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Carol Kaye
Carol Kaye
(Electric Bass)

(As a young guitar player in her early twenties, Carol Kaye was a bebop jazzer. By the 1960s, she was a top session player, working on many Motown classics, the Spector dates and Brian's Beach Boys sessions. Among the most sought after guitar players in town, it was in 1965, as she recalls, that she first played Fender Bass for Brian. And from that point on, she played electric bass on almost every Beach Boys hit through “Heroes and Villains.”

In a long, successful and distinguished career during which she has often been called one of the best bass players in the world, she has worked for virtually every major film and television composer in the business. Carol is also widely-regarded as one of the premier teachers of bass, and her bass books are published by Alfred Publishing (New York and Van Nuys, CA).

Her latest CDs (First Lady of Bass and California Creamin') are on Germany's Hot Wire Records. Carol was 31 years old when she worked on Pet Sounds.)


CAROL: "When I first worked for Brian, I didn't play bass; I played guitar. Ray Pohlman played bass. That was quite a few years ago. Brian would bring the music in. People may not know this about Brian, but he wrote the actual notes we played; he wrote the notes down himself. Sometimes he put the stems on the wrong side of the notes, and a lot of times he would change the key, so we would have to re-write our parts, which was easy to do. But the music all came from Brian.

"We saw him grow. The fact is, when I first started working for him, I thought this was just another rock 'n' roll guy, but it became apparent after the first date that he was somebody special. I always held Brian in the highest esteem.

"The only criticism I had of him was he worked us long hours. Most of it was experimentation he was doing for his orchestrating work and time he took changing things around. He didn't 'teach' us parts at all (very little of that on any date), but would play the feel he wanted on the piano and maybe dictate who played what part. We saw he had great talent, and he was very careful to hire the finest players, most of whom were well-known jazz musicians.
"Of all of us, Hal Blaine was probably the closest to Brian. Hal took a personal liking to Brian, and they hung out sometimes too. Hal was always keeping everyone in a good mood with his jokes, and once he got his pattern and the feel of the rhythm section stuff down, he would retreat to his crossword puzzles until Brian was ready for a take. He'd also go into the booth (which most of us did) to check our performance and feel and make sure this was exactly what Brian wanted.

"Brian would build most of his arrangements from the bass line up along with the drum pattern and chordal piano feel. Rock 'n' roll of the '60s was continuously being built from rhythmic bass lines, much different from the swing era where the string bass just kept the tempo with simple 'walking lines' (much better in bebop jazz, but still only 4/4 quarter notes). The accent in the swing years was in the horn work. But now it was on the rhythm section work, and Brian was a forerunner in bass harmonies, utilizing not only classical approaches but also the suspension pedals of Motown too.

"The first 'Brian Wilson' session I played on was one of his big hits, maybe ‘Fun, Fun, Fun’ and I kept playing guitar on his music until the 'Help Me Rhonda' session which was the very first session of his that I played electric bass on.

"Brian made me angry on that session as he kept us playing extra long while he held the phone up to his speakers--we were all blowing our chops, the take must have been ten minutes long and my fingers started to bleed from the grinding hard part. I kept my Fender Bass strings extra high for a big, punchy bottomy sound, always playing with a hard pick.) We knew it was a hit, but Brian loved what we were playing--probably talking to the rest of the gang or something. I gave him the finger on the way out, guess he was shocked, but he was careful after that not to work us to death. We became even closer then, and Brian and Marilyn sometimes came to my house for visits. He loved my Niagara roller chair.

"I got my start as a session player in December, 1957 on a Sam Cooke recording date at Radio Recorders for Bumps Blackwell and was a studio guitarist (about 4th call) before picking up the electric bass around 1963 when someone didn't show for a session. I fell in love with playing bass. It felt much better than rock 'n' roll guitar which was kind of boring to me by then--the bass role is important for the support and arranging status of the whole band. It felt good to be on the ‘bottom.’

"At Brian's sessions, jazz string bassist Lyle Ritz played most of the time, and Brian, for the bass spread, had me add more treble (high end) than I normally played with in those days. I'd say 980% of the time, there were only two bassists on those dates, not three or four as some people say. Once in a while, there was an additional Danelectro playing, but
that was rare. The rest were guitarists."


