bottle of Early Times seems to have affected not only the vocals but Carl's guitar-playing as well.

32 - Caldonia (Take 1) (4:44) (Fleece Moore)
33 - Caldonia (Take 2) (2:05) (Fleece Moore)

Sweethearts Or Strangers

This song has a muddled history, to put it mildly. It dates back to the 1930s and, depending on where you get your facts, it has been credited to Jimmie Davis, Gene Autry, Leon Payne, Hylo Brown, Jimmy Wakely and even Faron Young (who must have owned a time machine). At the least, we know they all recorded the song, as did countless other artists. Among those others was Carl Perkins, during his tenure at Sun.

Although this was a spontaneous (some would say throwaway) track, it has been reissued many (some would say too many) times. The reason for that is no doubt the presence of session pianist Jerry Lee Lewis. The haphazard nature of the recording is matched by the care with which the title has been reissued on various record labels - it's often been titled ''Sweetheart's A Stranger Close'', but no cigar.

There are three outtakes here. Actually, these are more aptly called ''alternates'' since there never was an ''in-take''. The song was never issued by Sun, nor was it ever a contender. On the first of these three versions, Jerry Lee's presence looms large over everything. His left-hand piano fills are a major, truly dominant part of the arrangement. Carl's vocal is not among his best. He sounds distracted and his vocal is quite mannered. It is even sloppy in places. The ideas in his guitar solo are unfinished; his playing is working towards something but it isn't there yet. Putting it bluntly, the whole thing sounds like a parody of Carl Perkins.

The second take (from the same session) has considerably more echo on it. This has ''warm-up take'' written all over it. It's the kind of thing the Million Dollar Quartet might have knocked off in one take and then moved on.

The final version of ''Sweethearts Or Strangers'' is plainly from a different session. The tempo is slowed down, the mix is different, and the song is performed in a different key (the first two versions were in A; this one is in G).

The slower tempo and lower key seem like a more workable approach if the boys (and Sam) were serious about getting something unable. Clearly, they never did.

34 - Sweethearts Or Strangers (Take 1) (2:00) (Jimmie Davis-Lou Wayne)
35 - Sweethearts Or Strangers (Take 2) (2:43) (Jimmie Davis-Lou Wayne)
36 - Sweethearts Or Strangers (Take 3) (2:30) (Jimmie Davis-Lou Wayne)

Be Honest With Me

The thing about ''Be Honest With Me'', (a song written by Rose and recorded by Gene Autry in 1946), is that it is so similar to ''Sweethearts Or Strangers'', you can start singing one and end up singing the without noticing the transition. That's probably what happened to Carl or Jerry Lee when they found themselves at the informal hillbilly jam that produced of these recordings. The melodies to the first line of the verse identical (G - E – D - C -E (in key of C) and the second line is, as they say, close enough jazz. You can put all kinds of filigree around those notes, but at the core it 't matter whether you're singing Sweet - hearts - or - stran - gers or honest - with - me - (dear). You're going to hit that same descending and end up back on the E.

The first outtake makes it hard to see any similarity between the two songs. The first 8 bars begin in a quasi-Latin rhythm before into a tough guitar riff which is, once again, led by Jerry Lee's indomitable left hand. The 'go' solo is more stinging than any of the outtakes in ''Sweethearts Or Strangers''. The key modulation 2/3 the way through offers a nice touch. All in all. this is a surprisingly strong track with a much more intense feel than any ol' the three ''Sweethearts'' versions. The second outtake has taken on some additional echo and is closer to completion, although it seems unlikely this song was ewer a serious candidate for release. Perhaps it might have been an album track, at best. Sam wasn't giving away publishing revenue without a light.

W.S.'s drumming is quite free compared to the previously released samples of his craft we've heard through the years. W.S. got a rough deal. First he was buried in the mix at Sun. He managed to get a few licks through, for example on ''Matchbox'', but most of his freest, much expressive playing remained on the outtake reels awaiting discovery decades later. And after recording with Carl, he spent the lion's share of his career playing brushes behind Johnny Cash, where tasty drum licks were strictly verboten.

Outtake 3 is a vastly different story. There's a n substantial key change and a difference in overall feel. It's stems from a different session. The style is much more in the piano work, leaving open the possibility that we're Wilson this time around. Carl is a lot more focused in his half solo than the piano player, whether Wilson or Lewis. The final modulation seems to throw Carl's vocal off-kilter, from which lie never quite recovers.

37 - Be Honest With Me (Take 1) (2:13) (Carl Perkins)
38 - Be Honest With Me (Take 2) (2:28) (Carl Perkins)
39 - Be Honest With Me (Take 3) (2:41) (Carl Perkins)

Disc 3 Contains

Put Your Cat Clothes On

Carl Perkins spent more studio time at Sun working on ''Cat Clothes'' than he did any other song. The sheer number of takes of any other title in Carl's Sun legacy. More than the total number of outtakes ''Movie Magg'', ''Tennessee'', ''Blue Suede Shoe'', ''Honey Don't '', ''Boppin' The Blues'', ''Matchbox'', ''Forever Yours'', ''Lend Me Your Comb'', and ''That's Right'' combined. And what came of it? Nothing. ''Put Your Cat Clothes On'' never appeared on the original Sun label -not as a single and not on Carl's Sun LP. There's quite a disconnect there. The title was worth all that studio tape, but the results were never good enough to release.

The saga began on or around March 1956 when the first few takes were recorded, when Carl and the boys still sounded much like the country band they had been when they started. You can readily hear the the difference in this approach from what emerged at the December 1956 session, when the final takes with Jerry Lee Lewis on piano were recorded. Obviously, Sam and Carl had enormous faith in the song but never heard a take that satisfied them. And we think we know what made this one so hard to get right.

We have eighteen full takes and some false starts. It's obvious why most of them never made it out into the world - there are mistakes galore. But even the flawed ones have lots of virtues. The result is that listening to all of these takes does not become boring. When the mistakes happen, they're variously frustrating, disappointing, annoying and often interesting. But the energy driving this song is limitless and unrelenting.

We'll get to discussing why they could never get a perfect and satisfying take, but the lyrics of the song deserve some attention first. The song is about Carl telling his woman to get dressed up sharp because they're going out dancing. The peculiar thing about that is that ''cat clothes'' was the term used to denote fancy threads for men, purchased largely by African-American musicians, at Lansky's clothing shop on Beale Street in Memphis. Lansky's customers went beyond local aspiring artists and included Billy Eckstine and B. B. King. Moreover, these hip threads were beginning to show up among a white clientèle as well. Lansky's had the store windows into which Elvis looked longingly during his earliest Sun days and where he bought lots of clothes once success came his way. By mid-1956, ''Cat Clothes'' were worn by hip black and white men alike, but in this song Carl is putting them on a woman. Calling her ''Kitty'' doesn't overcome the strangeness of the sex change.

And what a woman! She is such an energetic dancer that she not only "knocks the polish off her toes" but also, remarkably, knocks her toenails off as well. Luckily, that's not an emergency because they can be picked up the next day. Now that is peculiar-sounding. What it might be about, though, is the artificial nail extensions that were introduced late in 1954 and were the subject of a fashion article in 'Life' magazine. The ''Life'' piece was all about fingernails, but we're guessing that Carl's woman used them on her toes. In any case, Carl seems to have had a particular fascination with the feet of dancing women. Not only do their toenails come loose in this song, they pick up sand from the dance floor in ''Honey Don't''.

Our last observation about the lyric is that songwriters who did not grow up in rural Tennessee would not think to rhyme "fruit jar" with "tomorrow''.

Now to the central question: Why was this song so hard to get right in the studio? What repeatedly goes wrong with this song is the timing. Perhaps by design, or perhaps by mistake, this song is often played as an 11 ½ -bar blues. In the first track we present, you can hear an example of the problem early. When Carl first sings "Put your cat clothes on 'cause tonight we're gonna really do it right/Kitty put your clothes on...'', he should have waited a few beats longer between ''right'' and ''Kitty''. Timing mistakes at that spot in the song, and some elsewhere, plague these performances. You'll hear it happen often. Not surprisingly, getting perfect unfailing coordination among all the band members for this slight change from traditional 12-bar blues structure just didn't happen. The reason for it is that, essentially it's written as a 24-bar blues; the chord changes are meant to happen slowly and the waiting time between them seems unnaturally long. As a result, some musician or another either rushed in prematurely or held back too long. Although this might have come out fine if ''Cat Clothes'' were a solo performance, getting an entire band to play a slight variant on a familiar musical form with established chord structures didn't work. It certainly could have if Carl or Jerry Lee or somebody had taken the time to talk it through before they played it. A little coordination is all it would have taken. If you want a great example of how this works when it's successful, listen to Billy Riley's record of ''Red Hot'' (Sun 277; BCD 1 7122). Riley and company remove a few beats here and there from the 12-bar construction to hurry up those ''Your gal ain doodley squat" replies. That shrunken structure didn't come naturally to any of them, but once they talked it through, it worked like a charm. Apparently Carl and the boys never had such a conversation and so we have over a dozen needlessly messy outtakes.

But even that doesn't entirely solve the mystery to our ears. Why didn't Carl or one of the instrumentalists or the engineer (Sam? Jack Clement?) ...someone... notice that the band had gotten out of sync and stop the take? Why did they just play all the way through, thereby providing just one more unusable but complete outtake?

There are other interesting variations in the performances we present. Almost all begin with an instrumental introduction but on the 10th and 11th outtakes they begin with Carl saying ''Well reminiscent of Boppin' The Blues''. Some are faster, some are slower. Some have the drums or the slap bass miked very prominently, others have them further back. Some have guitar solos that are all chord work (including some odd Hawaiian-sounding stuff on outtake 14) and some are single-string tunes. Outtakes 13 and 14 have so many mistakes that we should wonder if too much bourbon was flowing through the session. Some have glorious moments like the final guitar run on the 12th outtake. Some have frustrating moments like Jerry's change in piano style behind Carl's beautiful second solo in the final outtake. And all have W.S. Holland and brother Clayton playing their hearts out. One false start in the next-to-last outtake is particularly interesting. It sounds as if Carl lost track of his own vocal and got distracted by something. what could that have been? Wouldn't it be great if this false start marked the that Carl first saw Elvis's arrival on December 4, 1956, the occasion ol' Elvis's return to Sun and the Million Dollar Quartet session?

