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Brian Ray: 10 Years (And Counting) On a Magical Mystery Tour

Paul McCartney sideman Brian Ray talks about the decade he’s spent backing a Beatle—including his one-song audition in front of 80,000 football fans—as well as the smorgasbord of vintage gear he used to track his latest solo album, This Way Up.

Brian Ray having a blast onstage with Paul McCartney (second from right), guitarist Rusty Anderson (left), and keyboardist Paul “Wix” Wickens (far right) August 18, 2010, at the Consol Energy Center in Pittsburgh. Photo by MJ Kim
Duke Ellington once said that his idea of good luck was “Being at the right place, at the right time, doing the right things, in front of the right people.” Luck is also about preparation and opportunity, and Brian Ray’s entire life has been an amazing preparation leading him to the enviable position of being both guitarist and bassist for Paul McCartney.

During his long and illustrious career, which has included a 14-year stint as Etta James’ musical director, Ray has worked with some of the biggest names in the music industry. Joe Cocker, Peter Frampton, Carlos Santana, Keith Richards, and Smokey Robinson have all benefited from their relationship with Ray, but he’s also a fine songwriter and solo artist in his own right. His latest solo album, This Way Up, is a rockin’ power-pop opus that weaves a variety of great guitar tones, old-school textures, evocative lyrics, and tinges of Beatles-esque psychedelia. PG caught up with Ray in London, where he was in rehearsal working up new material for the next Paul McCartney tour. During a break, he talked about recording This Way Up and what it’s like to back a Beatle.

You’ve played with a lot of people—Carlos Santana, Peter Frampton, Van Morrison, Dr. John, Keith Richards, and Etta James, to name a few. How did you get the gig with McCartney?

I was having a birthday party and my good buddy, drummer Abe Laboriel Jr., had just recorded with Paul. They were getting ready to do a tour. At some point I asked, “Who’s playing bass when Paul’s playing guitar and piano?” He said, “Actually, we’re looking for a guitar player who plays a little bass.” I put my right hand in the air and said, “I’d love a shot at that.” I got a phone call a couple of weeks later from Paul’s producer. He said, “Can you get down to my office in a half hour? We’re doing one song at the Super Bowl with Paul McCartney. I’d like to know if you’d like to come and play?” I flipped inside but tried to act cool and said, “No, I can’t get there in half an hour, but I can get there in an hour.” [Laughs.] He said, “Okay, fine.”

I took that extra half hour to change my pants—because I’d just pissed myself. I went down to his office at A&M Records, and we just hung out and talked. It was very low key. He handed me a Telecaster to play, then he handed me a Höfner violin bass to play. He was just talking to me, looking at my hands. Then he said, “I have a good feeling about this. I’m going to put your name forward, along with some other names, and we’ll see what happens. Good luck.”

I left and thought, at least I have a shot. I got a call the next day from Paul’s office, saying, “Can you be on a plane tomorrow to come play with Paul McCartney at the Super Bowl opening ceremony in New Orleans?” I said, “Yes!” I learned the song “Freedom,” they rented me a P bass, and I performed it with him at the 2002 Super Bowl.

Were you in the band at that point, or was it just for that one show?

It was just for one gig. It went great. I was nervous, but it all went fine. We went up to the skybox to watch the rest of the game together. All these superstars were popping by to meet Paul and say hello, and Paul would introduce me to this and that person and chuckle about my intimate little audition in front of 80,000 football fans and a billion people watching at home. It was getting near the end of the game, and I thought, “I’ll probably never see him again— this could be it.” I decided to get up and go over to him. He was sitting with his [then] wife, Heather, and I said, “I just want to thank you for this amazing privilege. This was really fun. If I don’t get to see you again, thank you very much for having me.”

McCartney and Ray engage in a Les Paul duel at their June 20, 2010, gig at Hampden Park in Glasgow, Scotland. Photo by Lorna Cumming 
We were whisked out of there at the end of the game, and he asked me to go back to the hotel. We all went back there for drinks. At the end of a bunch of stories and a couple of drinks, he stood up and was about to go off to bed. He gave us all a hug and came up to me and said, “Brian, welcome aboard. Stick with Abe and Rusty, and they’ll show you the ropes.” Then he walked away and that was it. I thought, “Oh, my God!” I said to Abe, “Did he just say what I think he said?” I ran home to woodshed every day for five weeks to learn every Beatles, Wings, and Paul song I could get my hands on.

Did they give you a set list or did you just start learning popular McCartney songs?

I just grabbed everything I knew. There wasn’t a set list until the week before the rehearsal. Then I just homed in when I got it. There was just me, a stack of CDs, an acoustic, an electric, a bass, and a mic stand. I just sat there, Unabomber style—shut in and learning how to play Paul’s music.

I can’t think of anything more enjoyable than getting paid to learn Beatles songs.