"The only rivalry that I sensed was a friendly one between Brian and the Beatles. People often ask me to compare Phil and Brian. Very simply, Brian was into the music more and orchestrating sounds in the studio. Phil hired arrangers whereas Brian wrote his own music (Phil wrote a little). Phil was into studio echo and overall feel. Brian was into the overall feel too, but was much more the genius composer/musician and his command of the music had us in awe. We would get a lick in now and then, but most of the music came from Brian's head. We respected Brian. Plus he was a really good guy, strong and firm, yet sensitive and caring about people.

"From the first sessions on, he seemed to know what to do in the studio. I'm sure Chuck Britz taught him a lot of engineering. I remember saying to Chuck, 'The sound is really great. What's going on in there?' Chuck would be modest and say he just set up the board for Brian, but I think there was a special closeness there.

"Brian had a great sense of time (metrical rhythm time for the beat), but that's not because he played bass. That's just him. When he sat down and played the piano, his time sense was perfect. He knew how to groove. Other producers sometimes used click tracks for good time (98 % of all the IV and movie soundtracks do). Brian, I believe, was the first of his generation who could sit down at the piano and play with such great time while giving us the feeling for his songs. He would occasionally sing a lyric or two, but not the entire song. A good time sense is critical for fine jazz too (and I teach this as a criteria for being a good bass player), so from that, too, we all knew Brian had the fine talent to be a lasting ‘biggie!’

We had nothing but good to say about him (in spite of some overlong dates) because he was a rising fine talent and a good person--nice, not arrogant like some of the others with lesser talents, and he was very in tune with the music. We loved that. Any time you're working for a genius like that, it makes you feel good, and I think he felt our respect and love. And being around us also helped him grow with his natural abilities in music. I know he knew we cared about him. He was strong. He was beautiful, very much in control and a joy to work for. I had a special fondness for him while admiring his talent. He sort of felt like my brother.

"Brian hired the best in the business, and he respected us as being the best. I never even knew he was a bass player; I never heard him play bass. There was never anything said intimating he either liked the way I played (or didn't), but, of course, I carried myself as sort of an arrogant ex-jazzer who 'condescended' to playing rock in' roll for a living in the studios. I had played guitar with all the L.A. legends, (Billy Higgins, Teddy Edwards, Harold Land, Jack Sheldon, Leroy Vinnegar, Frank Butler, et al) and while I didn't continue that, you have this sort of 'shield' in your personality knowing where you've been, the music you've played. And I believe Brian sort of felt that and respected me very much.'


"During Pet Sounds, one time, Brian played this multi-track a cappella voice track he had done--it was all him. As we listened to it, our mouths dropped. Barney Kessel, who was a great kidder (and a great jazz legend), said ‘I take back everything I ever thought about you.’ When Brian realized it was a joke, he laughed. His tracks were truly amazing, and when we finally heard them with the vocals, it proved his genius...the kind of tracking foresight he had.

“I played on most of Pet Sounds. Brian was amazing us with the different kinds of arranging and orchestrating, placing different sounds with different musical instruments. You knew he was becoming one of music's greatest talents. He should have gone on to study orchestration and written film scores, and gotten out of that pop star stuff which is so distracting and time-consuming. There seemed to be a lot of pressure on him to be a ‘star,’ and being a great talent...Well, you just cannot mess with that 'star' stuff much; he'd rather be writing. Most of your great talents are NOT out on the stage, smiling and putting on an act. It takes talent to be an entertainer too, but Brian is simply not one to do that. His creativity is so great that he should have concentrated on growing with knowledge in music and been around the other musical greats that he would have felt comfortable with. There's a ton of money in that too.”

(NOTE: Because she is so proud of being a part of this record, for this book, Carol recently listened to Pet Sounds and graciously provided us with track-by-track notes she made, recalling who played what parts on each session. What follows are the highlights of those analyses; also included are her personal reactions. As I'm not a musician, I don't profess to understand all of what follows, but for those of you who are more learned, I trust you'll find this in, depth discussion fascinating and educational.)