1 - Put Your Cat Clothes On (Take 1) (2:47) (Carl Perkins)
2 - Put Your Cat Clothes On (Take 2) (2:52) (Carl Perkins)
3 - Put Your Cat Clothes On (Take 3) (2:43) (Carl Perkins)
4 - Put Your Cat Clothes On (Take 4) (2:48) (Carl Perkins)
5 - Put Your Cat Clothes On (Take 5) (2:50) (Carl Perkins)
6 - Put Your Cat Clothes On (Take 6) (2:49) (Carl Perkins)
7 - Put Your Cat Clothes On (Take 7) (2:44) (Carl Perkins)
8 - Put Your Cat Clothes On (Take 8) (2:41) (Carl Perkins)
9 - Put Your Cat Clothes On (Take 9) (2:43) (Carl Perkins)
10 - Put Your Cat Clothes On (Take 10) (2:47) (Carl Perkins)
11 - Put Your Cat Clothes On (Take 11) (2:34) (Carl Perkins)
12 - Put Your Cat Clothes On (False Start 1, Take 12) (2:57) (Carl Perkins)
13 - Put Your Cat Clothes On (Take 13) (3:07) (Carl Perkins)
14 - Put Your Cat Clothes On (Take 14) (2:50) (Carl Perkins)
15 - Put Your Cat Clothes On (Take 15) (2:47) (Carl Perkins)
16 - Put Your Cat Clothes On (Take 16) (2:48) (Carl Perkins)
17 - Put Your Cat Clothes On (False Start 2, Take 17) (3:15) (Carl Perkins)
18 - Put Your Cat Clothes On (Take 18) (2:51) (Carl Perkins)


According to Carl's biography, it was his father Buck who suggested (at the recording studio just after ''Your True Love'' had been completed) that the band do this 1927 Blind Lemon Jefferson song of which Buck remembered only the chorus (about wondering "would a matchbox hold my clothes''). So Carl cobbled together a few other stock blues verses and thus was one of Carl 's greatest records born. What Carl recorded contains two additional verses with lyrics that appear on most Top Ten lists of blues cliches (e.g., "Let me be your little dog..") Indeed, wondering whether a matchbox will hold your clothes goes back at least to Ma Rainey's 1924 record of ''Lost Wandering Blues''. Songs resembling Lemon Jefferson's and using something like his record's title (''Match Box Blues'') got recorded many times in the and 1940s, both by black blues and white country singers. Carl was part of a long tradition when he recorded ''Matchbox''. It's a tradition that has continued since Carl's record, including versions by the Beatles, Sleepy LaBeef and Warren Phillips & The Rockets.

In a way, it's disappointing that Perkins did not learn the song directly from the old 1927 Blind Lemon Jefferson record. It's fun to picture Carl sitting alone in the wee hours, playing an old Paramount 78, transcribing lyrics on a potato sack. But it just didn't happen that way.

This song's recording date, listed as December 4, 1956, was Carl's first experience with the young session pianist Jerry Lee Lewis. Jerry Lee impressed Carl as cocky and arrogant, a point of view come out by Jerry Lee's performance on the one alternate take we present here. His piano-styling intends more to be attention-grabbing and showy than to fit into a Carl Perkins record. And so there are numerous glissandos, gratuitous high-key doodling, and other ''Wey, listen to me''! moments. Sadly, one of those occurs when he gets lost in the harmonic complexities or a 3-chord 12-bar blues in the chorus between the two guitar solos. Somehow, Carl and company tamed Jerry between takes - to our everlasting benefit.

Carl's vocal and guitar solos are much like what he performed on Sun 261 and this outtake sounds like a warm-up for the real thing. More interesting is the pair (the released version has only one) of single-stroke drum rolls leading into the guitar solos, both extending two beats ''too long''. W.S. Holland was certainly blazing a new trail here when he played a drum roll that extended two beats into the next bar. The fact that it occurs on an outtake here as well makes it seem likely that this moment of memorable and inspired drumming were carefully planned. Not so, according to W.S. "I didn't really know what I was doing I didn't know there were four beats to a bar I didn't I know what a bar was. (laughs) I was doing what felt good The truth is, back then I didn't know if I was right or wrong. I didn't know where to start or end anything. If I had known anything else to do, I might have done it differently. But I didn't know''.

Most of the outtakes we present in this boxed set reniained unheard until someone thought to dig them up and issue them. But not this one. When Carl made an appearance on the ''Town Hall Party TV'' show and performed a lip-synched version of ''Matchbox'', it was to this outtake and not to the actual release! Joe Maphis was on-stage standing behind Carl, off to his left; a sax and trumpet player pretended to contribute to a rockabilly classic that has no horns whatsoever.

So why was this outtake chosen for lip-synching? Was it a simple mistake where someone provided the wrong tape? Was there actually a (pre-release) time when Sam or Carl believed this outtake was the version they'd soon be putting out on Sun? Did someone think that if Carl lip-synched a version that the audience hadn't already heard, then it might be more convincing as a '' 'live'' performance? We'll never know.

It's not a bad choice, though. Much of what is wonderful about the released version is wonderful in this outtake as well. The rhythlnic energy driven by all five players, the solid bottom provided by Jerry Lee's left hand, the crisp drumming, Carl's exuberant vocalizing. All of that is here. Unlike on the released version, Carl sings an ''extra'' third verse on this outtake before launching into his familiar guitar solo. It's a bit surprising to hear, but like most of the track, you can learn to love it. This outtake is a mighty good, if spotty, recording. And it led to Sun 261 which is simply sublime. And by the way, W.S. Holland says that ''Marchbox'' is still one of his favorite things to play after 55-plus years, and notes that his band still performs it every night.

19 - Matchbox (Take 1) (2:28) (Carl Perkins)

Her Love Rubbed Off

This is surely one of the strangest songs Carl wrote or recorded at Sun. Carl's biography refers to it as rockabilly's most surreal moment. Carl's observation to biographer David McGee was, "It sounds like a bunch of drug addicts so high they don know where they're at Well, we were pretty high. I remember That session. I slept on the studio floor that night''.

We've got five outtakes and it's unlikely any of them could pass a sobriety test. That isn't in itself necessarily bad. Carl's biography makes it clear that many, perhaps most sessions at Sun were fueled by some free-flowing Early Times whiskey. The problem in this ease is that you can hear the inebriation. Stan Perkins recalls, "'My dad was never so ashamed of anything he did at Sun as he was this song. It even bothered him when people brought up the title because he knew what had gone on in the studio and the kind of shape he was in''. Carl was a good lyricist and too much of what he's written and sung are lost. Much of the singing sounds garbled, muffled and/or off-mike. In short, the boys may have squandered a good song here.

It's hard to fault Sam for keeping this title away from commercial release, either as a single or on Carl's lone LP. Yet, given the number of outtakes, though, it's clear that a serious amount of time and effort were invested in making this work.

The structure of ''Her Love Rubbed Off'' is a bit of a novelty, both for Carl and for Sun records. It's got that Indian war drum effect - or is that supposed to be Latin rhythm? Carl whoops and hollers and howls until everything is resolved into a fairly conventional major key song structure, abetted by Jerry Lee's piano licks. Minor keys weren't altogether unknown at Sun (think of Ed Bruce's ''Rock Boppin' Baby'' or Dick Penner's ''Cindy Lou'', both of which teeter on the edge of a major/minor and Rufus Thomas' ''Walking'ln The Rain''.) This song forces you to listen to a sustained minor chord for a full 16 bars before turning you loose and resolving things into its relative major key (E minor to G). What a relief!

The lyric deals with an irresistible, compulsive love. It's what some listeners today might call an addiction. On the first take, the piano (which would become quite important in the arrangement) is still buried in the mix. Carl sounds like he's singing through a pillow. Good luck figuring out his mumbled lyric. Around 1 :40, the song is faded prematurely, a trick that probably happened years after the original recording was made. Even on this first take, Carl is really working the whammy bar on his Les Paul Gibson guitar.

The end of outtake 2 is again filled with Carl's whoops and howls. Carl must have had immense fun whupping that whammy bar and playing through the stops. Clayton is a lot more audible slapping his bass at the start of outtake 3. Jerry Lee is also becoming hotter in this mix. It's the best so far, but it ain't there yet. At around 2:25 of that take Carl's blood alcohol level was probably into the need for a designated driver.

Listening to the fade of outtake 4 makes you wonder: If Sam had ever released this, would he have faded it in the studio using declining record levels like everyone else did, or would he have asked the boys to play more and more softly like he did with Little Junior Parker on ''Mystery Train''? The final outtake is the winner, but it still isn't really there. Carl changes the melody here, almost singing a harmony vocal to what he's been singing on the previous four. For the first time his vocal is clear! Whose idea was it to remove the pillow he's been singing through? The chords, as usual, are a mess. Some of the boys are in the I-minor, others are hitting the V. Still, this was the version to use. Listening to these tapes years later, it frustrated Carl to think they hadn't invested a minutes more to nail it. As he sadly concluded, they were just too drunk.

20 - Her Love Rubbed Off (Take 1) (1:41) (Carl Perkins)
21 - Her Love Rubbed Off (Take 2) (2:36) (Carl Perkins)
22 - Her Love Rubbed Off (Take 3) (2:44) (Carl Perkins)
23 - Her Love Rubbed Off (Take 4) (2:53) (Carl Perkins)
24 - Her Love Rubbed Off (Take 5) (2:21) (Carl Perkins)

Disc 4 Contains

Your True Love

These five complete takes all sound different from what was released on Sun 261 because, as is well known, Sam Phillips had the final master tape speeded up before committing it to vinyl. That trick was routine for Fats Domino records; they were mastered on a tape machine with a special capstan that sped them up and raised the pitch so that Fats sounded younger and the band sounded peppier. And lots of Fats' speeded-up records were very big hits.

So Sam must have thought that speeding up records was a good thing to do. In Shakespeare's ''As You Like It'', Rosalind asks, ''...can one desire too much o/a good thing''? The answer here is a resounding YES. Fats' records were speeded up enough to change the pitch by just one half-tone (e.g., from C to C-sharp or from E to F). But Sam speeded up Carl's tape enough to raise the pitch by a full tone (from E to F-sharp). And as a result the vocals on ''Your True Love'' on Sun 261 don't just sound youthful and energetic, they sound perilously close to Alvin & the Chipmunks. Sam never tried this trick again despite the fact that ''Your True Love'' did make it onto the lower reaches of the ''Billboard'' charts.

We have an early fragment of a warm-up done at Carl's home (we'll discuss the home-recording conditions later, in the notes on ''The Way That You're Living''), as well as five later complete takes (plus a false start), all presented at the original speed. They make clear that Carl and his band knew from the beginning how they wanted to do the song, including backing vocals by Clayton and Jay, and that Jerry Lee Lewis fit right into a pre-existing arrangement.

One constant in all these versions is the wonderfully aggressive and growling guitar introduction (with only a slight rhythmic variation in the third full outtake we present). It's a brilliant and attention-grabbing intro, but it's also disorienting as hell. Those first few chords don't tell us what to anticipate of the song's tonality or how the melody will relate to it. For the first four bars we're kind of left floating in free musical space, not knowing what to expect. It's only when the solo guitar Intro ends and the band joins in, we finally know exactly where we are even though we're not entirely sure about where we started. (Musicians will discover that the Intro begins on a III chord.)

Our first outtake is an early fragment with Carl and the boys working out the arrangement without Jerry Lee. The remainder of the tracks here include Jerry Lee. You may notice a slight change of key between the home tape and the later ones. The reason for the change is probably that at home the instruments merely needed to be in tune with each other and didn't have to anchor their tuning to the piano. It turns out they were playing in E-flat, a ha1f-tone below where they would later pitch the studio sessions.

Once they get to the studio and Jerry Lee joins in things evolve only a little bit more. In the first studio outtake, Carl's vocal seems a bit timid at first but becomes more confident and energetic as the song progresses. W.S. Holland plays a shuffle rhythm behind the band; he shifts to emphasizing the backbeat in the remaining takes. Carl's guitar solos don't change much; they're mostly patterns of rhythmic chords rather than runs of single notes. He fiddles around with the second half of the solo a few times, but rhythmic chords are the choice. And the last line of the solo leading back into the vocal is solid and unchanging, dominated by Jerry Lee's left hand (playing pretty much what he does behind the line at the end of the release, "and my baby she'Il always be...''.

Our sixth outtake should sound the most familiar. It is the master recording without the speed change. This is Sun 261 as it was really played. And it's wonderful.

