Memphis Meets The BEATLES

(2 CD)


Disc 1

1. Two Of Us 3'51
(John Lennon / Paul McCartney)
Bob Simon & Eddie Harrison
2. Get Back 2'52
(John Lennon / Paul McCartney)
Daddy Mack Orr
3. Day Tripper 3'06
(John Lennon / Paul McCartney)
4. Happiness Is A Warm Gun 3'10
(John Lennon / Paul McCartney)
Charlie Wood
5. Blackbird 5'03
(John Lennon / Paul McCartney)
Jackie Johnson
6. You're Gonna Lose That Girl 4'07
(John Lennon / Paul McCartney)
Bertram Brown
7. She Came In Throught The Bathroom Window 4'15
(John Lennon / Paul McCartney)
Matt Tutor
8. Drive My Car 3'49
(John Lennon / Paul McCartney)
9. Yer Blues 2'30
(John Lennon / Paul McCartney)
10. Across The Universe 3'52
(John Lennon / Paul McCartney)
John Kilzer
11. The One After 909 3'35
GUSTO featuring(John Lennon / Paul McCartney)
Dexter Haygood
12. Old Brown Shoe 3'50
(George Harrison)
13. A Hard Day's Night 2'16
(John Lennon / Paul McCartney)
Lamar Sorrento & The MOD SAINTS
14. The Long And Winding Road 3'54
(John Lennon / Paul McCartney)
Kevin Paige

Disc 2

15. Glass Onion 2'55
(John Lennon / Paul McCartney)
John Kilzer
16. Back In The U.S.S.R. 3'21
(John Lennon / Paul McCartney)
Charlie Wood
17. I Wanna Be Your Man 3'36
(John Lennon / Paul McCartney)
Gary Johns
18. Lady Madonna 2'56
(John Lennon / Paul McCartney)
Eddie Harrison
19. For You Blue 4'11
(George Harrison)
20. Oh! Darling 4'05
(John Lennon / Paul McCartney)
21. Martha My Dear 2'14
(John Lennon / Paul McCartney)
22. Why Don't We Do It In The Road ? 3'42
(John Lennon / Paul McCartney)
23. In My Life 2'57
(John Lennon / Paul McCartney)
Charles Ponder
24. Here, There And Everywhere 6'25
(John Lennon / Paul McCartney)
25. Glass Onion (Reprise) 1'08
(John Lennon / Paul McCartney)
John Kilzer
26. All You Need Is Love 5'11
(John Lennon / Paul McCartney)