Exactly. It was a really fun time. I’d only come out for a quick lunch, go back and rehearse, grab a little dinner, come back and rehearse, and then fall asleep thinking about Paul McCartney songs. [Laughs.] We had five days together as a band before Paul got there, and that really helped us. We got a good vibe—we bonded. And we worked on vocals. By the time Paul came in, we were ready to go. I still hadn’t announced to anyone that I was going on tour with Paul McCartney. I didn’t really believe it, yet. So, after the first day of rehearsal, Paul said, “Okay guys, sounds good. I’ll see you tomorrow.” That’s when I said, “Oh, my god! I think I’m going on tour with Paul McCartney!”

The biggest joy has been playing bass on Paul’s songs alongside him, standing in for him because he’s on guitar or piano. That apprenticeship is something I’m super grateful for. Also, his patience with me to improve as a bass player as we went on, and the trust he’s given me to play these bass parts. Honestly, these are the coolest bass parts ever written. He’s probably the best and most important bass player in rock music, period. So it’s a real pleasure to have that apprenticeship.

Did you go on a shopping spree after you got the gig?

Oh, yeah! [Laughs.] I opened up my computer and found a ’59 Gretsch Double Anniversary—it’s the two-tone-green guitar I play. And I found what I thought was a great bass for Paul, which was a Guild M85 from the early ’80s. I ordered both of those guitars, and they arrived a couple of days later. I stood up at a mic stand and sang and played. I blew my voice out the first day, because I was so excited. I sang for six hours, woke up the next day, and couldn’t talk. So that was a lesson. [Laughs.]

How about amps?

I’m using a reissue Marshall JTM 45 head on top of a pair of 2x12 closed-back Marshall cabs. That, with the goldtop Les Paul, is a pretty great sound.

How about effects?

Ray grabs his Gibson—and some sweet air—at the Consol Energy Center in Pittsburgh on August 18, 2010. Photo by MJ Kim
I’m pretty stripped down on my side of the stage. I have some Guitarsystems stuff that’s great. Also, I’ve got some Divided By 13 pedals, a Demeter Compulator, a Boss VB-2 Vibrato, Line 6 DL4 Delay and MM4 Modulation pedals, and an MXR Micro Amp. I also have a couple of random fuzzes that I’ll change out here and there, depending on my mood. It’s a very straight-ahead scene.

Tell us something about Paul McCartney we’d be surprised to know.

He’s a really sweet, regular guy that’s not too far from the Beatle we’ve all come to know since we were kids. He really lives and breathes music. He is music. He walks around whistling a song. He’s always being creative, and he’s always being productive.

Okay, let’s move on to your own solo material. What was the inspiration for your latest album, This Way Up?

My first record, Mondo Magneto, came out in 2006. It was a combination of four or five newer songs and five or six older songs that had been reworked. They had new lyrics or a new bridge, and sometimes a new title. The other ones were brand new, just written in that moment. The newer songs were somewhat cathartic for me. I was writing about some of the things that I was going through, which were sort of internal personal things, even though they didn’t come out like confessionals or like reality-series lyrics. [Laughs.] They weren’t soap opera, but they were a little bit personal. With This Way Up, I’d decided we’ve all had a tough time of it in this world lately. The economy is down and the war has taken a toll. What we really need right now is an escape vehicle and something fun to take us out of all of this. So that’s the inspiration behind This Way Up—I wanted to do something more fun.

Something to take us up and away from all the depressing aspects of the recession.

Yeah. All the negativism about a downturn. A lot of it is just stuff the media seems to feed on that doesn’t help a thing. It just continues to sell newspapers and magazines and attract people to websites. So they write about the problem and they make the problem bigger. So I thought, “Hey everybody, let’s lift up our chins, quit looking down at our laptops and our cell phones. Look up to the sky and get out of that.”

The record has a sunny, power-pop feel. Is this style of music closest to your heart, or is this part of a larger palette of influences?

When I write music these days, it’s very much what you hear on This Way Up. It’s more on the rock and power-pop/modern rock side, through a classic-rock window that’s somewhat rooted in American blues and R&B. Deep in there, there’s swing and soul that I was raised on as a little kid, but it all comes through a guitar-attack approach with modern-rock lyrics. That’s what I feel when I write and play guitar.

What guitars did you use on the record?

My main guitar when I’m playing my solo stuff has turned out to be my favorite. It’s a 1958 Gibson Les Paul TV Model. I also use a host of vintage Les Pauls. I have a ’57 Gibson goldtop that’s sort of my baby. That was my one guitar when I only had one guitar, which I got when I was 18 years old for $850—and we all know what those are worth now. It’s a great guitar, and it’s my main guitar with Paul McCartney right now, too. As for the album, a Duesenberg is on there, a Gibson ’63 Dove acoustic, an old ’57 Danelectro for all the small bits, a ’61 SG, and a lot of a ’65 Epiphone Casino that I bought last year. The whole thing with recording guitars is to try not to be lazy: When you’re going for a second guitar part, my philosophy is always choose a different guitar and a different amp—unless you’re going for that doubled guitar sound. I wanted to make a guitar-driven record that has a lot of color on it.

