Become a member and get exclusive access to articles, live sessions and more!
Start Your Free Trial

John Clayton: A Before & After Session with Ken Peplowski

The bassist, composer, arranger, and bandleader takes a listen with his clarinetist/saxophonist pal—who cautions that "a groove is not a metronome"

John Clayton on the Jazz Cruise
John Clayton on the Jazz Cruise (photo: John Abbott/Courtesy of Entertainment Cruise Productions)

For this Before & After listening session, originally done via Zoom and streamed live online, we decided that a multifaceted subject like bassist/composer/arranger/bandleader/educator John Clayton should have another musician act as host. We chose clarinetist and saxophonist Ken Peplowski, not just because he has a long personal and musical relationship with Clayton—with whom he’s played at many a jazz festival, party, and cruise—but also because he’s an amateur musicologist and clever raconteur with a host of anecdotes at his disposal. The result was a conversation not just about the music that was played, but also about the intricacies of intonation, the nuance of the beat, the dangers of the metronome, and why fake books hurt rather than help young musicians. 

Clayton proved to be an astute, respectful listener who, rather than talk about the tracks as they played, preferred to quietly listen to most of them in their entirety before sharing his thoughts. Knowing Clayton’s many accomplishments, Peplowski offered notable examples of both bass playing and arranging, including a few recordings by Clayton’s mentors and protégés.  

The Jazz Cruise served as a co-presenter of this public session. Both Clayton and Peplowski have been regular sailors on that cruise for years, with Clayton leading a big band as well as the Clayton Brothers and Peplowski serving as a host and performing as an All-Star. The complete recording of this session can be heard on the Jazz Cruise Conversations podcast on Apple Music, Spotify, or wherever you get your podcasts. The transcript below was edited for clarity. —Lee Mergner

Listen to a Spotify playlist featuring most of the songs in this Before & After session with John Clayton and Ken Peplowski:

1. Ben Webster and Milt Hinton
“I Can’t Believe That You’re in Love With Me” (from a private tape). Webster, tenor saxophone; Hinton, bass. Recorded in 1964.

BEFORE: [Listens quietly to entire song] Wow. You know, I’ve never heard that. We were talking before about the thought process when listening. First of all, I listen for tone in the bass player. And then I listen to style. And the style can mean whether that player has a tendency to relax the groove or move forward with the groove. It’s sort of a placement of their beat. Some people obsess over that, but if you’re playing with a drummer, it’s more evident what that means, because you’re comparing your bass notes on every beat with the drummer’s ride cymbal on every beat. If there’s a little discrepancy, then as long as they’re moving along together, it feels good although you might notice that the bass player is kind of relaxing or moving it ahead.


I’m also listening for period stuff. Is it a more established bass player—which is my way of saying old, now that I am old—or a younger person who’s doing other things with the music? I was focused on the bass player, but I flipped to the sax player and focused on him. First of all, I thought Ben Webster, because the note choice and tone were from that arena.

KEN PEPLOWSKI: I’ll stop you there to tell you that you are absolutely correct. And there’s a reason that he sounded slightly different, which I’ll explain in a bit.

You’re kidding. That’s interesting because I was going to make the leap from that to Branford [Marsalis], because he’s one of those guys who is so influenced by Ben Webster and a couple other players from that school, that I know he can turn that on. And I thought about you, Ken—is this you playing your own thing? Then I thought even Ken’s ego wouldn’t go there.


Even Ken’s ego? [Laughing]

The bass player I think is “The Judge,” Milt Hinton.

You are right. Milt gave me these recordings close to when I first met him. I worked a lot with him. He used to have Ben come over and they would jam on songs. Milt gave me this tape of four recordings that they did together. I think Webster sounds a little different here because he’s exploring some slightly different things for him.

The way he accompanied Milt was fascinating to me because I never heard him do that on any other record. He had a deep grasp of the chord changes. Which is another reason I thought it may have been Branford, because it sounded like someone who studied theory that way.

The tape I have is with them doing four songs. One is with Ben playing stride piano for Milt, which he liked to do occasionally. We think that all of these guys were formed from rock or from nowhere. They all were practicing. It’s the autumn of 1964 and they’re still getting together to run through songs. Did you know Milt pretty well?