Total Time: 50:10 + 42:41

  • Malcolm Cullen - Lead Guitar (1, 22, 26), Guitar (2, 3, 18, 23), Electric Rhythm Guitar (26)
  • Bob Simon - Rhythm Guitar (1), Vocal (1)
  • Matt Tutor - Guitars (6, 7), Vocals (7)
  • Greg Reding - Guitars (8, 24), Vocal (24), Background Vocals (8)
  • Richard Hage - Guitar (9, 10)
  • Matt Isbell - Guitars (11)
  • Jack Mack - Slide Guitar (12)
  • Lamar Sorrento - Lead Guitar (13)
  • Steve Selvidge - Lead Guitar (15, 25), Guitar (17)
  • Jimmy Craig - Rhythm Guitar (12)
  • Jeff Golightly - Rhythm Guitar (13)
  • David Bowen - Guitars (19)
  • Zak Mack - Guitars (20), Background Vocals (20)
  • Brad Webb - Slide Guitar (22)
  • Lloyd Rainey - Banjo (21)
  • Kevin Paige - All Instruments (14), Vocals (14)
  • Charlie Wood - Hammond B-3 Organ (4, 16, 19, 24), Wurlitzer Electric Piano (4, 16), Pedal Bass (4, 16), Guitar (4, 16), Drums (4, 16), Lead / Background Vocals (4, 16)
  • Joe Boogie - Keyboards (3, 23), Hammond B-3 Organ (15, 18, 20, 25, 26)
  • Charlie Wood - Keyboards (1)
  • Kurt Clayton - Keyboards (6, 7)
  • Robert Clayborne - Keyboards (8), Piano (24, 26), Lead Vocal (24), Tambourine (26), Lead Vocalist (26)
  • Ross Rice -Hammond B-3 Organ (17), Drums (17), Bass (20), Background Vocals (20)
  • Adam Levin - Keyboards (11)
  • Rob Haines - Keyboard (18)
  • Mark Ross - Piano (9, 10)
  • Jock Copeland - Piano (12), Acoustic Grand Piano (20)
  • Gerald Stephens - Acoustic Grand Piano (21)
  • Richie Hale - Saxophones (1, 3, 6, 11, 26)
  • Tom Link - All Saxophones (7), Sax Solo (11), Saxophone (15, 25)
  • Lucy Hathcote - Saxophone (16), Background Vocals (4, 16)
  • Kirk Smothers - Saxophone (14)
  • Dedrick Davis - Trumpet (1, 3, 6, 11, 26)
  • Tom Clary - Trumpet (14)
  • Jason Yasinsky - Trombone (21)
  • E.J. Dyce - Trumpet (21)
  • Keith Soltys - Flute (26)
  • Billy Gibson - Harmonica (2, 19), Lead Vocal (19)
  • Carl Wolfe - Clarinet (21)
  • Neal Bowen - Tuba (21)
  • Stephens - Cello (26)
  • Dave Smith - Bass (1, 6, 7, 15, 18, 21, 25, 26), Rhythm Guitar (15, 25), Acoustic Guitar (26), Baritone Guitar (5), Background Vocals (6, 10, 15, 25, 26)
  • Craylon Brown - Bass (3, 23)
  • Tommy Cathey - Bass (8, 24), Vocals (24), Background Vocals (8)
  • Rick Nethery - Bass (9, 10), Lead / Background Vocals (9)
  • Jeff Potter - Bass (11)
  • Vince Leffler - Bass (12)
  • John Lightman - Bass (13)
  • James Jackson - Bass (19)
  • Jonathan Wires - Acoustic Bass (17)
  • Kim Trammell - Drums (1, 6, 7)
  • Terry Saffold - Drums (3, 23)
  • Walter White - Drums (8, 24), Vocals (24)
  • Kurt Ruleman - Drums (9, 10)
  • John Adams - Drums (11)
  • Michael Sine - Drums (12)
  • Richard Rosebrough - Drums (13)
  • Steve Potts - Drums (15, 22, 25, 26)
  • Robert Hall - Drums (18)
  • Cedrick Keel - Drums (19)
  • Jeremy Smith - Drums (20)
  • Earl Lowe - Drums (21)
  • Eddie Harrison - Vocal (1), Lead Vocal (18)
  • Daddy Mack Orr - Vocal (2)
  • Z-Da - Lead Vocal (3, 15, 25), Vocals (22), Lead Vocalist (26), Background Vocals (3, 15, 25)
  • Jackie Johnson - Vocals (5), Second Vocal (11), Lead Vocalist (26), Background Vocals (6, 10, 15, 19, 25, 26)
  • Bertram Brown - Lead Vocal (6)
  • John Kilzer - Vocal (10), Lead Vocal (15, 25)
  • Dexter Haygood - Lead Vocal (11)
  • Dani McCulloch - Lead Vocal (20), Vocal (12)
  • Gary Johns - Vocal (17)
  • Charles Ponder - Vocal (23), Additional Background Vocals (3), Lead Vocalist (26), Background Vocals (15, 25)
  • Reni Simon - Background Vocal (2, 18)
  • Freddie Kirksey - Background Vocals (6, 10, 15, 25, 26)
  • Kelley Hurt - Background Vocals (19)

    Special Thanks to the gospel choir JOY For The SOUL:

    Shirley Patterson, Alisa Nave, Helen Lewis, Regenia Nave, Carita Reaves & Eddie Harrison