Not yet satisfied, the band went on to try it one more time. But the seventh outtake is decidedly less good than the one sped up for the released version.

There are surprising vocal errors, such as Carl beginning the second verse by saying "Your" a bit early. It's also played a bit faster than the one sped up for release, perhaps in an attempt to do modestly what speeding up the tape would soon do excessively.

1 - Your True Love (Fragment 1) (0:26) (Carl Perkins)
2 - Your True Love (Take 1) (2:56) (Carl Perkins)
3 - Your True Love (Take 2) (2:58) (Carl Perkins)
4 - Your True Love (False Start 1) (0:19) (Carl Perkins)
5 - Your True Love (Take 3) (3:02) (Carl Perkins)
6 - Your True Love (Take 4) (3:03) (Carl Perkins)
7 - Your True Love (Take 5) (3:02) (Carl Perkins)

That Don't Move Me

A real oddity, this song. Carl Perkins is known as a fine lyricist and songwriter but you 'd never convince anybody by playing them ''That Don Move Me''. The melody contains three chords and four notes - G A C C (in the key of C). Likewise, the lyrics aren't going to send Irving Berlin or Leiber and Stoller running for cover. There's basically nothing to this song. And that is exactly its strength.

It is pure energy. This is a tense, incessant, driving song that might as well have been an instrumental. The words mean next to nothing. All you need is that simple little guitar figure. If you insist on lyrics, the chorus and title phrase are all you get. Those extra lyrics in the verses are clunky and Carl has obvious difficulty phrasing them.

We've got six takes here, including a false start. The truth is, none of them works from start to finish. At its best, this sounds like a live recording - wild, energetic, sloppy and full of spontaneous feeling. Clayton slaps the hell out of his bass and drives the performance. W.S provides a rock solid underpinning and keeps the verses separate with his tasty drum rolls after each 12 bars. Sometimes he accents on the tom-tom during the guitar solo. As live recordings go, this is a fine one. But it wasn't meant to be a live recording; it was cut in the studio and, as such, it falls far short. The vocal is often off-mike. The echo cycles distractingly in and out. The lyrics are constantly being reshuffled, even in the chorus which only contains eight words!

The fifth take is the wildest, most spirited performance. But it's also quite sloppy. We may love this glimpse of Golden Age Carl Perkins a half a century later, but whether this was ever releasable material is another question. It sure is a perfect addition to an Outtake Box though.

8 - That Don't Move Me (Take 1) (1:57) (Carl Perkins)
9 - That Don't Move Me (Take 2) (1:58) (Carl Perkins)
10 - That Don't Move Me (Take 3) (1:57) (Carl Perkins)
11 - That Don't Move Me (False Start 1) (0:14) (Carl Perkins)
12 - That Don't Move Me (Take 4) (1:56) (Carl Perkins)
13 - That Don't Move Me (Take 5) (2:12) (Carl Perkins)

You Can Do No Wrong

From the ''Matchbox'' era comes this peculiar and engaging little song. Lyrically, it's a return to ''Blue Suede Shoes'' - a list of bad things you can do that will nonetheless be forgiven. A year earlier, the bad things were trivial compared to stepping on the shoes; this time, they're trivial because you're you. The fun, of course, is in making up a list of entertaining infractions that rhyme like, "smash my hat, 'ease my cat". In fact, whoever this song is sung to can '"even slep on my blue suede shoes". Now, that's love.

That catchy lyrical idea appeared again in ''Going For A Song'' on Matthew Fisher's (best-known as the organist with Procol Harum) first solo album from 1973. That, coincidentally was the year Charly first issued ''You Can Do No Wrong'' in the UK. Fisher's lyric lists things you can do that will be acceptable (like, "put piranhas in my swimming pool") but "please don't make me sing that song again''. One of them is "scralch your name all over my Lamborghini"; Carl had a mere Cadillac.

By the time of this session, Carl was two singles beyond ''Blue Suede Shoes'' but without another big hit to his credit. Perhaps that was the appeal of writing a song that explicitly connected with his earlier success. The song is indeed clever but it never got a chance to become Carl's vehicle back to the Top 10.

We have five takes here, and they show some evolution. The most striking change is that the first take does not include the little instrumental hook that will dominate all the rest of them. It's a three-note figure that bears a very strong similarity to the figure that served as the hook in LaVern Baker's 1955 smash ''Tweedlee Dee'' (or ''Tweedle Dee''; both spellings show up on the Atlantic record labels). Not only is it played to open the record, it shows up later in the song and sometimes appears in Carl's guitar solos.

Even the chord structure of the song evolves. What chord will the first verse end on? Initially it's the I (a C chord in the key of C), but in the later takes it's the V (G-chord in the key of C) and Carl's vocals change to match those shifts. Because the song's chord structure changes across takes, Jerry Lee sometimes finds himself playing at odds with Carl.

A lot about these takes is both interesting and good. Jerry Lee's left hand is the bass line (listen closely: is there even a bass player here?). Often Jerry seems to be the entirety of the harmonic backing for Carl's vocals, with everyone else very subdued or laying out altogether. W.S. Holland's drumming is tasteful and energetic throughout all the takes. Carl gets some particularly good solos in, especially in the third and fifth of our outtakes) and his vocal gets very free-sounding. And, perhaps most important, it sounds like the boys are having fun doing this one.

Sadly, though, not one of these takes is flaw-free. There are ragged moments in every one of them. Chords get messed up, the band speeds up during the take, stuff happens. It's ironic that in a song with the title ''You Can Do No Wrong'', they couldn't get even a single take right.

But it's a good song with a good hook and it deserved a better performance. For reasons unknown, Carl never returned to it. We can only wonder why.

14 - You Can Do No Wrong (Take 1) (2:03) (Carl Perkins)
15 - You Can Do No Wrong (Take 2) (2:32) (Carl Perkins)
16 - You Can Do No Wrongs (Take 3) (2:25) (Carl Perkins)
17 - You Can Do No Wrong (Take 4) (2:23) (Carl Perkins)
18 - You Can Do No Wrong (Take 5) (2:21) (Carl Perkins)

Forever Yours

Back in March 1957, George Hamilton IV's hit record ''A Rose And A Baby Ruth'' was still on the charts when Carl recorded this. If this was the era for candy-bar inspired love songs, Carl wanted a piece of the action. ''Forever Yours'' bars may be all but forgotten now, but these ''vanilla Milky Way'' bars were once quite popular. They disappeared from the candy counters of America about 20 years later in 1979, but this was Carl Perkins' attempt to continue the candy bar trend in American popular music. Commercial tie-in or not, this is a damn fine ballad and, needless to say, light years away from the ballad style we've heard previously on ''Turn Around'' or ''I'm Sorry, I'm Not Sorry''. One aside about the original single record: When originally released on Sun 274, ''Forever Yours'' was coupled with that nasty little opus called ''That's Right''. It was an odd pairing to say the least.

We're going to go out on a limb here and say that ''Forever Yours'' is the most beautiful song Carl Perkins recorded for Sun. It's true that most of what fins value about Perkins' work isn't tied up in ballads, but this one is a stunner. Arguably, the big selling point is that flatted VI chord (C in the key of E) in the release. It's beautiful and unexpected. According to his bio, Carl nearly had a mutiny on his hands when he taught the song to brother Jay. It's also not the first time Carl worked that territory. The same chord change appeared in ''Honey Don't '', when Carl was in his more accustomed rockabilly mode. But here, in a ballad, he adds a 4-note to the chord making it a little softer and warmer than the straight version of the chord that appeared in the uptempo ''Honey Don't ''.

Another feature that takes ''Forever Yours'' into a very special realm is the recording mix. For this, we have Sam to thank. The slap bass is miked so prominently, it's almost shocking. Forget the drums; this one is driven by Clayton's bass. When is the last time you heard a ballad recorded like this? It was one thing on Blue Suede Shoes. But a percussive bass on a ballad? You betcha, and it works like a charm.

Sadly, we were only able to find one outtake of ''Forever Yours'', and it's not all that different from the issued version. The bass is every bit as percussive as on the single, sometimes startlingly so. The reverb on the vocal gives it an unearthly quality. If you want to understand the difference between Sun reverb and regular studio echo, just listen to this record.

W.S.'s drums are more clearly recorded here than on the issued version. Listen to them especially during the first release. Carl 's guitar solo is just lovely. In fact, this is a fine take of the song, arguably superior in some ways to the single. What sabotages this outtake is the ending, which is weak enough for Sam to call for a second recording. That one turned into the master.

In order to give a little more dimension to Carl's issued performance, we have included a live version from a TV show taped just months after ''Forever Yours'' was released. Obviously the sound quality is a step down from the master tape, but it's still quite revealing. Carl's vocal is really beautiful - both soulful and expressive. Just listen to him wail during the second release! The tempo is a bit brisker than the single and Carl concentrates on playing triplets on his guitar. What the live version brings home is that Carl was the real deal. There he stands in front of the mike, facing the studio audience, performing the song. No lip-synching for our man Carl. Every guitar note and word are simultaneously performed right on the spot. In fact, you can barely hear anything but Carl singing and playing and the drums. Ultimately, Carl depended on little more than himself to write and perform these songs.

19 - Forever Yours (Take 1) (2:37) (Carl Perkins)
20 - Forever Yours (Take 2) (2:28) (Carl Perkins)

That's Right

If there was a lesson to be learned from ''Dixie Fried'', you'd think it would have been that little slices of Southern low-life wouldn't burn up the national charts. But Sam didn't get it and Carl is back with another bit of borderline violence that was selected for mass market release. Some 30 years later, this storyline would have been at home on the Jerry Springer TV show.

Maybe Sam was more interested in the catchy rhythm than the lyrics. That bass drum-driven backing track is certainly arresting, but once Carl started telling his mean-spirited tale of revenge, it's hard to keep dancing. This story of infidelity would go down easier with a dollop of humor, but there's none to be found. He's a hard working man who gets off from his shift around 4pm and is home by 4:05 sharp. He's warning his wife Lucy that her daytime lover better be out the back door and gone by the time he gets home. He's ready for the night shift with her and she better be ready to party with him.

"It's gonna be rough when I catches that booger''. Aside from its threat of violence, that line had bigger problems, all of whieh seem pretty funny today. The word 'booger' (as in 'sugar booger' - see ''Lend Me Your Comb'') is too close to ''bugger'' and is thus an evil term in commonwealth countries and beyond. The line or the record it self was banned outright in the UK and Canada! Can you imagine that? That ban turned up in Spain as well. Each of these markets took pains to keep that hideous, horrible offending word away from its citizens, thus avoiding fornication in the streets. Sometimes they censored Carl's voice with a bleep, other times with a razor blade, ridding the tape of the offending word or the entire line of lyrics. Prudery and art have never been close friends.

Carl plays a different guitar intro to the first of four outtakes and the drums are a bit out of meter but everyone gets together by the 6th bar. Actually, it's surprising that Sam let this take continue past the instrumental intro. The case against it gets even stronger when Carl botches up the opening lyrics. His vocal on the second verse is way out of syne with the instrumental backing. In short, this initial version of the song is a mess. It's not lacking in feeling, however: W.S. is perky with his single stroke rolls and Carl shouts to himself ("Now let's play one''!) but doesn't seem to respond to his own encouragement. The take is mercifully brought to an end around 2:34. For you numerologists in the crowd, that also happens to be the release number of ''Blue Suede Shoes''.

