DISC ONE:

1. Lollypop Mama* - Clarence Samuels
(Clarence Samuels, publisher unknown)
Recorded 1947
Clarence Samuels (vocal-guitar)
With Dave Young’s Orchestra:
Pee Wee Jackson (trumpet)
Andrew “Goon” Gardner (alto sax)
Dave Young (tenor sax)
Rudy Martin (piano)
Bill Settles (bass)
Curtis Walker (drums)
Originally Aristocrat single 1001. Previously unreleased on album

The opening track here, Clarence Samuel’ “Lollypop Mama,” was issued as Aristocrat 1001, although it was done in 1947 at one of the label’s earliest sessions and several later recordings have lower numbers. Samuels’ own vocal and guitar playing are backed by Dave Young’s Orchestra, and the track shows clearly that Leonard was still thinking in terms of a big, smooth sound like heard in his club.

2. Bilbo Is Dead* – Andrew Tibbs
(Chess-Arleta-Archia/Publisher unknown)
Recorded 1947
Andrew Tibbs (vocals)
With Dave Young’s Orchestra:
Pee Wee Jackson (trumpet)
Andrew “Goon” Gardner (alto sax)
Dave Young (tenor sax)
Rudy Martin (piano)
Bill Settles (bass)
Curtis Walker (drums)
Originally Aristocrat single 1101. Previously unreleased on album

But it was Andrew Tibbs with this record who really got the label noticed. Issued as by Dave Young’s Orchestra with Andrew Tibbs, both “Bilbo” and its flip side, “Union Man Blues,” were controversial for different reasons. “Bilbo Is Dead,” a song about the recently-deceased U.S. Senator from Mississippi, was banned in quite a few places in the South; despite its seemingly innocent lyrics, the references to Senator Bilbo contained some not-too-thinly disguised criticism. “Union Man Blues,” meanwhile, managed to offend the local Teamsters’ unions in Chicago – the very people needed to deliver the records to the distributors! Nevertheless, the pairing was Aristocrat’s first hit.

3. Johnson Machine Gun* - Sunnyland Slim
(Albert Luandrew, Arc Music Corp., BMI)
Recorded 1947
Sunnyland Slim (vocal-piano)
Muddy Waters (guitar)
Ernest “Big” Crawford (bass)
Unknown (drums)
Originally Aristocrat single 1301. Previously unreleased on U.S. album

4. Fly Right, Little Girl* - Sunnyland Slim
(Albert Luandrew, Arc Music Corp., BMI)
Recorded 1947
Sunnyland Slim (vocal-piano)
Muddy Waters (guitar)
Ernest “Big” Crawford (bass)
Unknown (drums)
Originally Aristocrat single 1301. Previously unreleased on U.S. album

Sunnyland Slim, real name Andrew Luandrew, was born in Mississippi on September 5, 1907, and stood out among the motley collection of jazz bands, pop singers and doo-wop groups as one of Aristocrat’s few authentic bluesmen in the early days. In addition to recordings issued under his own name, he made historic contributions to tracks by many other blues artists. Though in later years he would be replaced at most Chess sessions by fellow pianists Otis Spann and Lafayette Leake, his work on Aristocrat and early Chess records is outstanding. His raw, piercing singing combines eerily with is melodic piano on these two tracks, both from his first session for Aristocrat. Paired as Aristocrat 1301 (yet another numerical prefix!), they feature a young Muddy Waters, who’d been brought to the Chess brothers at Sunnyland’s recommendation, making his Aristocrat recording debut on guitar. Today Sunnyland, a patriarch among Chicago bluesmen, continues to live and work on the South Side, and can be heard most weekends playing at one club or another.

5. Little Anna Mae – Muddy Waters
(McKinley Morganfield, Watertoons Music, adm. by Bug, BMI)
Recorded 1947
Muddy Waters (vocal-guitar)
Sunnyland Slim (piano)
Ernest “Big” Crawford (bass
Unknown (drums)
Originally Aristocrat single 1302

Muddy Waters, of course, was the man who put Aristocrat, and later Chess, on the map. Born McKinley Morganfield in Rolling Fork, Mississippi on April 4, 1915, he moved to Chicago in 1943, and his life and career are profiled in the booklet accompanying MCA’s Muddy Waters: The Chess Box. His recordings for the Chess brothers spanned four decades, and this cut was one of the earliest, done at the same Sunnyland Slim session, and with the same players, as the two tracks which precede it. Owing a great deal to the interplay between Muddy’s guitar and Sunnyland’s unmistakeable piano, this still-raw, Delta-tinged track marked Muddy’s recording debut under his own name for the label, and foreshadowed the shape Chicago blues would take in the coming years.