    Produced by Eddie Dattel & Kevin Houston, unless otherwise indicated

    Produced by Bob Simon, Dave Smith, Eddie Dattel and Kevin Houston (1)
    Produced by Malcolm Cullen (3)
    Recorded, Mixed and Produced at
    STUIO DADDY-O by Charlie Wood (4)
    Produced and Arranged by Dave Smith (5)
    Produced by Dave Smith, Eddie Dattel and Kevin Houston (6, 7, 15, 25, 26)
    Produced by Eddie Dattel & Ross Rice (17)
    Produced by The Billy GIBSON BAND (19)
    Produced by Ross Rice (20)
    Produced & Arranged by Dave Smith & Eddie Dattel (22, 26)
    Recorded, Mixed and Produced at
    DADDY-O by Charlie Wood (17)
    Remixed by Kevin Houston at
    Arranged by Dave Smith (7, 15, 25)
    Arranged by Gerald Stephens (21)
    Arranged by Malcolm Cullen (23)
    Remixed by Kevin Houston at
    Horns Arranged by Carl Wolfe (6)
    Horns Arranged by Robert Clayborne (8)
    Recorded and Mixed by Kevin Paige at

    All Songs Written by John Lennon and Paul McCartney ©NORTHERN SONGS, Ltd.

    All Rights Adm. by BLACKWOOD MUSIC Inc. under license from ATV MUSIC (Maclen) BMI
    Except "Old Brown Shoe" & "For You Blue", Written by George Harrison
    ©HARRISONGS Limited, BMI

    All Songs Recorded and Mixed by Kevin Houston at INSIDE SOUNDS, except where noted