The second outtake starts out more cleanly. This time around Carl gets home by 4:35 sharp. Apparently the commute takes him a half hour longer in this early version. W.S. is kicking that bass drum here. Jimmy M. Van Eaton may have had this approach in the back of his mind when he tackled ''Lonely Weekends'' two and a half years later. Carl's vocal phrasing is pretty rough and his vocal barely keeps pace with the music in the second verse. There's a clever line here that alludes to the title ("There's one way to live and That Right''!). It would have been even more clever if the notion of ''living right'' were not so at odds with the life style portrayed in the lyrics. In any case, that bit of lyric disappeared before the final take was hatched.

It sounds like Sam who tries to spur the boys on to a usable master at the start of the third outtake when he says "We got it going our way now'' but the first four bars suggest otherwise. First the first four lines go awry. Things briefly settle down but get all out of sync during the 12-bar instrumental break. With just 12 bars and three chords, it's surprising things can go so far astray.

The frustration is running high at the start of the final outtake. The first thing we hear is "Damn''! and then "Let's get this son of a bitch''. Within 35 seconds, Carl has blown the lyrics beyond repair. At the 44-sec mark Carl hits an uncharacteristic guitar clam. You can smell the aroma of Early Times whiskey rising off the tape on this one. It's strange to think that the boys went from this outtake to the master, although no intermediate versions of the song have surfaced.

21 - That's Right (Take 1) (2:34) (Carl Perkins)
22 - That's Right (Take 2) (2:47) (Carl Perkins)
23 - That's Right (Take 3) (2:40) (Carl Perkins)
24 - That's Right (Take 4) (2:44) (Carl Perkins)

I Care

Why or how Carl got his teeth into this one is anybody's guess. Carl's falsetto-laced vocal bears a strong resemblance to the style of Bill Kenny of the Ink Spots. The similarity doesn't stop there. That memorable four bar instrumental figure that opens things here is lifted straight from the Charlie Fuqua's guitar intro to numerous Ink Spots hits including ''My Prayer'' (revived by the Platters in 1956).

Although the Ink Spots never recorded Carl's song, it's probably no coincidence that the title of their first and most famous big hit was ''If I Didn't Care''. Subconsciously or otherwise, Perkins homage to the Ink Spots is almost complete here.

Just to show that inspiration comes from many quarters, there's also that little snatch of lyric (''Now you got me started/ Don't you leave me broken-hearted... ") which is taken directly from Elvis' record ''Too Much'', that just happened to be a smash hit in early 1957 (spending 17 weeks on the charts). We've got two takes of ''I Care'' (along with a little pre-take chatter). Because neither one was released. It's not clear which is the ''outtake'', although the second is clearly more polished. It's also not clear how seriously this song was
ever a contender for release. One thing for sure: If Sam thought Carl was in a rut, this song on a Sun 45 would have broken him free of it. The section of the song beginning with the 1-7 chord ( "It's the way I feel") just cries out for a vocal chorus to bring it to life. Perhaps that would have been the next step had the song been taken more seriously, but Carl was providing Sam with more than enough releasable material as it was. ''I Care'' never made it out of its tape box until decades later.

25 - I Care (Take 1) (2:41) (Carl Perkins)
26 - I Care (Take 2) (2:26) (Carl Perkins)


This song is a considerable departure from most of what Carl Perkins did at Sun. There's only one guitar and it's acoustic. The production is a generally laid back arrangement with occasional intense vocal moments from Carl. It's got a chorus going "wah wah wah" and (in two of the three takes) a recitation by Carl in the middle. In all, it's a period piece, what sometimes got called a ''rock-a-ballad'' in those days. Although no versions of it were released, there is a notation on a tape box that the song was slated to be the flip side of ''That's Right''. It seems that Carl may have sung this song, among others, in a Philippine movie called ''Hawaiian Boy'' (which also featured Roy Hamilton). Although posters publicizing the film appear on the web, there's no indication the film was ever released in the U.S., Canada or Europe. It featured Eddy Mesa (''the Elvis of the Philippines'') and involves a plot that might have been drawn from a dozen Elvis movies of the era: a pineapple worker gets fired and rises to fame as a singing boxer. Stan Perkins reports that no member of the Perkins family ever owned or saw a copy of the film.

Y.O.U. was written by George Bain, the husband of Carl 's cousin Martha. The song and its performance are a wonderful amalgam of musical ingredients of the era. When Carl took this song into the studio, there had been two number 1 hits within the last six months that had a vocal surrounded by harmonizing voices with acoustic guitar: Elvis' ''Love Me Tender'' and Sonny James' ''Young Love''. The backing "wah-wah-wah-wah ' is much like what the Jordanaires sang behind Elvis on ''Playing for Keeps'' which arrived on the charts only a month or so before this recording date. Ending a record on a high note was a common maneuver for Tony Williams of the Platters in those days, and Carl had already followed Williams up into falsetto at the finale of his LP version of ''Only You''. Carl's recitation between verses came only a week or two after Elvis' release of ''That's When Your Heartaches Begin'' which included a recitation between verses, as had the Ink Spots' original recording of the song. (It's interesting, by the way, that ''Y.O.U.'' was recorded at the same session as ''I Care'', another song with strong connection to the Ink Spots. The Ink Spots were more of an inspiration to the Memphis rockabillies than we customarily acknowledge.)

Let us make clear that we're not saying that ''Y.O.U.'' is stolen from other successful sources. Rather we're saying that it is firmly rooted in the popular music styles of its time and has lots of ingredients that were commonplace and familiar to both buyers and producers back then. We have three outtakes of ''Y.O.U.''. The first and the third are what happened in the Sun studio. But the second, the one without a recitation, is not. It is a product of playing with the first outtake. It's easiest to hear that the two have identical performances in the last few seconds - listen to the bass notes after Carl goes up to the high note on the final "you''. One obvious change is that the recitation in the first outtake has been removed. There are other smaller changes, harder to hear in real time. One involves the simple seven-note guitar run that plays behind "it's you (guitar run), ''Y.O.U." that occurs about 52 seconds into the first outtake and 46 seconds into the second one. Someone spliced an additional copy of that run into the second outtake at about I minute and 30 seconds (and you can hear a click just before it, where the splicing was done). Perhaps Sam thought that recitations weren't marketable since ''All Shook Up'' was by far the hotter side of Elvis' new record.

Both of the actual versions (and all three outtakes) are admirably and appropriately simple performances of a simple and heartfelt song. The melody and Carl's vocal intensity are what make it such a beautiful and emotionally honest piece of music. Carl hits the final top note in a way that is at once strong and plaintive. The whole thing is a nice reminder of how little machinery is needed to make a good record - less can be more. And it's also a reminder that records don't have to be innovative to be good; they just have to be good.

27 - Y-O-U (Take 1) (3:31) (George Bain)
28 - Y-O-U (Take 2) (2:39) (George Bain)
29 - Y-O-U (Take 3) (3:19) (George Bain)

Lend Me Your Comb

Carl Perkins needed a hit record. The days of ''Blue Suede Shoes'' were plainly over and Sam, not to mention Carl, was willing to try just about anything to rekindle his success. ''Lend Me Your Comb'' qualifies as ''anything''. Think of it as The Everly Brothers meet Mickey and Sylvia. How could you miss with such a mixture? And this wasn't just any Everly Brothers song; the lyric is straight out of ''Wake Up Little Susie''.

There's still the mystery of how this song, right out of New York's Tin Pan Alley, made its way to Carl. It seems the route may have been rather indirect. Carl's was not the first recording of the song to hit the market. There were at least two earlier versions. The original of ''Comb'' featured a double-tracked vocal by Carol Hughes and appeared on Roulette 4041. Her record (with some gender-appropriate lyrical differences) received a Spotlight review in ''Billboard'' on December 30, 1957 as a "cute rockabilly dilly" with "good
rock ork support''. The industry bible concluded that this record "might make it''. Bernie Nee's cover released almost immediately on Columbia 41090 was also well received as "a fine vocal effort that could click with the kids''. At this point with a couple of versions already on the market, an enterprising publisher's rep may have pitched the song to Sam Phillips as a sure ticket for renewed pop success his hungry artist. Mr. Nee is a story, himself. This singer, songwriter, entrepreneur may be familiar to some collectors as the voices or the Five Blobs who appeared in the soundtrack of the classic 1958 horror film, '. The Blob'', featuring the screen debut of Steve McQueen.

And so for the first time in a while, Carl and Jay brought their brotherly harmony to a recording session. We've got three outtakes here and the results are a long way from ''Sure To Fall''. The problem wasn't that Carl and Jay were too country, it was that both were very free phrasers. Carl never approached music in a four-square manner. He rarely sang on the beat. He vocalized spontaneously, sometimes ahead of, sometimes behind the beat. In a word, he brought a jazz sensibility to country music. That hybrid approach is part of what makes him very special.

Carl's guitar solos reveal the unmistakable influence of Mickey Baker, whose guitar work on ''Love Is Strange'' was all over the airwaves in 1957. The original Carl Perkins discography by Escott and Hawkins lists a steel guitar player named Bernie. We believe this to be in error in two ways. First, there is no steel guitarist here, at least in the sense that steel guitar usually refers to a pedal steel guitar. There does sound like a slide guitarist playing behind Carl 's work on the solo, although his identity is not known. We believe Bernie may have been scribbled somewhere on the notes for this session, but it more likely refers to singer Bernie Nee who had the earlier version of ''Lend Me Your Comb'', that was clearly the basis for the arrangement Carl used in the studio.

30 - Lend Me Your Comb (False Start 1) (0:16) (Kay Twomey-Ben Wiseman-Fred Wise)
31 - Lend Me Your Comb (Take 1) (1:56) (Kay Twomey-Ben Wiseman-Fred Wise)
32 - Lend Me Your Comb (Take 2) (1:56) (Kay Twomey-Ben Wiseman-Fred Wise)
33 - Lend Me Your Comb (Take 3) (1:56) (Kay Twomey-Ben Wiseman-Fred Wise)

Disc 5 Contains

Glad All Over

We are disappointed to report that there are no known outtakes of ''Glad All Over''. If Carl and the band did not nail this title in one take, where have the outtakes gone? It is possible, of course, that this title, which appeared in the 1958 film ''Jamboree'', was not recorded at Sun, even though it was released on the Sun label. Sam had already reached well beyond his usual business approach when he made a deal to get Carl and Jerry Lee Lewis into the teen music pic ''Jamboree'' in return for choosing two of the producers' copyrights. (Carl famously chose to sing ''Glad All Over'' rather than ''Great Balls Of Fire'', possibly denying himself a return to mass market attention.)

''Glad All Over'' appeared on Carl's final Sun single (Sun 287). Drummer W.S. Holland thinks it might have been recorded in New York, but is not certain. However, Carl 's bio suggests that the session was engineered by Jack Clement (at Sun). In the likely event that the demo for the song came to Sun with the memorable drum hook already on it, W.S. would have learned it right off that record. "No doubt about it. I don 't know why else I would have played that little drum thing right there'', observes W.S. He also agrees that learning the song and its arrangement straight off a demo might have reduced the session time it took for the band to record a final take, perhaps eliminating outtakes altogether. "I don't know that we ever played it more than once''..

In any case, Sun Records contributed two songs and film clips to the movie. The songs share one striking feature: they are uncommonly short. ''Glad All Over'' runs 1 :40 and the issued version of ''Great Balls of Fire'' times out at 1:50. Given that the whole movie barely runs 70 minutes, these brief running times are not surprising.