6. I Can’t Be Satisfied – Muddy Waters
(McKinley Morganfield, Watertoons Music, adm. by Bug, BMI)
Recorded April, 1948
Muddy Waters (vocal-guitar)
Big Crawford (bass)
Originally Aristocrat single 1305

7. My Sweet Lovin’ Woman** - Robert Nighthawk
(Robert McCollum, Arc Music Corp., BMI)
Recorded November 10, 1948
Robert Nighthawk (vocal-guitar)
Sunnyland Slim or Ernest Lane (piano)
Willie Dixon (bass)
Originally Chess single 1484. Previously unreleased on U.S. Album

8. I Feel Like Going Home – Muddy Waters
McKinley Morganfield, Watertoons Music, adm. by Bug, BMI)
Recorded April, 1948
Muddy Waters (vocal-guitar)
Big Crawford (bass)
Originally Aristocrat single 1305

Robert Nighthawk was, like Robert Johnson, one of those semi-mythical Delta figures about whom little is know but much imagined. He was born Robert Lee McCollum in Helena, Arkansas, and seems to have taken up guitar at quite an early age. His dark, brooding vocal style went well with  his searing slide guitar playing, and he spent a great deal of time on the road throughout the south, making his exact chronology difficult to pin down. Like Sonny Boy Williamson, he had a radio show for a time on Helena’s KFFA as “The Prowling Night-Haw,” and had also spent time on the club scene in Chicago during the Forties. It’s believed that Muddy Waters brought him to the Chess brothers, and Nighthawk recorded “My Sweet Lovin’ Woman” at his first session for Aristocrat. Leonard held on to the masters until after the success of his later cut “Sweet Black Angel,” by which time the label had changed its name to Chess. Willie Dixon, heard here on bass, later became an extremely important part of the Chess blues sound. However, touring almost constantly with The Big Three Trio at this time, he was only occasionally available for session work; this track with Nighthawk is the earliest known record of what would become Dixon’s multi-decade association with Chess.

Muddy Waters’ two 1948 classics feature the same personnel as his previous session, but his sound, while still deeply rooted in the Delta, is already beginning to evolve into a much more urban blues form; issued as a flip sides of Aristocrat 1305, this was Muddy’s first real “hit” and remains one of his greatest pairings. Both are revisions of earlier songs; “I Can’t Be Satisfied” is a reworking of “I Be’s Troubled,” while “Feel Like Going Home” has several verses in common with “Country Blues”. Both earlier songs were recorded by Muddy for the Library of Congress in 1941.

9. She Ain’t Nowhere* - Sunnyland Slim
(Albert Luandrew, Albert Luandrew Publishing Designee, BMI)
Recorded 1948
Sunnyland Slim (vocal-piano)
Muddy Waters (guitar)
Alex Atkins (tenor sax)
Big Crawford (bass)
Originally Aristocrat single 1304. Previously unreleased on album

Not only did he play some superb accompaniment on the preceding Muddy Waters tracks, but Sunnyland Slim was also back in the studio as a leader in 1948, and the freewheeling “She Aint’ Nowhere,” from April of that year, uses the same personnel from his 1947 session with the addition of Alex Atkins on sax.

Besides recording local blues artists, the Chess brothers licensed or bought outright promising masters sent to them by independent producers in other cities. Over the years these “talent scouts” included Sam Phillips in Memphis, Stan Lewis in Shreveport and Dallas, Paul Gayten in New Orleans, Ike Turner in Clarksdale, and Oliver Sain in St. Louis. Also, from time to time Chess bought out smaller Chicago-area labels when they failed.

10. Florida Hurricane** - St. Louis Jimmy
(writer/publisher unknown)
Recorded 1948
Jimmy Oden (vocal; with Muddy Waters & His Combo: Oliver Alcorn (tenor sax); Sunnyland Smith (piano); Muddy Waters (guitar); Big Crawford (bass)
Originally Aristocrat 7001. Previously unreleased on U.S. album.