    All Songs Recorded and Mixed between June 24 and November 24, 2004

    Mastered by Mark Yoshida at AUDIOGRAPHICS MASTERWORKS, Memphis, TN

    Additional Percussion on Tracks 1, 2, 10 and 11 by Eddie Dattel & Kevin Houston

    Tracks 19 & 22 Recorded and Mixed by Jeffrey Reed at INSIDE SOUNDS


    When I asked a musician friend of mine what his favorite style of music was, he answered almost immediately, "Memphis music." Knowing his tastes, he was mostly referring to the recordings that were produced in the '60s and '70s at Stax and Hi Records. If someone had asked me the same question, I would have answered "The BEATLES".
    Although many BEATLES tribute recordings have been released over the years, I don't believe there has ever been a CD produced like this one. Apart from Booker T. & The MC's McLemore Avenue (an instrumental version of Abbey Road), only isolated covers of BEATLES songs were attempted by Memphis labels. It is safe to say that no other city had as profound an effect on The BEATLES as did Memphis. It is also interesting to note that both Memphis and Liverpool are associated with music more than any other single thing. Just as The BEATLES were influenced by Memphis music, however, Memphis youth in the early '60s were profoundly influenced by The BEATLES. In fact, many chose their path in life after hearing their first BEATLES hit or seeing them on The Ed Sullivan Show. One of the musicians involved in this project referred to The BEATLES' recordings as "sacred ground". Among musicians, they are the blueprint for the recorded song, and the thought of recording their material can be intimidating. They were the first band to embrace the art of recording to the point where it defined who they were as a band. Their creativity in the studio set a new standard for pop music and explains why there was so much good music in the late '60s and early '70s. Because their recordings usually involved more than simply capturing a song, their music almost always had many layers and textures, and changed the way musicians approached their own music. The sound became as important as the song and its performance. With that being said, BEATLES songs were always great, and most could be performed convincingly with a four-piece band. On Fried Glass Onions -Memphis Meets The BEATLES, we are not attempting to recreate the multi-textured production of The BEATLES. Instead, we're approaching the songs from a more organic perspective — without orchestration or extensive overdubbing. Most of these songs include a core rhythm section of guitar, bass, drums and keyboards, along with some background vocals and, about half the time, a horn section. If you're wondering why this Memphis label isn't producing an Elvis Presley tribute, I can explain. The city known as America's musical crossroads has contributed greatly to the evolution of a number of musical genres. You can't talk about Memphis music without mentioning blues, R&B, soul, rockabilly, and jazz. Elvis, of course, comes to mind first when you mention Memphis, but dozens of other artists have strong Memphis connections including Al Green, Ann Peebles, Booker T. & The MG's, Isaac Hayes, B.B. King, Howlin' Wolf, Otis Redding, and the list goes on. Hundreds of hits were recorded in Memphis and there is an undeniable Memphis sound, which has much to do with the groove or feel of the rhythm section (not to mention the singer's nuances). Evidence of the Memphis groove is all over this CD. That was the main focus of this recording. The musicians consciously approached these songs imagining how The BEATLES might have recorded them had they lived in Memphis. Of course, The BEATLES openly acknowledged their affection for Memphis music. According to some music historians, they had even planned a recording date at Stax in the mid-'60s, which, unfortunately, never materialized. During various conversations over the months this project involved, someone related a story of how ecstatic John Lennon was to hear that The BEATLES reminded some musicians of early Sun recordings. George Harrison, in particular, was a big fan of Carl Perkins. In hearing this recording for the first time, I'm hoping the listener will recognize elements of Memphis music and be able to connect the dots. As a city we embrace our music heritage, but many people don't really know what Memphis music is. Talking about soulful guitar lines, spicy horn sections, and funky rhythms doesn't really mean a lot to most people. Without formal training or being a musi- cian, it's difficult to explain how things sound. So I'm hoping this CD will shed some light for those who want to know what makes Memphis music so extraordinary. While some of these songs lay back a little, slowing them down doesn't necessarily give them that Memphis "thang." With an open mind and ear, I think the connection will be made. As an avid BEATLES fan, I have to confess that I've never been more enamored with Memphis soul than I am right now. The wonderful singers, musicians, and producers involved in this project have demonstrated their remarkable talent and depth of artistry. This recording has made a true believer out of me and it is my deepest wish that it will contribute to a greater appreciation of The BEATLES and of the city that won their hearts a half century ago.