Until further notice, ''Glad All Over'' remains a missing episode in the Carl Perkins Sun outtake story.

Look At That Moon

There are two Carl's involved in this story although we're not exactly sure of all the details. Further complicating things is the fact that both of these Carl's - Perkins and Mann - were based in (or near, in the ease of Mann) Jackson, Tennessee, recorded for Sun and worked with drummer W.S. Holland. Carl Perkins was leaving Sun just about the time that Carl Mann was walking in the door, so it's hard to determine the degree or overlap. This song brings the confusion to the fore.

All indications are that Carl Perkins wrote and recorded ''Look At That Moon''. He left two fairly raw demos of it behind, and we present both of them. The song appeared almost immediately on a Carl Mann session and Mann's version is considerably more polished and energetic than Perkins'. Mann's discography indicates it was cut at the ''Mona Lisa'' session but aural evidence suggests otherwise.

It seems odd that Carl Perkins would be pitching songs to a fledgling artist like Mann when he, himself, was always looking for commercial material at the end of his Sun career. W.S. Holland appeared on both of their sessions and later sort of ''managed'' Mann's career, although Holland resists the formal meaning of that term. W.S. may have been the connection between the Carl's, and brought this new Perkins composition to Mann. The most recent version of the Carl Mann discography (BCD 16684) takes the easy way out: the song is credited to both Mann and Perkins. "I don't think they ever met face to face'', recalls W.S., "although they were certainly aware of each other work. It's unlikely they wrote a song together.''.

So what has Carl Perkins left us here? Right from the start this sounds more like a Carl Mann track than a Carl Perkins record. It's got that rolling piano/bass sound that would eventually characterize ''Mona Lisa''. The thing is, however, that sound hadn't yet been established by Mann so it seems unlikely Perkins was tailoring material to his new label mate. On the first take Perkins offers those "Oh ho ho's" as vocal filler in a way that Carl Mann never did. Perkins' guitar break is perfectly serviceable, but the arrangement just cries out for 8 or 16 stinging bars by Eddie Bush, Carl Mann's distinctive guitar player. One big change here is in the bass. Clayton is no longer playing his upright slap bass. Some time between the ''Forever Yours'' session and what we have here, Clayton made the change from acoustic to electric. Given the loss to the distinctive Carl Perkins sound, one can only hope it was a reluctant change.

The second take is a bit more together (there was some noticeable chord confusion on the first), although Carl launches into a needless additional verse after his guitar break instead of moving directly into the release. Things kind of go downhill from there and we end up with a good demo rather than the possible master we were heading for. In truth, the best version of the song was the unissued Carl Mann recording you can find on BCD 15713 or BCD 16684.

1 - Look At That Moon (Take 1) (1:58) (Carl Perkins)
2 - Look At That Moon (Take 2) (2:21) (Carl Perkins)

Pink Pedal Pushers

Although it is tempting to categorize ''Pink Pedal Pushers'' with ''Blue Suede Shoes'' and ''Put Your Cat Clothes On'' as Carl 's apparel-oriented songs, we think it doesn't belong with those other two. ''Blue Suede Shoes'' is about someone's devotion to his own shoes and ''Cat Clothes'' consists of Carl's getting his woman dressed up fancy 'cause they're going out dancing. ''Pink Pedal Pushers'', on the other hand, is actually about fashion. In the right clothes, it says, you'll be good-looking, desirable, and popular. Mark Twain said, "clothes make the man''. We can safely extend that to women and high school is where that becomes about as important an idea as it's ever likely to. So this song belongs with Joe Bennett & the Sparkletones' ''Black Slacks'' (BCD 15972; a top 20 hit in 1957) and the following year's ''Short Shorts'' by the Royal Teens (which reached number 3) and ''Tight Capris'' by Jody Reynolds (flip side of the big hit, ''Endless Sleep''). Pedal pushers and capris, by the way, were much alike - tight calf- length pants that were popular with the younger set.

Maybe the most obvious lyrical connection to ''Pink Pedal Pushers'' occurs in Gene Vincent's classic track ''Be Bop A Lula''. Admiring Ms. Lula's clothing, Vincent sings "She's, the girl in the red blue jeans/ She's the queen of all the teens''. In Perkins' case, he too is ready to extend the crown to his well-dressed girl. "Her pinkpedal pushers made her the queen of them all''. Royalty was quite easy to come by in Teen Land in the 1950s.

A humorous aside: Carl wrote this song before shopping malls had become a commonplace part of life. Today's teenagers might have thought he'd said "made her the queen of the mall" instead of "made her the queen of' them all'', and still thought it made sense. It's yet one more reminder that the world has changed in the past half century.

It's hard not to hear this song as Carl trying to pander to the target teenage market in the hopes that the kids will put him back on the charts. Here's a 25-year-old man (with a wife, a receding hairline and three young kids) telling 16-year-old girls how terrific they look in tight pants. At least, he doesn't sing it with an audible leer.

Fortunately for us, Carl didn't fully degrade himself or his music to the point where he would sound like he was actually part of the world he was hoping to connect with. All that "oo-wop-a-doo " scat singing was not what the kids were doing. Carl adopts a vocal style played perhaps for laughs or perhaps for drama - pay attention to his vocal intonation on the line, "the older folks said she kinda favors her mom". He sings off the beat a great deal as well, adding to the sense that he's somewhere between singing and narrating a story. This grown-up vocal performance is altogether inconsistent with the subject matter of the song. He's on the outside looking in, and telling the story to the people who are on the inside. It's quite odd.

Also odd is the chord progression in the verses. Carl's walk-down chord progression in the first two lines of each verse is not what the kids were rocking to, by and large. That walk-down maneuver was more common In minor-key songs. Examples include Ruth Brown's number 10 rhythm and blues hit ''Sweet Baby Of Mine'' from 1956, the Ventures' Walk, ''Don't Run'' which was number 2 in 1960 and Ray Charles' ''Hit The Road Jack'' which reached number 1 pop in 1961. Carl ultimately abandoned those chords in favor of a more conventional set of changes on our last two Sun outtakes.

We've got one rare home demo and six more performances (the last one a fragment) that come from two distinct studio sessions. On the home demo, he seems merely to be getting the song and vocal approach recorded but there's no sign of what the arrangement will be when there's a band to work with.

The next four tracks are clearly from the same studio session. Clayton is playing an electric bass. W.S. Holland is, uncharacteristically, doing most of his work on the high-hat and bass drum and using the snare only for rolls and dramatic effects. Carl's guitar playing behind the vocal is subdued. In fact, the whole thing is subdued; the drum is the most audible instrument and the vocal is what's featured. And although there is a little ambitious guitar work at the end of outtakes 4 and 5, there's not a good solo in the bunch.

Outtakes 6 and 7 are different. They're studio takes and include, as W.S. Holland recalls, Jimmy Smith on piano. (The key and tuning had to move a little bit from the previous four outtakes to accommodate the piano.) The big change in these two tracks is, as we mentioned earlier, the chord structure of the first two lines of the verse - that fancy walk-down chord progression is gone and ''Pink Pedal Pushers'' is now a conventional 3-chord rock and roll song.

W.S. doesn't rely on the bass drum and high-hat the way he had on the preceding four tracks; the snare is his emphasis now. In the first of these last two outtakes there are two guitar solos but neither is stellar. Jimmy Smith 's chords in the mid-range of the piano add little. In fact, this whole track sounds subdued. Maybe they were just warming up for the next take.

Sadly, our final take of this song is incomplete - it begins during the first guitar solo. But the whole thing has come to life. Carl's vocal is so unrelentingly enthusiastic that he even gives up his narrative style on the line "she kina'' of favors her mom. He provides a new lyrical touch - now the pants "'made her the talk of the town" rather than "the queen of them all''. His terrific second guitar solo includes pieces ol' the solos on the released versions of ''Matchbox'' and ''Boppin' The Blues''. Jimmy Smith is now tinkling up at the high end of the piano where we can hear him and he doesn't compete with Carl's guitar. But it's the drumming in particular that drives this track along wonderfully - including a reprise of the single-stroke roll from ''Matchbox''. The take has the kind of energy that makes us wish we had the entire thing with a few extra verses thrown in for good measure.

But all of this was moot as far as Sun was concerned. By late 1957, Carl had lost hope in response to what he perceived as Sam's loss of faith in him. He was also none too happy with the financial arrangements at Sun anymore, but was really too in awe of Sam Phillips to confront him or demand a change. Carl wasn't the only Sun artist whose relationship with label-owner Phillips had become, to put it mildly, psychologically complex. Carl was easy pickin's when Columbia Records in the person of Don Law came calling. By the Spring of 1958, Carl was a Columbia artist, with Johnny Cash part of the same exodus.

Carl was still working on ''Pink Pedal Pushers'' during the label change and it became his first release on Columbia in the Spring of 1958. On the Columbia version, Carl uses the more conventional chord changes he used on the final Sun outtakes.

3 - Pink Pedal Pushers (Take 1) (2:16) (Carl Perkins)
4 - Pink Pedal Pushers (Take 2) (2:37) (Carl Perkins)
5 - Pink Pedal Pushers (Take 3) (2:28) (Carl Perkins)
6 - Pink Pedal Pushers (Take 4) (2:26) (Carl Perkins)
7 - Pink Pedal Pushers (Take 5) (2:28) (Carl Perkins)
8 - Pink Pedal Pushers (Take 6) (2:37) (Carl Perkins)
9 - Pink Pedal Pushers (Fragment 1) (1:35) (Carl Perkins)

Keeper Of The Key

You may have heard Carl sing this one before, but it probably wasn't this version. By far the better known source is the Million Dollar Quartet session, on which Carl appeared during that fateful afternoon in December, 1956. The version we have here (which again features Jerry Lee Lewis) seems to have been a throw-away, one-off studio take assayed in much the spirit of the Million Dollar Quartet, which has become the world's most famous extended jam session - desewing of its own Broadway show

Carl's vocal on this Wynn Stewart song is quite impassioned and utterly sincere. The song itself, which bears more than a passing similarity to ''Seasons Of My Heart'', falls in that appealing overlap between a love song and a gospel song. "I can't sing about my love for you, darlin' without bringing the Lord into it''. On the first go-around, Carl turns the ''key'' to his fate over to his woman. By the last verse, that all-important ''key'' has been passed along to the Lord.

Another notable feature here is the recitation. Once again, Carl has taken time away from his singing to spend 8 bars reciting the lyrics. We've discussed this practice elsewhere (see ''I Care'') and can add that according to his biography, Carl recorded a number of religious/sentimental narrations late in his life which do not appear to have been released.

10 - Keeper Of The Key (Take 1) (3:23) (Harlan Howard-Kenny Devine-Lance Guynes-Beverly Stewart)

Listen To The Mockingbird

For years this title was mis-identified as ''Redwing''. It isn't. Right genus, wrong species. This is an entirely different song called ''Listen To The Mockingbird''. It has an extensive history (worthy of its own page on Wikipedia) and goes back to the mid-19th century. In fact, it was popular during the Civil War and was reportedly a favorite of Abe Lincoln.