Jimmy Oden’s still-topical song “Florida Hurricane” was from one such purchased session. Oden was singer only, and is best remembered as the writer of the blues standard “Going Down Slow” which can be heard elsewhere on this box done by Howlin’ Wolf. The increasingly familiar combo of Waters, Slim, and Big Crawford is joined for this track by Oliver Alcorn on tenor sax. Again embarking on a new numerical system, it was issued as Aristocrat 7001.

11. Memory of Sonny Boy** - Forest City Joe
(writer/publisher unknown)
Recorded December 2, 1948
Forest City Joe (Joe Bennie Pugh) (vocal-harmonica)
probably “J.C.” Cole (guitar)
Originally Aristocrat single 3101. Previously unreleased on U.S. album.

Forest City Joe was a more “country” sounding blues singer than some of Aristocrat’s other releases of the late Forties. He was born Joe Bennie Pugh in Hughes, Arkansas on July 10, 1926 and died in Horseshoe Lake, Arkansas in April of 1960. “Memory of Sonny Boy” refers to Joe’s idol, John Lee “Sonny Boy” Williamson, a Bluebird recording artist (not the same person as the Sonny Boy who later recorded for Chess) and here Joe does his usual vocal and instrumental imitation of John Lee. Skipping backwards a couple of thousand numbers for no apparent reason, it appeared as Aristocrat 3101.

12. Tonky Blues* - Forrest Sykes
(writer/publisher unknown)
Recorded 1948
Forrest Sykes (piano)
remainder unknown
Originally Aristocrat single 1401. Previously unreleased on album.

No accompanying personnel is given for Forrest Sykes’ scorching piano instrumental, “Tonky Boogie,” but it makes no difference whatsoever. In this musical tour-de-force, surely one of the hottest ever heard on Chess, Sykes, an obscure figure about whom nothing is known, really burns up the track.

By 1949 it was clear that the Chess brothers were in the record business to stay, and Leonard and Phil started searching for more permanent studio facilities as well as actively auditioning new talent for the label.

13. Cryin’ The Blues*** - Laura Rucker
(writer/publisher unknown)
Recorded March 22, 1949
Laura Rucker (vocal); with Claude McLin Combo; Claude McLin (tenor sax); remainder unknown
Previously unreleased.

Laura Rucker was no stranger to the recording scene; an established singer, she had recorded her first session for the Paramount label in Grafton, Wisconsin in March of 1931, and had followed that with a session fronting the Earl Hines Orchestra in October of 1939 that was released on Bluebird. Again we hear a more sophisticated city blues sound, with a smooth sax solo; Leonard was still recording a wide variety of sounds in his constant search for commercial success. However, the remainder of the 1949 sides on this box are early Chicago blues at its best.

14. My Head Can’t Rest Anymore – Baby Face Leroy
(writer/publisher unknown)
Recorded 1949
Leroy Foster (vocal-guitar)
Smoky Pryor (harmonica)
Alfred Elkins (bass)
Originally JOB single 100

15. Big Town Playboy* - Little Johnny Jones
(Eddie Taylor, Conrad Music, a div. of Arc Music Corp., BMI)
Recorded 1949
Little Johnny Jones (vocal-piano)
Muddy Waters (guitar)
Leroy Foster (bass drum-hi hat)
Originally Aristocrat single 405. Previously unreleased on U.S. album.

16. Sweet Black Angel – Robert Nighthawk
(Robert McCollum, Arc Music Corp., BMI)
Recorded September 12, 1949
Robert Nighthawk (vocal-guitar)
Sunnyland Smith or Ernest Lane (piano)
Willie Dixon (bass)
Originally Aristocrat single 2301

An early recording partner of Muddy Waters’, Baby Face Leroy Foster was born in Algoma, Mississippi on February 12, 1923, and died at age 35 in Chicago on May 26, 1958. “My Head Can’t Rest Anymore” was originally recorded of JOB, then was bought by Chess, to be reissued as Chess 1447. Mike Rowe, in his excellent book “Chicago Breakdown”, describes this track as “a classic example of the emerging small band Chicago blues.” Another Mississippi native, Little Johnny Jones (1924-1964), gives us the original version of “Big Town Playboy,” recorded at his only session for the label. Jones was a first cousin to another hot keyboard man, Otis Spann, and at this time was the regular piano player in Tampa Red’s band; Eddie Taylor later had a hit with a more uptown version of the song for Vee-Jay. Sadly, Jones was a heavy drinker, and his early death of bronchopneumonia was a real loss to the blues world. Robert Nighthawk was also back in the studio in late 1949, and his “Sweet Black Angel,” with its elegant melody and influential guitar licks, has become a much-covered blues standard.