    Eddie Harrison has always been one of my favorite singers. In the '60s he played trumpet and sang on some background sessions at Stax and had a regional hit with the Short Kuts' single "Your Eyes May Shine." His voice is intrinsically soulful, and as a performer, he is engaging and very likeable. Bob Simon's high school band Randy and The Radiants were the last act produced by Sam Phillips for Sun Records before it was sold in 1969. Bob found success in Nashville, where he landed a publishing deal and co-wrote Reba McEntire's #1 hit "What Am I Gonna Do About You." During this period, Bob was also guitarist and bandleader for The Impressions, who backed the legendary Curtis Mayfield in the late '80s through 1990. After spending 12 years in Nashville and having had several songs recorded, he returned to Memphis. Bob and Eddie have a wonderful musical relationship, and this Sam & Dave approach to "Two Of Us" takes a good song and makes it better.
    "Get Back" is an obvious BEATLES song to cover, and, for that reason, I almost excluded it from this CD. The BEATLES' version has a Memphis blues or R&B feel and, with Billy Preston on Hammond, B-3 organ, it could have been a Memphis recording. The idea occurred to me of doing it as a cross between Delta blues and North Mississippi hill country blues—real scaled down. For a minute, I think Kevin Houston thought I had gone nuts. The tempo is obviously slower than the original, and some people just won't like it, but I'm hoping most will think it's pretty cool. Daddy Mack Orr came into the studio after we tracked the guitars and percussion, then Reni Simon overdubbed her vocal part, and, finally, Billy Gibson put down some nasty harmonica, adding the icing to this Memphis mudcake.
    "Day Tripper" is not that far from blues when you consider how the first line of each verse repeats itself and, musically speaking, at the same place. Soul giant Otis Redding recorded it for Stax Records nearly 40 years ago. For our version, producer Malcolm Cullen uses a horn section similar to what you might have heard at Stax back in the day. Singer Z-Da deserves to win the Tina Turner prize for this unstoppable performance. She is a powerful singer whose first professional gig was on Beale Street at age 16. She has recorded extensively in Memphis studios and has been a featured artist at the Porretta Soul Festival in Italy. Z-Da performs regionally and, occasionally, on Beale Street.
    When Charlie Wood suggested recording "Happiness Is A Warm Gun" from The White Album, I paused. Knowing that The BEATLES' recording features what many consider as one of John Lennon's best vocals, I was apprehensive. For those who don't know, Charlie has had a house gig at Beale Street's King's Palace for over a decade, has recorded extensively, and is a brilliant jazz and R&B musician. While the structure and tempo are virtually the same, Charlie's jazz/ soul vocal combined with his B-3 organ create an entirely different sonic texture. Just listen to his characteristically jazzy "When I hold you in my arms/Whenever I feel my finger on your trigger," and you, too, will believe...
    "Blackbird" is one of those songs that you have to think hard about covering because it's such a beautiful song and has been recorded so many times. Using the image of the broken-winged blackbird to express his feelings about the civil rights movement is one of Paul McCartney's most brilliant moments as a songwriter. This stark interpretation with Dave Smith on baritone guitar and the extraordinary Jackie Johnson on vocals is exquisitely soulful. Dave had the idea and thought Jackie should sing it. They went over it once or twice in the studio and the second take was the one.
    Dave Smith and I probably spent hours on the phone talking about BEATLES songs and imagining which ones could use a little "Memphis." I've always loved "You're Gonna Lose That Girl," which wouldn't be a song that would automatically lend itself to a Memphis thang. When we started talking about Hi Records, Dave mentioned the groove of "Let's Stay Together." Complete with The BEATLES background answers and an honest-to-goodness Hi Rhythm section feel, this is a fusion of BEATLES and Memphis if there ever was one. Veteran soul singer Bertram Brown really hits the Hi note on this one...