It's hard to know exactly which version Carl heard, but it was hard not to cross paths with one of them. The melody appeared as background music to ''Looney Tunes'' cartoons and was adapted as the Three Stooges theme song. Davy Crockett plays it on the fiddle in the landmark film ''The Alamo''. Recordings were made in the 1950s by pianist Del Wood (who Carl's biography mis-identifies as Dale Wood), Louis Armstrong, Arthur ''Guitar Boogie'' Smith and (with new lyrics) Louis Prima and Keely Smith. And let us not forget the Sons Of The Pioneers who had their own version 20 years earlier (BCD 16194). In short, this traditional melody was hard to miss. The tune in the chorus shows up in ''With A Little Bit Of Luck'' from My Fair Lady. Even Chet Atkins recorded a version with Arthur Fiedler and the Boston Pops Orchestra in 1963.

11 - Listen To The Mockingbird (Take 1) (2:20) (Richard Milburn)

The Way That You're Living

This home tape recording by Carl is based on his recollection of a Jimmy Swan record from 1956 (MGM 12348). Carl re-arranges Swan's verses and adds some new lyrics of his own. The truth is, as good as Swan's original is (you can hear it on BCD 15758), Carl's version is better. At least his stark, acoustic performance is better. The recording itself leaves a lot to be desired, which should surprise nobody. Stan Perkins, who was a toddler when many of these home recordings were made, remembers his father sitting in front of the microphone of his tape recorder and picking and singing his heart out.

"My daddy bought that tape recorder about same time he got his first Cadillac in March or April 1956. It was about the best home tape recorder you could get at the time, but that was probably none too good. He had it set up in the den, right near the piano, just off from the kitchen''.

"Our mother used to tell me and my brother to be quiet 'cause daddy's singing in the other room. But we were kids. You can hear us playing in the kitchen behind him''.

W.S. Holland also recalls the home tape recorder located in the den. "I can close my eyes and picture it as clearly as I can see anything in this room. He was living in a house over on Park Street in Jackson. In the den of the house, on a little table, I can see that recorder sitting there. It was a Webcor; one of those old reel to reel machines.

If you had told young Stan Perkins that his youthful squeals would be digitally mastered and heard by a generation of his daddy's fans half a century later, it might have triggered some confusion. Today, he understands it perfectly. "I'm proud of my daddy's music'', he says, "although I never thought those recordings would be part of what people still listen to''.

12 - The Way That You're Living (Take 1) (3:04) (Jimmy Swan)

The Old Spinning Wheel

This song was written in 1933 by Billy Hill. It was quickly recorded by, among many others, Paul Whiteman, Fred Waring, Bing Crosby, the Boswell Sisters, and Frances Langford. It was later recorded by Slim Whitman in 1961 (BCD 16214), and as an instrumental duet by Chet Atkins and Hank Snow (BCD 15714 and 15476). Not surprisingly as things have gone in this boxed set, the Ink Spots also performed it on the radio in 1935. (Songwriter Billy Hill, by the way, also wrote ''The Last Roundup'', ''In The Chapel In The Moonlight'', ''Glory Of Love'', and, under the name George Brown, ''That When Your Heartaches Begin'').

This little minute-and-a-half home recording again shows Carl's admiration for Chet Atkins' guitar style. Carl almost certainly heard Atkins perform the song when RCA released a single (RCA 47-5995) in 1954 featuring the Atkins/Hank Snow duet. It's a pretty song prettily played by both Atkins and Carl, and the fluent guitar picking serves to complement the simple tune rather than to obscure or complicate it. The song and Carl's approach to it were apparently something special to him - he performed it again in much this style as a member of Johnny Cash's band at the 1968 Folsom Prison concert (finally released in 2008 on the Sony Legacy complete edition of that concert).

13 - The Old Spinning Wheel (Take 1) (1:28) (Billy Hill)

Try My Heart Out

The origin of this over-emoted ballad is something of a mystery. Despite the presence of several instruments, it's far from certain it was cut at Sun. For one thing, the quality of these recordings is well below the standard for 706 Union Avenue. For another, these outtakes, including the incomplete version that runs about 1:40, were found on a home tape in Carl's possession that contained another title not previously released (see ''Poor People Of Paris''.) And so the question of where these recordings originate remains a mystery: it's too sloppy for a Sun recording and too elaborate for a home recording (at the least, there's quite a bit of echo on the vocal, a feature that lay beyond the capacity of mid-50s home recorders). One thing to note: If these are home recordings, that piano player is more likely to be Valda Perkins than Jerry Lee Lewis.

The song itself is a whole other matter. What makes the lyrics most interesting is likely to be lost on modern listeners. The composer (probably Carl) has adapted what was a common advertising gimmick - most frequently appearing on radio commercials - and put it to use in a love song. In its original form, the phrase might be "Bear Family yeast provides every vitamin and mineral known to man. It'll give you more vim and vigor than you 've ever felt. Try our yeast out. Put it to your test. If after one week you don't feel better than you ever have, return the unused portion and we 'Il refund your full purchase price''.

It was an appealing offer. Buy our product. Put it to your test. What could be fairer? If this ain't the best cereal/orange juice/cake mix/pain reliever you've ever used, just send it back. There's no risk to you. Make up your own test for it. You be the judge. Carl has turned this common gimmick around and applied it to love, with himself as the product. 'Take me home. Let me love you. See how you feel with me in your life''.

It's a pretty funny idea when you think about it because it's an unchaste offer in a generally conservative era. But that, too, contributes to why it's a fanciful and clever song.

Musically, its most effective moments come during the release ("a newborn feeling") when the melody shuttles between the IV and V-chords. Performance wise, Carl seems to be trying a little too hard to deliver a hiccup-laced marketable ballad. He should have laid back a bit and let the clever lyrics do the work.

14 - Try My Heart Out (Take 1) (1:41) (Carl Perkins)
15 - Try My Heart Out (Take 2) (2:51) (Carl Perkins)

The Poor People Of Paris

This recording owes its origin to the home tape recorder in the Perkins family den and remained squirreled away on a 5-inch reel until very recently. Undoubtedly, Carl would have been surprised to find it issued - for the first time - over half a century later for fans, collectors and historians.

It is another of Carl 's informal sitting-at-home recreations of a Chet Atkins performance. Chet's record (RCA 47-6366; it appears on BCD 16539) came out in December 1955. It is clearly the model for Carl's work here - not only does Carl pick like Chet, he changes keys a few times mid-song like Chet. Recording at home left the taping process vulnerable to some technological problems that you can hear easily in this track. Carl plays the song passably well, though there are some rough spots that more rehearsal could have ironed out if this had been intended for public distribution. Carl surely liked working out these Atkins-like arrangements.

The song soon became hugely popular. In March 1956, Les Baxter's orchestral instrumental version of ''Poor People Of Paris'' reached number 1 on 'Billboard' and stayed there for six weeks. Several more recordings of the song made it into the ''Billboard'' Top 100 during that stretch and Chet's now old record even made it to number 52. Also that same year, Winifred Atwell's ragtime piano version went to the top of the charts in the U.K. This song was very big, and Chet proves to have been a little ahead of the curve with his late-1955 release.

The song title on Chet's record is ''Poor People Of Paris (Jean's Song)'' and there's a story in that. The tune was written by Marguerite Monnot, a noted composer of both classical and popular music in France. She wrote several songs collaboratively with Edith Piaf, and wrote others (with a variety of lyricists) that Piaf made popular. One of those was ''La Goualante de Pauvre Jean'' (roughly "the ballad of poor John"), a big hit for Piaf in 1954. But when it came time to make an English version, the U.S. publisher phoned Jack Larence (the lyricist, about whom we'll say more shortly) and said it was called ''Pauvre Jean de Paris''. Lawrence misheard "pauvre Jean'' as "pauvre gens" (poor people). He started writing the lyric, and we wind up with an old song with a new title. Chet's record lists both titles - something related to the original French and the new English one.

Notice that Jack Lawrence's recounting of this episode at means that there may well have been earlier recordings, contemporary with or even before Chet, let alone Les Baxter.

Taking us even further from Carl Perkins, for a moment, Jack Lawrence, who wrote the English-language lyrics for the song, also wrote ''Yes My Darling Daughter'' (Dinah Shore's first record), ''All Or Nothing And All'' (Frank Sinatra's first hit record as a solo performer rather than a big-band singer), and (the reason we go on about Lawrence here), ''If I Didn't Care'' - the first hit for the Ink Spots who show up often in these liner notes as a major influence in Carl's musical life.

16 - Poor People Of Paris (Take 1) (1:47) (Marguerite Monnot)

Roll Over Beethoven

Chuck Berry's first Top 10 hit was his first record (''Maybellene'') in 1955. His second Top 10 hit (''School Day'') came about a year-and-a-half later. ''Roll Over Beethoven'' was his only other entry in the top 40 during the interim, barely making it into the Top 30 in the summer of 1956. Yet it has a sort of classic status that some of his bigger records never achieved. Part of that is undoubtedly due to the wonderful guitar intro that Chuck re-used on ''Johnny B. Goode'' and that the Beach Boys grabbed for ''Fun, Fun, Fun''. But another reason may be the fact that this was one of the first hit records with lyrics about rock and roll itself. It had the ready-made status of an anthem.

Although ''Roll Over Beethoven'' exists among Carl's Sun recordings, it is unlikely that it was ever intended to be more than a warm up track. The fact that only one take exists strengthens that conclusion. As such, it certainly served the purpose. There are some good reasons why Carl and the boys decided to record it. For one thing, they all (including Jerry Lee) knew the song. For another, they surely liked Chuck's music at the end of 1956. In fact, four tracks on the Million Dollar Quartet sessions are performances of Chuck Berry songs, though not of this one. Carl and Chuck had recently become friends on tour and Carl liked both his guitar-playing and his songwriting. And it makes sense that two of the greatest contributors to the hybridizing of country music and blues - coming from the opposite directions - should find themselves to be kindred spirits.

Carl's guitar style here is obviously intended to be Berry-like. What's more, Jerry Lee tinkles the upper end of the piano sounding more like Johnnie Johnson (who played behind Chuck) than usual. The lyric is an amalgam of lines and verses from Chuck's record sung in no particular order. But you can't take the country out of the boy and it's clear that we're listening to a band with country roots, more comfortable with shuffle rhythm than with the very steady one that drove the original. ''Roll Over Beethoven'' by Carl is entertaining and it's good, but it's not hit material. It's an homage.

17 - Roll Over Beethoven (Take 1) (2:52) (Chuck Berry)

Take Back My Love

Just when you think you know Carl Perkins' music, along comes something like this. If the track hadn't been sitting squarely in the middle of a Perkins reel, we might have had some trouble identifying the singer.

''Take Back My Love'' is three and a half minutes of acoustic guitar-based drama. Sure, it's got that edge of sloppiness that most home demos have, but it's also a hell of a performance. The vocal is adventurous; the chords are tense and jazz-influenced, and that bolero rhythm anticipates Roy Orbison's ''Running Scared'' by a good five years.

The real question is what might have prompted this excursion into a style far removed from Carl's usual niché. We can think of two possibilities. The first is Clyde McPhatter's ''Treasure Of Love'', which hit the charts in May, 1956 and was hard to miss in the summer of that year. In case you've forgotten, McPhatter's record features an acoustic guitar and an incessant bolero rhythm. If that wasn't enough in the way of musical influence, consider Elvis's first album which hit the stores in April, 1956 and sold a cool copies during its initial chart run. We know Carl had a copy because the LP featured his composition ''Blue Suede Shoes''. But the song in question wasn't Carl's, it was Don Robertson lovely ballad ''I'm Counting On You''. Like ''Treasure Of Love'', the release to ''I'm Counting On You'' had a strong bolero rhythm performed by the backup vocal trio, adding a distinctive touch to the arrangement surrounding Elvis.