1950 was a year of many changes on the blues scene. The only major labels that had been recording Chicago blues, RCA’s Bluebird label and Columbia’s 3000 series, both ceased activity that year. The Chess brothers bought out their woman partner and, at the suggestion of a record presser in Memphis, changed Aristocrat’s names to Chess and, incidentally, finally cleaned up their release numbering system, launching the Chess label with the aforementioned number 1425. As smaller labels like Premium, Parkway, and Parrot folded or were sold, the Chess brothers found themselves with a gradually increasing monopoly on the blues recording scene in Chicago, and a corresponding increase in the number of musicians lined up for a chance to wax for them. They took on practically all comers.

Also at about this time the concept of a Chess “house band” of studio players was beginning to take definite shape. Although the personnel would fluctuate from year to year depending on the musicians’ traveling schedules, their personal health, and their wild and wooly conflicts with the Chess brothers and one another, during the next fifteen years a select cadre of players emerged who created the incredible body of music that is known today as the definitive Chicago blues sound.

17. Rollin’ Stone – Muddy Waters
(McKinley Morganfield, Watertoons Music, adm. by Bug. BMI)
Recorded February, 1950
Muddy Waters (vocal-guitar)
Big Crawford (bass)
Originally Chess single 1426

This classic was a musical milestone in more ways than one. Tremendously popular because of its lyrical imagery, it was eventually to give its name to a rock magazine, England’s premier rock and roll band and a Bob Dylan song, and over the years has produced a number of mostly forgettable cover versions.

18. Luedella – Jimmy Rogers
(James A. Lane, Arc Music Corp., BMI)
Recorded August 15, 1950
Jimmy Rogers (vocal-guitar)
Little Walter (harmonica)
Big Crawford (bass)
Originally Chess single 1435

Muddy Water’s great guitarist Jimmy Rogers was born James A. Lane in Ruleville, Mississippi in 1924. He was the first, though by no means the last, of Muddy’s sidemen to earn the right to record under his own name; he had already recorded professionally, including an unissued session for Regal, and had been playing club dates with Muddy for some time before Leonard Chess allowed them to record together. It’s probable that the winning combination of Muddy and Big Crawford was one which Chess was reluctant to change. The superb “Luedella,” one of Rogers’ finest early efforts, featured subtle contributions by Big Crawford and Little Walter, and was originally coupled for release with the guitarist’s first hit, “That’s All Right”.

19. Mother Earth – Memphis Slim
(Peter Chatman-Lewis Simkins, Arc Music Corp., BMI)
Recorded 1950
Memphis Slim (vocal-piano)
Alex Atkins (alto sax)
Timothy Overton (tenor sax)
Alfred Elkins (bass)
Leon Hooper (drums)
Unknown (backing vocals)
Originally Premium single 867

Peter Chatman, better known as Memphis Slim, was a smooth, sophisticated singer and pianist. In the Fifties and Sixties he frequently toured Europe with Willie Dixon, heading up the now-legendary American Folk Blues Festival tours. He cut “Mother Earth” for the Premium label, and it was later bought by Chess and included on a mid-sixties album. The song was later to give its name to singer Tracy Nelson’s first band, and Tracy sang a moving version at Slim’s funeral in March, 1988.

20. Dr. Ross’ Boogie* - Dr. Isaiah Ross
(Isaiah Ross, Tradition Music, BMI)
Recorded Memphis, November 29, 1951
Dr. Isaiah Ross (vocal-harmonica-guitar)
Originally Chess single 1504. Previously unreleased on U.S. album.

During the early Fifties, recording engineer and producer Sam Phillips was doing the same thing at his Sun Studios in Memphis that Leonard and Phil Chess were doing in Chicago. It was inevitable that they would occasionally overlap musically; Leonard Chess probably first met Phillips on one of his regular distribution forays through the South. Phillips became one of Chess’ regular suppliers of Memphis and Mississippi blues and R&B recordings, and was in fact responsible for many of the label’s early successes, notably Jackie Brentson’s #1 hit “Rocket 88”. The far more down-home Dr. Isaiah Ross, a one-man band who played guitar and harmonica and sang in a rough but rocking voice, recorded “Dr. Ross Boogie” for Phillips, and it later formed one-half of the artist’s only Chess single.