"Wouldn't It Be Nice"
--"I played thirds a lot in the bridge and other places, a romping good song similar to ‘Help Me Rhonda.’ I think it illustrates Brian's happiness in the studio, his freedom to create and have us play this stuff. Jerry Cole--the top line electric guitar; Barney Kessel and Ray Pohlman on two mandolins (rhythm and fills); Bill Pitman-electric guitar (rhythm); Larry Knechtel-quarter notes (with some rhythm) on piano; Al de Lory on piano, doubling what Larry did. The two accordions, Carl Fortina and Frank Marocco (the lick in the middle)."

"You Still Believe In Me"
--"This moves me so much. Billy Strange on electric 12-string guitar played lead; Jerry Cole second electric guitar harmony; Barney Kessel third electric guitar part harmony. There's a bass clarinet on this too."

"That's Not Me"--"Glen Campbell on 12-string electric guitar, probably playing through a Leslie speaker. It sounds to me like the twelve string is being phased just a little bit."

"Don't Talk (Put Your Head On My Shoulder)"--"Pretty tune. Unearthly slow. Imagine playing this without any lead (like the rest of his tracks). You still had to keep good time no matter how slow. Nice chord changes...almost classical, especially with string overdubs. Lots of suspensions and close harmonies, something Brian was getting more and more into."

"I'm Waiting For The Day"--"Ray Pohlman, electric guitar through Leslie organ speaker. He's playing fills, then electric guitar rhythm. Al de Lory-organ fills; Larry Knechtel-organ quarter notes. Lyle Ritz is playing ukulele. We kidded him about bringing in a ‘shrunken guitar.’ The drums dictated the beat at first; notice the bass part with the 4th (sus 11th) on the bottom. Very rare! Brian really stretched his orchestrating there, but it's fine. This was a little boring to play without a lead...sort of like Beethoven, the bass wound up playing scale-like figures to a march time, ending a jazz-like chordal spread of violin and cellos."

"Let's Go Away For Awhile"--"Barney Kessel on acoustic rhythm guitar playing up high on his neck. Al Casey also on acoustic rhythm but down low on the neck with open chords. Al de Lory: piano 8th notes. Brian does his Motown bass tonal arranging here, keeping a pedal bass while his chords extended. This illustrates his great potential, his quick growth for composing, arranging, orchestrations, his punctuations et al."

"Sloop John B"--"Billy Strange played two parts up high in harmony; Al Casey played lower part (3rd harmony) on electric guitar. Al de Lory-electric organ, both chimes and flute stops. Bill, Al and I are playing, all three of us together at first, which has an unreal feeling. Guess it's the Irish in us. We loved to groove together...one of my favorite records, kind of with that old world feel (from the ‘ages!’) The arranging spread of sounds makes your hair on your arms." [The arranging Brian did for multi-guitar parts on this influenced Billy Strange to later write the same way on hits for Jody Miller, Nancy Sinatra, etc.]

"God Only Knows"
--"Ray Pohlman on Danelectro bass guitar (6-string), and, at times, I'm playing unison with Ray up high. Don Randi playing piano quarter notes (fills later) on taped piano strings, Larry Knechtel on Leslie organ fills (solo). You can hear the two basses here. I had extra highs on. One of my favorite songs, and this song was adopted by countless jazz groups and recorded often. I (later) played with a few and asked them why they loved this song--'Great song, nice changes.' Basses really had an important orchestrated part here. Brian got into writing for dance--ballet parts--like it was Tchaikovsky or Rimsky-Korsakov, which to me was tougher than just writing a classical piece for an orchestra. And yet, it would come out as the Four Freshmen. His balancing acts were amazing. He was truly coming into his own here."

"Know There's An Answer"--"Brian's putting us all on here with this royal 'blues' start and finally pretty song with its many facets of moods. He truly experimented on this."

"Here Today"--"Ray Pohlman on bass, very nice sounds and good feel. Ray was the number one LA. studio bassist on so many hits starting in 1956 until 1963. And so many more after that. He was a good guy, too."

"Just Wasn't Made For These Times"
--"I think this is a pretty universal thought. Just the tune's name made our approach very meaningful, although Hal had to play very hard on those drums. Almost sad, but certainly apropos for the turbulent '60s. Melancholy, but conversely, with a lot of up-beat hoof-clops, and then the 'jazz chords.' Sometimes the mood changes were overwhelming. Wasn't too overawed at first with this, sort of expected such things coming from Brian who was growing at a fast pace with his creating abilities, both with composing-orchestrating-arranging and his studio sounds."