I did. Especially in the later years. He and Mona [Hinton’s wife], we were very close. I always joked with her that because her maiden name was Clayton, we must be related. Before that SuperBass project with Ray Brown, Christian McBride, and myself, we had a trio with Milt, Ray, and myself, and we played a gig at Scullers. It was an unforgettable concert. Afterward, until the day he died, Ray would occasionally say to me, “I’m so mad that I didn’t record that concert.”

Milt was one of those guys who had such a strong sense of time that, like Ray Brown, if you called a tempo he could slightly alter it to where he wanted it, but it was always right and you would go with him.

That’s the role of the rhythm section and the bass player. You find out what you can do to spark the music. You don’t do it consciously. Okay, this song or this style feels best if I [do this or that]. It doesn’t mean that you can’t control it. I remember doing a recording session with Ray Brown and the WDR Big Band. I’d written this arrangement. I played it through and Ray did his natural thing of moving it along, but it wasn’t that kind of song. So I said to him, “Ray, can you relax on this one and just lay back a little bit?” He said, “Okay.” And boom, immediately it was fixed. That whole idea that that’s the only way these people know how to play, it’s not true. If they need to make an adjustment per request to take the music in a different direction, no problem.


Milt was one of the nicest guys in the music business, and one of the most helpful. He recommended everybody he liked. He helped me out a lot. When I first moved to New York, I got a phone call from him. He said, “Is this Ken Peplowski?” I think he mispronounced my last name, like everybody does. He said, “This is the Judge. I’ve been hearing about you and we need to meet.” At that time there was so much studio work in New York that he kept a small apartment in Manhattan where he kept a bass and amp. He invited me to his apartment and we played together for two or three hours. That was his way of welcoming me into the fold. When both of my children were born, he gave me starter coin collections for each of them. But he did that with everybody. He was kind to everyone. And you are too. You have a reputation for giving a giant helping hand to younger musicians.

We do what we can. Somebody helped us, so we keep it going.

2. Bill Potts Big Band
“I Loves You, Porgy” (The Jazz Soul of Porgy and Bess, Capitol). Potts, arranger; Bill Evans, piano; Phil Woods, alto saxophone; Gene Quill, alto saxophone; Al Cohn, tenor saxophone; Zoot Sims, tenor saxophone; Harry Edison, trumpet; Art Farmer, trumpet; George Duvivier, bass; Charli Persip, drums; others. Recorded in 1959.


BEFORE: [Again, listens quietly to entire track] It sounds like an early-’50s or late-’40s kind of recording.

It was the late ’50s, when many people were exploring Porgy and Bess.

I know that Bill Potts did an album of this material.

You are correct.

He was a Maryland arranger. I was on the verge of saying Stan Kenton, but I didn’t because it didn’t sound large enough, if you know what I mean.


I’ll say it if you didn’t. Grandiose enough.

There you go. There’s an album where we did a version of those arrangements in the ’90s and the band was Jon Faddis, J.J. Johnson, Conte Candoli, Bud Shank, Plas Johnson or Pete Christlieb, Mel Lewis, Herb Ellis, Carl Fontana, and conducted by Johnny Mandel. We did two concerts that were recorded live and they were going to release it, but the Gershwin family put the kibosh on it. They didn’t want a jazz version of this, even though it had already been done. So it wasn’t released, though there was a release in Japan. I have never been able to find a copy.

Those are interesting and slightly different arrangements.

They are. To me, now, it’s an example of textbook arranging techniques, almost to the point that it invites exploring more. I got to study for a while with [composer/arranger] Robert Farnon. One of the things he criticized me for, constructively, was that whatever it was he was listening to of mine was jerking the ear around. Four bars of saxophones and now we move to the trombones and now we go to the trumpets. He’s the one who introduced me to dovetailing. That way, you always bring the ear to these different areas without suddenly starting on bar one of a section.


Did you study with him for long?

When I lived in Holland, he conducted the Metropole Orchestra. I’d finish my orchestra and then I’d rush over to catch that last part of his orchestra rehearsals or recordings. We became friends. He let me send him things after I moved to the States. He’d write me back. I still have his letters. At some point, he said, “I believe we’ve reached the point where the student has surpassed the teacher.” The highest compliment, but a load of crap because he was so amazing. I still learn from his music.

As a note of trivia, that was one of Bill Evans’ earliest appearances on record.

That was Bill Evans? How subdued he was. He just played the melody. No embellishments.