Between Elvis and Clyde, Carl had plenty of inspiration when it came to composing ''Take Back My Love''. In truth, Carl's entry into the bolero sweepstakes was not among his best work. The problem lies with its lyrics, which are rather self-piteous. If Carl ever played this one for Sam, it would probably have been nixed fast.

18 - Take Back My Love (Take 1) (3:37) (Carl Perkins)

Silver Bell

This track has eluded identification for decades but we think we now know what it is. This is Carl, sitting around at home with his brother Clayton in front of the tape recorder, having just recorded ''Old Spinning Wheel'' in the style of the 1955 Chet Atkins/Hank Snow duet release. And now they're just improvising with whatever half-remembered melodies come to mind.

It's likely at some point that one of those musical ideas might come from the flip side of that Atkins/Snow record Carl admired so much. It was called ''Silver Bell''. It's quite possible that Carl didn't know ''Silver Bell'' nearly as well as he knew ''Old Spinning Wheel'' and so he reconstructed what he could and improvised the rest. The result is a song that has a lot in common with ''Silver Bell'', but is not identical to it. Certainly that would help it elude identification over the years since this is not a complete version of any known song. Yet, all you have to do is flip ''Spinning Wheel'' over and the similarities to this piece are quite clear.

''Silver Bell'', the actual song that Chet and Hank recorded, has a nice pedigree. The music was written by Percy Wenrich (with words by Edward Madden) in 1911 - that's one century ago as we write this. Wenrich was one of the early 20th century's more successful tunesmiths. He was also responsible for the music of such big and still-familiar hits as ''Moonlight Bay'', and ''When You Wore Tulip'' and ''I Wore A Big Red Rose''. Hank Snow was apparently a big Percy Wenrich fan; he recorded another Wenrich mega- hit, ''Put On Your Old Grey Bonnet'' (BCD 15488).

19 - Silver Bell (Take 1) (1:33) (Carl Perkins)

Somebody Tell Me

When Adam Komorowski included this track on 1997's ''The Unissued Carl Perkins'', he rightly observed that the quality of this track was ''pretty dire'' and acknowledged it was ''for completists only''. Suffice it to say that it's taken some engineering know-how to get it even this good, which begins to suggest how bad the original was. It is plainly not a Sun recording. In fact it is a matter of some speculation as to where or under what conditions this track was cut. Although it has been suggested that Carl occasionally brought his home tape recorder to club dates, W.S. Holland maintains that was not the case. He does recall the band, drums included, setting up in the living room and performing into the little single mike home recorder. Predictably, the results were none too professional. In any case, they do give us a glimpse of the Perkins Brothers band sometime around 1956. The band's earlier country sound is all but gone here.

The truth is, this isn't a had song, whether written by Carl or borrowed from another source. The discography accompanying BCD 15494 credits it to Carl, but that may have simply been a matter or default. It's got some clever lyrics and a good stop rhythm. You've got to wonder - if this truly was Carl's composition, why not bring it to a session at some point?

20 - Somebody Tell Me (Take 1) (4:20) (Carl Perkins)

Lonely Street

The first thing we can tell you about this song is that you can disregard all previous liner notes that talk about Carl Belew and Andy Williams. This song by Perkins shares a title with that 1959 hit by Williams and nothing more. If-you actually listen to the songs before writing about them, it's clear that the compositions have nothing in common musically. The truth is, the Belew/Williams song with this title is the hands down winner.

It's not clear what this recording is all about. Carl's vocal isn't that bad, although it is a bit emotionally overwrought. It's the band work that dooms these takes to their status among the worst things Carl recorded at Sun (or at least during the Sun years). The overall effect is about as draggy as Carl ever sounded on tape. Worse yet, all versions feature the electric bass from hell.

It's hard to believe that a track sounding this bad ever emerged from 706 Union Avenue. You could have gotten a better mix by throwing darts at the mixing board. In the unlikely event this is Clayton playing bass, we can charitably say this isn't among his finest work. It isn't just the overbearing sound of the bass in the mix, it's the bass playing as well. Listen for some memorable clams at the end of the third take. The addition of a piano on the fourth take does little to relieve the tedium.

At least we can be pretty confident of the time period during which this song was written and recorded. The lyric is directly inspired by ''Heartbreak Hotel'', which pretty well locates this sometime in 1956. In fact, ''Heartbreak Hotel'' spawned more than this unknown composition by Carl Perkins. It seems to have given rise to a sub-genre of "that's where you go when you 're lonely'' compositions including Johnny Cash's ''Home Of The Blues'' (Sun 279 - Sept, 1957); The Gosdin Brothers' ''Lonely Lonesome Street'' (Cullman 6415 - May, 1959; and Ricky Nelson's ''Lonesome Town'' (Imperial 5545 - October, 1958).

To our misfortune, we don't get just one version of this song. Four times the boys went back to the well, and four times they came back with something that sounded this bad. Usually, amateurish home recordings are singular events. Do it, and move on to the next. The presence of four takes here does raise the legitimate question about the source of these recordings. If Carl had made more records at Sun that sounded like this, it's unlikely you'd be holding a 5-CD boxed set in your hands right now.

21 - Lonely Street (Take 1) (2:41) (Carl Perkins)
22 - Lonely Street (Take 2) (2:41) (Carl Perkins)
23 - Lonely Street (Take 3) (2:43) (Carl Perkins)
24 - Lonely Street (Take 4) (2:50) (Carl Perkins)

Drink Up And Go Home

Here's another one of those home recordings of marginal quality. We can tell you where the song came from: Freddie Hart wrote and recorded it in 1956. In some ways, this version is actually better than his - the three part harmony on the chorus is an improvement. But there's an odd lyric change here that doesn't help things. Hart sings (and wrote) "I'm fresh out of prison/six years in the pen''. That works well and rhymes with ''friend'' in the next line. For some reason Carl's recording changes the word to can. Although ''can'' is occasionally used as slang for ''prison'' , it doesn't scan as well in this song.

But by far the bigger problem, however, is the identity of the lead singer. It's hard to imagine the vocal is by Carl. Our money is on brother Jay.

It's best to view this track as an inferior quality documentary of what the Brothers sounded like at heir neighborhood honky tonk some time in 1956. As for the sound quality, it's probably no worse that what you would have heard from the rest room if you excused yourself in the middle of a set.

25 - Drink Up And Go Home (Take 1) (3:37)

Hank Davis & Scott Parker, November, 2011

© Original Sun Recordings, licensed from Sun Entertainment, Inc.

Hank Davis. Interviews with W.S. Holland, September - October, 2011
Hank Davis. Interviews with Stan Perkins, July - September, 2011
Craig Morrison, ''Go Cat Go! Rockabilly Music and Its Makers, University of Illinois Press, 1996.
Carl Perkins and David McGee. ''Go, Cat, Go!'', Hyperion Books, 1996.
Carl Perkins with Ron Rendleman. ''Disciple In Blue Suede Shoes'', Zondervan Publishing House, 1978.

For Biography of Carl Perkins see: > The Sun Biographies <
Carl Perkins' Sun/Flip recordings can be heard on his
 playlist from 706 Union Avenue Sessions on > YouTube <


A CONVERSATION WITH W.S. ''FLUKE'' HOLLAND - ''My first name is WS.. That's my actual name. Those aren't initials for anything. A lot of people also know me the Fluke. That's a childhood name. When I was a kid I used to hang around this service station. I 'd help put gas into cars, stuff like that. I had this expression I used: instead of saying, 'What's that thing over there, I'd say, 'What's that that thing over there . I thought it made me sound smart. The boy at the service station pinned that name on me and it stuck. It's gone around the world with me.

Carl Perkins asked me on a Saturday night to go to Memphis with him and play drums. He said, 'We got an audition with Sam Phillips next Thursday'. This was some time at the end of 1964. Elvis and Scotty and Bill had already been there in the middle of that year. I had never thought about playing drums before. It never crossed my mind. I was working for an air conditioning company here, but the next day I went and borrowed some drums. I never played them before. The next Tuesday we took the drums down to a club and I played them, if you could call, with Carl. I used the brushes. Two days later we drove to Memphis to audition for Sam Phillips.

''Sam didn't really care anything about drums, but for some reason, he didn't run me off. We set up and played in the middle of the floor there, and I used my brushes. I wasn't doing much and at took both hands to do that. That's the way we recorded the first couple of records''.

''But then I was starting to learn to play a little bit better. The big thing I learned we to use the drum sticks. So I was learning to play more and more., and other guys around us were also starting to use drums more and more. It was about that time that Sam started to like the drums. (laughs) That was also about the point where you could start to hear me on those records. Before that, putting it simply, Sam didn't like drums all that good and I wasn't playing all that good''.

''We'd go into the studio abound the middle of the day. We'd record all afternoon and into the night. When we left it'd be midnight. Sometimes daylight was coming up as we drove home. By the time we got home it we the next day. Needless to say, none of us ever got paid a penny for all that overtime. Looking back many years later, I wish Sam had known about a record session and known about a time clock. But that's of the way it was in of those days''.

''One thing about Carl, and I'd say this if he were still alive and setting right here He would tell stories. It got to be a joke. Some of the stories he'd tell, and some of the stuff that's written out there, it's just not true. Here's one example. There's a story about the first time we went to Sun Record. It says we sat there and saw a big old Cadillac in the parking lot. We figured it either belonged to Sam or Elvis. Well, that story may sound good but it never happened. I don't think Elvis had him a Cadillac in 1954 and I now for a fact that Sam Phillips didn't. And there was no parking lot at Sun. You left your car out on the street like everybody else''.

''There's stuff in that ''Disciple in Blue Suede Shoes'' book that just ain't true. Carl was like John cash in that way. They both loved to make up stories. They had great imaginations. Trouble is, sometimes they were giving interviews and those stories stuck. They got taken seriously. There's stuff written about Cash that's totally wrong. John had this saying: I hear him say it probably a hundred times: 'When you're writing stories, don't let the truth get in the way of a good story'. When people ask me why I haven't written a book about those days. I tell them, Í don't have enough talent or imagination to make up stories about what happened''.

''The Million Dollar Quartet was something none of us planned. That was typical for Sun Records. At least Sam did think to call in a photographer had just panned his camera over a few feet, he would have fit me into the photograph and I'd be famous too''.

''I remember when we finally got to New York for the Perry Como show, we were staying at a hotel in Times Square. I think it was called the Astor Hotel. When we checked in, I can still picture this, Clayton walked up to the desk without a suitcase. He had his clothes in a pillow case. It was a big long sack. And he drug his clothes across the floor in the lobby of that big fancy hotel in Times Square''.

''A lot of people don't like the stuff Carl did at Columbia as much as Sun, but I think he did some of his best recordings there. At first they had us upstairs right in the middle of that big Bradley studio and it may have been too large for us. But later when I went there with John Cash we recorded some stuff downstairs in the smaller room. That sounded a lot better''.

''If I had been from a wealthy family, if I had been able to go to a private teacher and learn how to play drums correctly, I would never have been in the music business this long. So many players at Sun Records like myself really didn't know what we were doing in the usual sense. Musicians at Sun were often doing the only thing they knew how to do. Best example of that is Johnny Cash's guitarist, Luther Perkins. Here is a guy who knew nothing about a guitar. He could never play anything except what he did on Johnny Cash's records. We'd be on tour with Johnny cash in the 1960s and Luther 'd find himself in the middle of a jam session with guys like Roy Clark and Chet Atkins... It was just hilarious. I used to kid him. I'd say, 'Luther, if you 'd just leave that guitar in the case except when we're up on stage, nobody'd ever know you're not a good guitar player''.