    Matt Tutor was 19 when Memphis studios began to notice the talented singer-guitarist. He immersed himself in the Beale Street music scene, where he was guitarist for the James Covan Band at the Rum Boogie Cafe, and performed in various clubs until he left Memphis a few years ago to get more formal music training. He recently returned to Memphis and is better than ever. This version of "She Came In Through The Bathroom Window" is arranged by bassist Dave Smith and has serious groove control. Matt sings lead and all background vocals and also plays all guitars. Oh, yeah...
    For Memphis soul, the Memphis All-Stars are one of the best bands you will ever hear. This four-piece performs around Memphis, although rarely inside the city limits. In other words, they make their living on the road. When I spoke to bandleader/guitarist Greg Reding about this BEATLES tribute, he became animated as he recalled seeing their famous debut on The Ed Sullivan Show, which inspired him to become a musician. He also mentioned how his band The Hot Dogs had recorded at the old Ardent Studio on National under the direction of producer Terry Manning in the early '70s. Singer and organist Robert Clayborne is a rare talent and deserves a Grammy Award for his interpretation of The BEATLES classic "Drive My Car."
    The Beat Generation was included in Memphis' 50 Years of Rock 'ri Roll celebration and was invited to perform at the Cavern Club in Liverpool in August of 2004. Rick Nethery, the group's leader, is an avid BEATLES fan and has been part of the Memphis rock scene for more than 20 years. His rendition of "Yer Blues" is full of angst and raw energy. It's a straight-up approach and reflects both the energy of The BEATLES and the vibe of Sun Studio.
    When I called John Kilzer about doing a BEATLES tune, I felt almost certain he would say yes. In fact, he said it would be an honor. A serious John Lennon fan, he suggested cut-ing "Across The Universe," one of Lennon's favorite songs. John is mostly known for his major label recordings Memory In The Making and Busman's Holiday, both released on Geffen Records in 1988 and 1991, respectively. The Beat Generation tracked this song when they recorded "Yer Blues," and John came in the next week to lay down the vocal. The Memphis vibe is evident in Richard Hage's soulful guitar playing and the band's nod to Booker T. & The MG's during the last few bars of the song.
    "The One After 909" is a roots rocker from The BEATLES' early days, but one that didn't surface to the mass public until Let It Be. I could easily imagine it as an early Sun record, but when Gusto came into the studio to track it in late June, they went a totally different direction. It became a funky, Memphis thing, and we knew we had to get the right singer to do it justice. The track sat all summer long until I had heard that Dexter Haygood, who had recorded a lot in the '80s and early '90s with Xavion, was available. I don't know anybody who can sing like Dexter...
    The last track we recorded for Fried Class Onions was "Old Brown Shoe." When you're working on a recording project, if you're lucky, a certain momentum starts to occur. After having tracked more than 15 songs, we realized George Harrison had been left out of the mix. A couple of the artists had mentioned "Something," but that one has been done to death, so I was thinking about something less obvious. Fortunately, Dani McCulloch's band had the right chemistry for "Old Brown Shoe." Dani is just 17 (and you know what I mean), but she sure can sing...
    Lamar Sorrento has made quite a name for himself in recent years as a folk artist whose subjects are usually musicians. Paintings of various blues musicians, jazz guitarist Django Reinhardt, and The BEATLES hang on the walls of homes and restaurants from coast to coast. Lamar also happens to be a distinctive guitarist who has surfaced in Memphis under different names while performing various styles of music. I knew Lamar was an avid BEATLES fan and the eclectic musician stormed intothe studio on the night of October 27 with his Mod Saints, leaving behind smoke, fire, and this frenzied instrumental version of "A Hard Day's Night."
    Kevin Paige is certainly one of Memphis' most visible musicians. The multi-instrumentalist was signed to Crysalis Records in 1989, which spawned two American Top 20 hits in 1990 - "Don't Shut Me Out" and "Anything I Want." His songwriting credits are extensive. He had four songs featured in the Disney movie Honey, We Shrunk Ourselves, and has numerous credits as producer. His musical abilities have no boundaries and, his self-produced version of "The Long And Winding Road" demonstrates his ability to combine contemporary pop with Memphis soul.
    - Eddie Dattel, December 2004