"A pretty unusual bass line because it didn't use a lot of root. He used thirds a lot. That's jazz. In jazz, the bass line goes to the third because it changes the structure of the chord. Motown used the suspended eleventh. As part of his orchestrating, Brian wrote the bass part, using it as a third or a sixth in place of its normal root note. Brian was the first one to do that."

"Pet Sounds"--"He had talked about visiting the zoo. My three cats love this one as I play it tonight. Sort of corny horns, though. Very stock arranging there."

"Caroline, No"--"Now, this is a love story. Something must have happened to Brian. I can remember he looked so sad. When he'd catch me checking out his face, he'd look back at me with a kind of deep, unexplainable sad look. I had never seen him like that before. He was happy with the music, though. It seemed to be his expression of some feeling he couldn't put into words. Not much of a tune, just a mood.

"I don't remember which song it was, but Hal Blaine invented something I'll never forget for Pet Sounds. When we were doing the track, from the look on Brian's face, you could tell there was something lacking. He wasn't happy. So Hal picked up some spoons and played the drums with these spoons, and it was just the right touch.

"Pet Sounds was a fun album to record; we all enjoyed these new sounds coming from Brian, and it didn't take as long as his other sessions, either. His dates were getting shorter and shorter for awhile.

"With the experimental sounds he came up with, I think Pet Sounds represents Brian's breakout from rock 'n' roll into the classical world. But he was geared for number one status on the charts and Pet Sounds didn't quite make it. I think he was disappointed that mainstream people were not ready for his growing talents. The beauty that he put into that album is just stupendous, and I'm very proud to be a part of it.

"And I think it is really a milestone for him and is a tribute to him to be recognized even more by the classical masters later. I don't know if a symphony can play that groove we got, but the sounds are very classical and it would be great performed by a great symphony orchestra.

"Good Vibrations"--"We knew it was going to be a hit and that it was his best work, and I just couldn't understand why he did so many dates on that. I think he set a record on that. Twelve dates, and I remember that different line-ups were used on all twelve of them, but always the same for basses and drums. We didn't question what he was doing. Later on, I asked him what he used for the record. He said he used the front part from the first session, then re-recorded it and used it for the back part, and cut the middle on an organ at Gold Star."


"Brian, to me, seemed to be a one-man operation. As a producer, he was constantly talking back and forth from the booth; he never had an outside arranger come in. He engineered, wrote (composed), arranged and orchestrated the music, showed us on the piano how it went for feel. Plus, he sang most of (if not all) the parts. He was totally in charge of everything.

"I always felt that he didn't know how great he really was, with his inborn talents, because he should have gone on to realize his fuller potential. But instead, he got stuck somewhere. Brian is still a young man, and I think he can still do whatever he wants. He's been through a lot, but a talent can take these experiences and use them. I wish Brian all the best from the bottom of my heart. He's a very nice man and needs to be around the best talents in the business, a place he deserves.

"He is going do more great things. He belongs with the masters of music because he is a master. Brian pulls his ideas out of the air. I don't know where he gets them.

"A 'star' is great fodder for news media, idolizers and the general public. A great talent can also be a 'star,' but usually it's a build-up of the whole machinery around him or her that makes an entertainer into a 'star'. The test of time separates the really talented artists apart; their music speaks for itself.

"While Brian Wilson had a sort of sad time in his life, it seemed that quite a few selfish, greedy and jealous people tried to hurt the reputation of this good man. But I think the world knows he is admired and respected for his genius by people such as his studio musicians, musical peers and wonderfully loyal friends and fans.

"Usually, our group of studio musicians actually CREATED (or helped create) the framework around some plain ordinary (or dumb) song and performed our tails off to turn it into a hit, making the singer(s), no matter what little talent, into a 'star.' Such was not the case with Brian, whose music was almost 1000% his creation. He needed us to play it and that shows the breadth and quality of the writing he did. Pet Sounds truly shows his wit, inventive creativeness and vast inner talents. It is a great album, Brian.

Thank you. Love...Carol"

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