''When I borrowed that set of drums the first time Carl asked me to play I never had seen a drum set-up. So when I took the drums out to my mom's house, I set ém down wrong. I had the high hat on the right side and the bass drum with my left foot. It felt like it was the way it ought to be. When I saw some other drummers, I tried to change. But then I said 'Wait a minute, I don't think I'm the one who's wrong'. I did a sow last night with my band and I did some things I simply couldn't do if I had the high hat set up over there on the left where most drummers have it. I'm a right handed drummer but I play a left handed setup. What I'm saying is, me not knowing how to set the drums up and not knowing how to play, is one of the reasons that I've been playing drums for 57 years''.

Interview by Hank Davis, September 2011

A CONVERSATION WITH STAN PERKINS - The oldest of Carl's Perkins' four children, was born on September 17, 1953.

''I was born before my dad and his brothers ever went to Sun Records. That part of their lives began about a year alter I was born. 'My father's main love was playing the guitar. It was more important to him than singing or songwriting. He we a very big Chet Atkins and Les Paul. Their records were often played around the house. In the early days, my uncle Jay was the primary singer in the band. My dad was the guitar player; he was in the background''.

''Around 1954 my father bought a 1953 Les Paul guitar. He was paying it off at $5 a week. That was a lot of money back then, or it certainly was in our family. Sam Phillips commented when he first met that Carl had a pretty fancy guitar for a country boy. Prior to that, Carl played a Harmony electric guitar. It we a pretty terrible cheap brand and he we so ashamed of it he put tape over the head to cover the brand name''

''After ''Blue Suede Shoes'', dad went almost overnight from making $30 w week and living in Government Housing to being a star and making $4000 a week. That wasn't an easy change to make. He got two artist royalty checks from Sun for ''Blue Suede Shoes''. The first was for $14,000 and the second was for $12,000. He gave the second one to his brothers and W.S. Dad sued Sam successfully in 1978 to get the rights to his songs returned to him. That's when we established Carl Perkins Music.''

''My father bought a home tape recorder about the same time he got his first Cadillac in March or April 1956. He said it we about the best you could get at the time, although that's obviously none too good by today's standard. The recorder we located in the den, right near the piano, just off from the kitchen. You can hear me an my brother playing in the background on some home recordings. We were just kids''.

''My, mother Valda, didn't like country music very much, although that was my father's favorite. She played piano and liked pop music. We had an old upright with the front taken off so you could see the strings. If you heart piano on any of the home recordings, that's her''.

''My father's version of ''Blue Suede Shoes'' differs from Elvis 'largely in the introduction with the stops. Elvis version is mob conventionally rock and roll. My father's was slower and more country. My father actually abandoned his own version at personal appearances very early and started using Elvis' arrangement. (Notes: When Perkins did his now-famous jam session with Paul McCartney backstage at the Liberty bowl in Memphis, Paul insisted on performing ''Blue Suede Shoes'' in the original style of Sun 234, which had helped to shape his musical consciousness back in the 1950s).

''I grew up in the midst of my father's alcoholism. There were some pretty dark times for all of us. I think the worst of his alcoholism was between 1958 (right after his bother Jay died of cancer) to 1966. When dad was drunk he could get into Pity Mode pretty easily. He was frustrated: he had no money; there were no hit records; his brother had died and they were to close as any two brothers could be''.

''My father got into an accident in 1964. He caught his left hand in a ceiling fan hanging over the stage at a political rally. He nearly bled to death and the doctor thought they were going to have to amputate his hand. I can remember seeing him sitting at home with a cast on his hand. It had wires coming out of it. The doctor set his hand to accommodate holding the neck of a guitar, rather than being in a normal position. I can picture him sitting around squeezing a ruber ball to strengthen his hand as he recovered''

Guitar fans may note an interesting parallel between Carl's experience and that of one of his idols: Les Paul. In January 1948, Paul shattering right arm and elbow in a near-fatal automobile accident. Doctors told Paul they could not rebuild his elbow so that he would regain movement; his arm would remain permanently in whatever position they placed it. Paul instructed surgeons to set his arm at an angle - just under 90 degrees – that would allow him to cradle and pick the guitar. Like Carl, Les Paul favored playing the guitar over a semblance of normal life.

Carl joined the Johnny Cash troupe in 1966 and remained with them for 10 years. An interesting footnote to the story is that Cash had made a similar offer to another Sun Records alumnus about six years earlier. When Warren Smith first left the south and moved to California in 1959, he was befriended by John and Vivian Cash. Smith was offered a spot on the Cash show. Cash was working steadily at the time and it would have meant a regular income, not to mention wide exposure for his music, but Warren declined the offer. Warren Smith's widow Doris recalls, ''I guess it was pride. Warren was sure he could be a star and have his own show. He wasn't willing to play second fiddle for anybody; which is how he saw Johnny's offer. Carl Perkins said yes to the same deal and toured with Cash for years, during good times and bad. I always felt Johnny was trying to bring has old friends together, trying to help the ones that hadn't been as fortunate the he was''.

In any case, the touring association between Perkins and Cash began began in an unusual way. Stan Perkins recalls, ''My father had a very serious hunting accident. He nearly blew the back of his foot of. His recovery was long and painful and he was sitting around the house driving himself and everyone around him crazy. John Cash heard about at and came to visit my father. When he got there, my mother said to him. 'You've got to get him out of the house. He cant 'sit here like this anymore. It's going to kill him, if it doesn't drive him crazy first. Cash had a gig up in Chattanooga. I think. He told my dad, 'Pack a suitcase, you 're coming with me for a few days'. That few days turned out to be ten years''.

''Cash probably saved my father's life by giving him steady work during that period. I thank my father and Johnny Cash challenged each other to get and to stay sober and straight in. In that sense at was very good for both of them. But I also think that Carl forfeited his chance to be of star in his own right. I believe he was primed for a comeback around 1969-1970 but he settled for being a sideman. He had a Top 20 country hit in 1969 with ''Restless''. 'I'm sure that gave him to reminder of what it was like to have a hit record and I know he missed it. But he stayed on with Cash. If that record had gone to number 1, think it would have been easier for him to leave.0 That would have been good in some ways, but there's no telling what it would have led to. (Perkins also supplied Johnny Cash with his 1968 hit, ''Daddy Sang Bass''). I know some good things came his way like doing the soundtrack for that 1970 movie with Robert Redford, ''Little Fauss & Big Halsy''. He wouldn't have had That opportunity if he weren't with Cash. But I think he also lost a lot by being there''.

''The four of them traveling on the road must have been horrible. Can you imagine it? The three brothers and W.S. Packed into that Cadillac. Smoking and drinking and fighting in the car. Sometimes Clayton would pick up some bum when he was out drinking and he'd bring him along the next day, wherever they were headed. Five of them in that car. Just unbelievable''.

''Clayton was terrible when he was part of the Cash troupe. He'd do just about anything when he was drunk, and he was drunk a lot of time. Cash loved to have him along. It kept him entertained. He'd dare Clayton to do things and he rarely said no. At first it was up to my father to clean up the damage, but dad finally put his foot down. He told John he couldn't afford to keep buying Clayton out of all the trouble he'd get into. Told John he had to stop encouraging him. John said no, but he did agree to pay for the damage instead, which solved things for a while. Finally, my father couldn't take it anymore and packed up Clayton and his bass and drove him back to Jackson. It just got to be too much. That was the last time they played together''.

''Jay said his biggest fear when he was dying was that Carl and Clayton would kill each other. He wouldn't be there to separate them or keep the peace. It seems like they came pretty close at times. Clayton ended up killing himself in 1973, at Christmas time. I found his body. There was an empty bottle and an unopened half a pint by the bedside when I found him. He had shot himself with a .22 pistol He. had tried to kill himself two or three times before. He we 38 years old when he died''.

''Johnny Cash fired my father in 1975 after about ten years. He just put in a letter and had his chauffeur deliver it. I can picture daddy setting there holding that letter. He was devastated. The first five years with Cash were great. The next five weren't so good. The ten years that followed were black''.

''I finally confronted him and told him it just couldn't continue. In 1985 I took over management of his career. He made more money in the next 12 years - 1985 - 1997 – than he ever did before... And he was treated better too''.

Stan Perkins was on road and played drums with his father from 1976 until the end, 22 years later. He recalls, ''The first few years working with my dad were tough. I had him on a pedestal and he always fell off it. I had to learn to love him for who he was. It took work from both off us to build the relationship we had. We were very close. Even now, I don't remember where we played or how much or how little we got paid. I remember the relationship I had with him. When he died, I lost my dad, my best friend and my career''.

The last few years were really rough for my father. He was diagnosed with throat cancer in 1991. He had several strokes in 1997. I was taking him for daily therapy and he told me, 'If I can't play the guitar anymore, I don't want to live'. A month or two later he was gone''.

''When he was in Jackson, Tennessee, Carl Perkins didn't have to put a fence around his yard. He lived to be 65 years old. I know that's not old, but he smoked and drank for much of his life. I can honestly say he had as good a life as any of them. Probably a lot richer than many''.

''My daddy never could just never accept how good he was. He could write songs in 15 minutes. It was like a brainstorm. It all came to him at once. He was a very gifted man. But at the end of the day, it seems like his insecurity was even bigger than his talent. When he died in 1998 a lot of famous people came to his funeral. George Harrison was there, Garth Brooks, Billy Ray Cyrus, Wynona Judd, Sam and Jerry were there too''.

''If there's one word that describes my father it's Survivor''. That's what he was. A survivor. He went from the bottom to the top to the bottom again. He ended up somewhere around the middle. I think he was at peace with himself. At the end, he was content''.

''I think my dad really wanted another big hit. He was frustrated. He kept making records and trying. He wasn't really content just to be a sideman. He was humble, but he wasn't that humble. He had tasted what it meant to have a number 1 record early on. It's hard to put that behind you completely. He wanted a comeback. But toward the end he said to me, Another ''Blue Suede Shoes'' might have caused me not to care, about people, about things'. I think he made peace it with and who he was''.

''When my dad left Sun to go to Columbia, Sam said o him, 'They won't know what to do with you there. They won't know how to record you. It'll be OK with John (Cash), but you'll get lost in the shuffle and they'll do it all wrong''. Sam was right. That's exactly what happened. Those first Columbia records sound awful. I remember my dad telling me he was driving home from that first or second Columbia session (June 1958) with Eddie Cisco (known as Eddie Starr) and dad said to him, 'That was all wrong. They just didn't get it at all''. Can you imagine that? Right from the start and he saw the problem. But what could he do? He had just signed the contract. His confidence was low. His self-esteem was way down. He was still grieving over his brother (Jay). So he did nothing for the next three years. It was a bad combination: he was drinking too hard, even during the sessions. There were some musicians on there who didn't understand the music. The studio itself was wrong for him. I don't think the producer ever understood dad's music the way Sam did. Drinking can be OK during a session. There had been plenty of it at Sun, including Sam, himself. But there's a thin line between creative and being drunk. That line got crossed at Columbia''.

''I remember my dad saying to me, Í should never have found a reason to leave Sun Records. If I was ever going to have another ''Blue Suede Shoes'', it would have come from there''.

Hank Davis interview with Stan Perkins, September 2011 

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