“There wasn’t a blues recording made by Leonard and/or Phil [Chess] where Willie Dixon wasn’t present in the studio or in the control room. In spite of whoever is credited as producer, when you get right down to it, Willie was the guy. Very few blues things were done without him, even after the bass went electric.”

- Dick LaPalm, Chess Executive, 1963-1970


21. Joliet Blues – Johnny Shines (Shoe Shine Johnny)
(Johnny Shines, Arc Music Corp., BMI)
Recorded October 23, 1950
Johnny Shines (vocal-guitar)
Little Walter (harmonica)
Jimmy Rogers (guitar)
Big Crawford (bass)
Originally Chess single 1443

By the time Delta bluesman Johnny Shines, who recorded for Chess under the name Shoe Shine Johnny, cut the tremendous “Joliet Blues,” he already enjoyed quite a good reputation, having traveled throughout the South first with Robert Johnson and later with Robert Lockwood Jr. He played for some time on the Chicago club scene, and like Muddy he had done an earlier unissued session for Columbia. Shines had a trademark voice, high and quavering, that cut like a knife; although he was often compared with Johnson, Shines in fact had the more powerful pipes. He accompanies himself on guitar, with what was then the Muddy Waters band.

22. Moanin’ At Midnight – Howlin’ Wolf
(Chester Burnett, Arc Music Corp., BMI)
Recorded Memphis, May 14 or August, 1951
Howlin’ Wolf (vocal-harmonica);
Willie Johnson (guitar)
Willie Steele (drums)
Originally Chess single 1479

Chester Arthur Burnett, a/k/a the Howlin’ Wolf, was a giant both physically and musically. He was born in West Point, Mississippi on June 10, 1910; his biography is given in the notes to MCA’s “Howlin’ Wolf: The Chess Box.” From his first recording session, “Moanin’ at Midnight” was recorded by Sam Phillips; it features the first of Wolf’s two brilliant and powerful guitarists, Willie Johnson. Despite Leonard’s usually unerring ear for a good thing, Wolf’s music was so untamed that at first it couldn’t pass what critic Robert Palmer has referred to as “the Leonard Chess litmus test,” but eventually, possibly after Chess saw a typical Wolf live performance, a deal was made, and this first Chess Wolf track made the R&B Top Ten, sealing the pact.

23. All Night Long (Alternate)* - Muddy Waters
(McKinley Morganfield, Watertoons Music, adm. by Bug/Arc Music Corp., BMI) Recorded December 29, 1951
Muddy Waters (vocal-guitar)
Little Walter (harmonica)
Previously unreleased on U.S. album.

This is an alternate take of the song released as Chess 1509. Interesting contrasts were provided by the flashing brilliance of Little Walter’s harmonica against Muddy’s own straight-ahead vocal and guitar.

24. Mr. Commissioner (Alternate)* - Arbee Stidham
(Arbee Stidham, Frederick Music, BMI)
Recorded March 12, 1952
Arbee Stidham (vocal-guitar)
Andrew “Goon” Gardner (alto sax)
Tommy “Mad Man” Jones (tenor sax)
Eddie Ware (piano)
Ransom Knowling (bass)
Judge Riley (drums)
Previously unreleased.

This artist came from a very diverse musical background: his father played jazz with the Jimmie Lunceford band, while an uncle led the Memphis Jug Band. His own recording career prior to Chess had found him cutting sides for Victor and Sittin’ In With; later he’d go on to record for Abco. A pop-style “novelty” beginning with a humorous political message about the city council’s attempted elimination of the enormously popular “numbers game”. Two red-hot sax breaks keep things moving musically, and the issued version was one of the earliest releases on the Chess brothers’ newly-formed subsidiary label, Checker.

25. Getting’ Old And Grey** - Howlin’ Wolf
(Chester Burnett, Arc Music Corp., BMI)
Recorded Memphis, January 23, 1952
Howlin’ Wolf (vocal-harmonica)
Willie Johnson (guitar)
L.C. Hubert (piano)
Unknown (bass)
Willie Steele (drums)
Originally Chess single 1510. Previously unreleased on U.S. album.

Still in Memphis when he recorded this unusual track, Wolf takes one of his rare melodic harp breaks, Willie Johnson adds a truly beautiful guitar solo, and the piano gives fine support; it’s an outstanding example of the “non-howlin’” Wolf.