How much has Paul McCartney rubbed off on your songwriting?

It’s the kind of thing that sneaks up on you. Paul’s influence is deep and great. I’m old enough to have witnessed the Beatles as a kid. For me, it goes back a long way, but it hasn’t necessarily been a huge influence on my songwriting in the past. It has been greatly accentuated by being with him personally for almost nine years. It’s been such a joy and such a great apprenticeship for me and all the guys. Through osmosis—just through being around him—you sort of start thinking and dreaming in a more melodic fashion. He’s so free melodically, so developed, and such a natural. He wrote “Yesterday” when he didn’t even have a yesterday! [Laughs.] He’s just a remarkable, genius savant, and it’s bound to rub off on you when you’re around him as much as I am.

It sounds like you’re drawing more from his creative energy than theoretical songwriting techniques.

Oh yeah. His influence on me is more on the magic end. I’m very flattered that you would recognize any sort of influence, but it’s not something I try to do. I don’t go, “Now, what would Paul do with these chords?” [Laughs.] I would never do that. It’s just happenstance if it ends up sounding anywhere near Wings, Paul, or the Beatles.

Ray assumes the power stance onstage during McCartney’s Up and Coming tour stop at the
Time Warner Cable Arena on July 28, 2010. Photo by MJ Kim

Who are some of your other songwriting influences?

Ray Davies, Randy Newman, Tom Petty, and Bob Dylan. Those, to me, are the greats. People who effortlessly write point-of-view lyrics or personal lyrics. All of those guys have a knack for putting themselves in an imaginary person’s shoes and writing from their point of view. Studies in character like “Sunny Afternoon” or “Waterloo Sunset” by Ray Davies. Songs like “Nowhere Man” or “Penny Lane” are great imaginary songs where you think to yourself, “Is this a real person?” I love that. That’s my favorite stuff right there.

Did you grow up with any guitar heroes?

I was really lucky to be around some incredible mentors who were very generous, the first being my sister Jean, who turned me on to rock ’n’ roll when I was 3 years old. She was 15 years older than me. When she was babysitting me, she would play records by Elvis, Little Richard, the Everly Brothers, Chuck Berry, and Ricky Nelson. I flipped out over their style and their sound. I recognized the volatility and danger in the music—which, as a footnote, is sorely missing from anything that could be called rock ’n’ roll now. The sense of danger that anything’s about to happen—“Oh, my god! Is Little Richard going to blow up this piano?” [Laughs.]

So those were my earliest influences as a 4 year old. It was then that I knew what I wanted to do when I grew up. Then, of course, Brian Wilson with the early surf stuff, some of the R&B coming over pirate radio. But my earliest guitar influences after hearing the Beatles were the British Invasion guys. Jeff Beck was my first real guitar hero—his first record, Truth, with Rod Stewart singing. Also Clapton and Mick Taylor. Peter Green was a huge one for me. When I was 11 or 12, I listened to Peter Green’s Fleetwood Mac when they were a blues band.

I had another mentor who sold me my goldtop Les Paul who was a giant blues fan. He showed me the guys who informed all the British guitar players. He turned me on to B.B. King’s Live at the Regal and Otis Spann, Buddy Guy, T-Bone Walker, Muddy Waters, Howlin’ Wolf, and Junior Wells. That cemented my early love for R&B and blues, but I’ve got to be honest with you—I’m a sucker for a pop song. [Laughs.] I love a pop hook, but if it doesn’t have that swing, and if it doesn’t come from some place deeply rooted in black music, I don’t care about it. I could hear a guitar player who has great tone and great facility, but if he’s not rooted in similar music, then it doesn’t resonate with me. That’s not to say it’s not good. It just doesn’t move me.

I was hanging out with Henry “The Sunflower” Vestine from the group Canned Heat. He not only taught me to drink Jack Daniels as a 19-year-old kid, he also turned me on to old country and western records— Hank Williams, Tammy Wynette, George Jones, and all of the early guys. Put those things together, and you’ve got the same elements that influenced all of the greats. Old country, old blues, coming together to form this thing called rock ’n’ roll. So I guess I’m just a rock ’n’ roller.

Ray with his 1958 Gibson Les Paul TV—his favorite guitar for his
solo-artist work. Photo by Florenze Horstman

Brian Ray’s Gearbox
1957 goldtop Gibson Les Paul, 1958 Gibson Les Paul TV Model

Reissue Marshall JTM 45 head, two Marshall closed-back 2x12 cabinets

Demeter Compulator, MXR Micro Amp, Boss VB-2 Vibrato, Line 6 DL4 Delay and MM4 Modulation