3. Phineas Newborn, Jr.
“Little Girl Blue” (Harlem Blues, Contemporary). Newborn, piano; Ray Brown, bass; Elvin Jones, drums.  Recorded in 1969.

BEFORE: My first guess was Phineas Newborn. But then as I listened further, I thought it could be Ahmad Jamal. But I came back to hearing Phineas. I thought it might be his comeback record that Ray Brown produced for Pablo. I was at that session. Phineas had some mental issues. When he was not playing for a long time, Ray Brown was the one who basically brought him out of that period and convinced him to play again. They had this recording session with Jimmy Smith on drums. I remember watching the relationship between Phineas, who clearly wasn’t well enough to be there, [and Ray]. Because they’d play a song and during the song he’d look at Ray with a childish insecure look and say, “Is that okay?  Am I doing okay?” It was heartbreaking, but of course he played the bejesus out of the piano.

He sure did. I saw him two nights in one week at the old Sweet Basil’s and unfortunately witnessed both sides. The first set, he was absolutely brilliant. Then two nights later, he wouldn’t leave the stage. He literally sat at the piano for the entire four hours. And he messed with the bass player so much that he was in tears afterward, because every single time they’d lock in the tempo, Phineas would alter it in a drastic way and would be glaring at him. There was something wrong there. It was pretty sad. They did two or three records together with this trio. Here’s an example of three guys with a slightly different beat, but the groove is unstoppable. There’s this looseness, which is absolutely fantastic.

I’m with you on that. And there are other examples of it, like Richard Davis with Mel Lewis. If I’m doing a workshop, and people are taking about the importance of playing the groove together, I’ll say, “Okay, I’m going to count off two bars and I want everyone to clap on the down beat of the third bar.” And you’d hear a bwolop sound. There was a millisecond difference in that beat. Does that mean we can’t play together?


A groove is not a metronome.

That’s right. I believe that with metronomes or click tracks, musicians create music to have a psychological effect on the listener, because it’s perfect. But music is not perfect. It breathes. It’s flexible. Even when keeping in the same groove, there’s a flexibility there and when you take that away, it becomes so robotic, even though it can still sound great. In the early days of overdubbing all the instruments, you didn’t have to do it with a metronome. In fact, most people did it without a metronome. You laid down a track that felt really good. It could have been the drum track, it could have been the piano track, it could have been the bass track. Then you pile stuff on top of that. You still have that looseness, but you’re overdubbing. Now it’s easier to do the overdubbing to the click track.

“You don’t slide [into a note], you bend. You can’t slide a nail that’s in a piece of wood, but you can bend the nail.”

4. Jimmy Giuffre/Steve Swallow/Paul Bley
“Fits” (Fly Away Little Bird, Owl). Steve Swallow, electric bass. Recorded in 1992.

BEFORE: [Again, listens quietly to entire track] I think I know who it is. John Patitucci? You got me. I really don’t know who that is.


That is Steve Swallow.

AFTER: Whoa. At first I thought about him, but the sound … I also don’t recognize his vocabulary. I love that.

It’s an interesting band, because it’s kind of in and out, for lack of a better word. They did sort of avant-garde things and some real straight-ahead things. Could you explain what that bass is?

I think it’s just a five-string bass. A lot of times guys will add a string on top. Instead of the G being the top string, they’ll add a C above that, so you don’t have to move as far up the neck in order to play really high.

You have great intonation. Did you study classically?


Yes, but that isn’t especially why I’m more comfortable with intonation in certain registers of the bass than other people. It really is what you hear. Then it’s figuring out the physics part of the bass. It’s easier than one might imagine once you figure out those little stepping stones that everybody uses. The classical stuff that I learned really did help, but the jazz stuff that I was also involved with helped the classical. When I was playing in the orchestra, we’d be playing a Beethoven symphony or whatever and I’d see that we were arpeggiating the C, D, B-flat, and E and in my mind I think, “A C9 chord, and it’ll probably resolve to an F.” My colleagues are just playing the notes. Now if I’ve got to play a bebop head that is tricky and eighth-notey, then thanks to the classical études and that stuff, I’ve got some fingering ideas. It always ended up going together.