    It's been almost one year since Inside Sounds released Fried Glass Onions—Memphis Meets The BEATLES. The CD was an immediate success, and the idea of producing a second volume was soon underway. There's usually some trepidation when considering a follow-up CD (think movies with sequels), especially when there were so many highlights on our first volume. We decided to take a similar approach with Fried Class Onions—Memphis Meets The BEATLES Vol. 2—selecting BEATLES songs that would lend themselves to a Memphis twist. On this recording, however, it's even more Memphis—more Beale Street. In many ways, this CD comes together as a concept better than the first one. Realizing that casual BEATLES fans may not be familiar with "Class Onion," we decided to open the CD with this song. That idea led to the "Class Onion Reprise," recorded specifically to precede the magnificent finale "All You Need Is Love." Both songs happen to be in the same key, which adds greatly to the transitions With a more focused vision, hied Class Onions—Memphis Meets The BEATLES Vol. 2 feels more connected than our first volume. As far as highlights, there are many. "All You Need Is Love" still gives me tingles, even after listening to the final mix fifty times. Dave Smith (bass-ist/co-producer) and I talked about this song for hours, brainstorming about different approaches to this BEATLES anthem. It required several recording sessions and, with four different lead singers, a gospel choir and a lot of instrumentation, the mix was a two-day affair. I will admit that the stars were perfectly aligned for this one—these amazing vocalists (Robert Clayborne, Jackie Johnson, Charles Ponder & Z-Da) recorded the song individually. Engineer Kevin Houston and I later pieced together the different takes. We were astonished at how the different textures and vocal performances came together as if all four singers had planned it all along. This song could not have been produced anywhere but Memphis. The same can be said about most of this CD. The Memphis music community really shines here and I am honored to have worked with so many great artists. My thanks to all of you.
    John Kilzer recorded "Across The Universe" for FCO Volume I. A Lennon fan to the core, John was enthusiastic about recording "Glass Onion." This version has a Hi Records feel and a nod to guitarist Teenie Hodges, who played on hundreds of songs from the Hi Records catalog. Dave Smith, guilty of this groove, is the track's MVR Having Steve Potts on drums for this session gives it the grease it needed.
    People are still talking about Charlie Wood's remarkable version of "Happiness Is A Warm Gun" from FCO Volume I. Actually, "Back In The U.S.S.R." was recorded around the same time, but was saved for this release. Charlie changes the groove on this familiar BEATLES tune and twists it into a Memphis blues thing. His ad lib takes the song to another level altogether. It's a brilliant perspective given the current political climate.
    Gary Johns' voice is heard on thousands of television and radio jingles. He is one of Memphis' most distinctive singers. "I Wanna Be Your Man" was recorded live in the studio in order to create an environment that would mesh with Gary's intimate vocal style. It's quite different from Ringo's 1963 recording. The Rolling Stones also recorded this song in 1963—it was a hit in the UK.
    Eddie Harrison and Bob Simon's Stax influenced version of "Two Of Us" was the opening track for FCO Volume I. I remember reading something Ringo had said about how much Paul sounds like Elvis on "Lady Madonna." Stylistically, The BEATLES version was undeniably Southern. For our twist, the funk element is very pronounced and the piano less prominent. Billy Gibson's harmonica solo adds another dynamic element. As far as Eddie Harrison is concerned, now there's a singer...
    At the time of this writing, Billy Gibson is #16 on the national blues radio chart for his The Billy Gibson Band CD release. He has become one of the most recognized harmonica players in blues music. He's also a distinctive singer who easily flows from blues to jazz to funk. "For You Blue" is performed with his Beale Street band, whose stripped-down version of George Harrison's twelve-bar blues is a moody, Memphis funk love confession.
    Dani is another artist who appeared on FGO Volume I. She was only seventeen when it was released, and her take on "Old Brown Shoe" quickly became a favorite among radio programmers. We thought Dani, now all of eighteen, was up to the challenge of interpreting what is often considered one of Paul McCartney's greatest moments as a singer. While "Oh! Darling" is similar to The BEATLES' arrangement, Dani's vocal approach is creative and up-to-the-brim with emotion. She performs this song live and audiences go nuts.
    I'll admit, "Martha My Dear" sounds more like New Orleans than Memphis. Then again, Dixieland Jazz was popular up and down the Mississippi. Although Memphis is not known for its Dixieland today, Beale Street once sounded a lot like this. In fact, the instrumentation of WC. Handy's Memphis Blues Band was almost identical to what you're hearing on this bouncy tune. I think Sir Paul would approve!
    Z-Da is what I like to think of as a secret weapon. Without a doubt, she is one of Memphis' great singers. A veteran of Beale Street since her teenage years, she tours some and also performs at B.B. King's on Beale Street. "Why Don't We Do It In The Road?" was recorded live in the studio with Z-Da shrieking and shouting like a voodoo child. I'm sorry you couldn't have been there, but we saved some of it for you...
    I've heard several moving interpretations of John Lennon's beautiful "In My Life," but this one tears me up. Charles Ponder's warm, soulful voice backed with Malcolm Cullen's engaging arrangement is a striking combination. There is such an intimacy about this recording. I hope ten million people get a chance to hear this one.
    At six minutes and twenty-one seconds, "Here, There and Everywhere" may not be the radio cut, but the Memphis All-Stars have taken this McCartney ballad to another level. Just listen to Robert Clayborne's soaring vocal jjnd tell me if you can imagine anything more soulful than this. If you can, please write to Inside Sounds and I will personally refund the cost of this CD. Enough said.
    A lot of albums I bought in high school included a "Play At Maximum Volume" notice somewhere near the credits. Turn up "All You Need Is Love" and it will make you feel good. After nearly seventy CD releases since 1993, this track is one of the best we've done at Inside Sounds. From the beautiful intro featuring Jackie Johnson to the explosive gospel jam at the end of the song, Dave Smith's abilities as producer and musician shine. All of the vocals were recorded in one day, beginning with an afternoon session and continuing into the evening. This song represents the culmination of our vision—it celebrates the amazing pool of talent for which Memphis is known and honors the most influential band in pop music history. As artists, The BEATLES pushed the creative envelope and delved into new realms both musically and culturally, in many ways, "All You Need Is Love" represents all of the positive qualities The BEATLES shared more than any other song they recorded. It is the perfect ending for Fried Class Onions—Memphis Meets The BEATLES Vol. 2 and a testament to the many talented Memphis artists who gave so much to this project.
    - Eddie Dattel