I tell my students that intonation is a road that’s this wide [spreads his hands far apart] and your note is this big [moves them much closer together]. It’s okay to go here [slightly left of center] or there [slightly right], but you don’t want to go here [far right]. Once you understand those parameters, you can do things with your intonation to make it sound more pleasing. When I put my finger on a note and it doesn’t sound good, the instinct is to adjust the fingers so you fix the intonation. That ends up being something that everybody hears. It sounds really wonky because you’re sliding around trying to find the note. You don’t slide, you bend. You can’t slide a nail that’s in a piece of wood, but you can bend the nail. That ends up adjusting the intonation without sliding around. It doesn’t matter if it’s Yo-Yo Ma or a violin player. They all do that.

Years ago I worked with that trombone player Buddy Morrow. It was the ghost band of Tommy Dorsey. He was a member of the NBC Studio Orchestra and did a lot of studio work. He gave me some advice that I thought had to be wrong. He said, “Every great lead player in every section plays … not sharp, but they have an edge to the intonation.” And he was right. Everybody did. There’s a difference between being sharp and putting a little lift to make you stand out.


Bass players in a classical setting, playing with a bow, understanding that, we end up doing the opposite. If you want that interval to be really full and wholesome, you’ll take that note and slightly bring it down. That will then give even more depth to that interval. If I’m playing the melody note as the bass player, I’ll do what you just said: take that intonation and slightly bring it up.

5. Jimmy Rushing
“Heartaches” (Five Feet of Soul, Colpix). Rushing, vocals; Milt Hinton, bass; Gus Johnson, drums; Freddie Green, guitar; Patti Bown, piano; Zoot Sims, tenor saxophone; Budd Johnson, tenor saxophone; Phil Woods, alto saxophone; Gene Quill, alto saxophone; Al Cohn, conductor, arranger. Recorded in 1963.

BEFORE: I know the singer. Jimmy Rushing. I think I have this album. Sounds like a studio band. That arrangement there sounded like Bill Holman. Oh, is that Oliver Nelson?


No. Interesting guess, because he could write like that. It’s New York players and the arranger was a guy who was more known as an improviser, but did arrangements in New York.

Al Cohn?

Yes. It’s a fantastic record that everyone should own. One of my absolute favorite records. Simple arrangements, swinging with a great band, and he sings great. There are not a lot of recordings where he’s not singing the blues. Producers always thought this guy’s a blues singer.

No, he wanted to be a big-band singer, doing standards and not just blues.

6. Jimmy Rowles
“Miyako” (Music’s the Only Thing on My Mind, Progressive). Rowles, piano; George Mraz, bass. Recorded in 1976.


BEFORE: Yes, that’s Jimmy Rowles. And George Mraz on bass. Jimmy had nicknames for everybody. He used to call me “Blood,” for “Youngblood.” We had a duo gig in L.A. [In a gravelly voice] “Hey, Blood, here’s one you oughta know.” He’d teach me a lot of songs.

I’m old-fashioned about certain things, but I’m listening to George play these lines. If you ever have the chance to hear bass players in a room, with just you and them, you’ll still get their beautiful ideas and the touch and everything, but the sound would be so organic, so acoustic. That’s what I miss here. Too bad the audience can’t hear the real sound. It’s everybody’s choice, whether you want to plug into the amplifier or plug in direct to the soundboard, so people hear a more electric-ish sound when you play. But I’ve been with Ron Carter when we’re both standing backstage and he’ll play his beautiful bass with no amplifier and the sound will make you pee in your pants, it’s so good. People don’t get to hear that. Whenever you plug into an amplifier as a bass player, you amplify everything—the good qualities and the qualities you’re not so interested in. I don’t want anyone to change my sound. Make me louder, that’s okay, but don’t change the quality of my sound. That’s where I’m old-fashioned. I just want people to hear the sound that the musician works on in his or her practice room to bring to the band. They start plugging in and they accept that different sound. I’m like, “No, it’s not what you worked on.”

I feel the same way about jazz records sometimes—small-group and big-band records. For example, Milt Hinton used a pickup, but you heard him out front because he had a beautiful sound. A lot of contemporary recordings, when they mic every single instrument, you’re at the mercy of the engineer. Now you may get lucky and get a good one, but a lot of records sound sterile because you’re not hearing the big picture. You’re hearing each individual instrument. You’re hearing the trees, not the forest.


Then it becomes the job of the engineer to piece together this replication of what was happening. When you go to a concert, you hear the collective sound. But when it’s recorded, they record those individual trees. Then they have to piece together this thing that then resembles the forest.