
Whether Barney Kessel intervened to get his guitar into Bruce Forman’s hands is a matter of one’s belief in the supernatural, but it certainly seems as if it was meant to be.
As a protégé of the jazz legend, Forman spent a lot of time with his mentor’s Gibson ES-350. He’s now the owner of that instrument and is paying tribute on a fun and fantastically swinging album.
“Does an instrument really contain or possess a part of the person’s soul who plays it?” ponders guitarist Bruce Forman. “Probably not … I don’t believe in that shit.”
With his ever-present cowboy hat, and radiating a mustachioed grin, it’s hard not to get swept up in Forman’s skepticism-laced enthusiasm for the question. He’s been meditating on the idea since May 2020, when he purchased the Gibson ES-350 that belonged to his mentor, the one and only Barney Kessel. “The instruments can tell stories,” Forman preaches. “The instruments can tie generations together and they can bring people together. That’s basically what our soul is.”
If any guitar has a soul, Kessel’s guitar is it. Despite popular—and snazzily outfitted—signature models that were once offered by Gibson, Kay, and Airline, he stuck by his beloved ES-350, playing it almost exclusively on stage and in the studio. In one short YouTube video, “Barney Kessel talks about his guitar” (an excerpt from the DVD Barney Kessel: Rare Performances 1962-1991), he speaks briefly about what makes his ES-350 so special, pointing out the “high-quality” cobalt and copper in its 1939 Charlie Christian pickup, highlighting its bridge, which he says was made custom “along the principles of a fine violin bridge,” and praising the exceptionalism of the replacement knobs he took off a record player. Off camera, an interviewer asks Kessel how he feels when he plays this guitar, and he responds, “Pretty close to being in heaven.”
Kessel’s career was nothing short of legendary. In addition to his extensive and exemplary work at the forefront of the jazz world, where he advanced technical expectations and the vocabulary of the instrument, his membership in the Wrecking Crew found him recording countless pop hits and film soundtracks, making him one of the most recorded guitarists of all time. Given his close affection for his ES-350, it’s probably not overstated to say that the sound of this very guitar is embedded into our collective consciousness, which makes it a treasure.
But for Forman, the ES-350 is so much more than that. It’s a living artifact of his mentor.
“Barney was really funny. He had a great sense of humor, and so did Ray and Shelley. They could have been standup comedians.
Putting On the Gloves
Forman’s relationship with Kessel goes back to the mid-1970s. The Texas-born guitarist was a jazz-obsessed teen, which he says made him a bit of a “Mr. Magoo” once his family moved to San Francisco, where he was disinterested by the city’s thriving rock ’n’ roll culture. Rather, he attended jazz concerts and workshops frequently enough that Kessel began to take notice. Forman was eventually able to impress the older guitarist with his playing, and by 1978, Kessel hired the young devotee, who was just 21 or 22 years old.
“The first official gig where I was hired to play with him was in San Francisco,” he explains. “We played duo, then we both played solo, then there was a rhythm section, so we’d each play a trio tune. Then, he chose me to go on the road with him for a European tour of established master and upstart young guy—that was a big thing in the ’70s and ’80s.”
Kessel didn’t just choose Forman because he was a young talent that he wanted to support. He was looking for a sparring partner, and Forman had proven himself a worthy adversary. “When you play with him, it’s like a knife fight. He’s there to compete in a very cutthroat manner,” says Forman. “He wants to win, even though he appreciates you when you play great. He doesn’t want to make you play bad, but he wants to push it to the edge of his ability.” Forman insists he rose to the occasion and says, “It wasn’t easy for him, and I got him a couple of times. I knew what we were doing, and I was there for it. I think he liked that about me, as much as he might have hated me a couple of moments in the middle of it.”
TIDBIT: While Forman and company would have loved to work in the studio where the Poll Winners recorded their albums, the Contemporary Records building in Los Angeles no longer exists. Instead, they chose guitarist/producer Josh Smith’s Flat V Studio, in San Fernando Valley, and found photos of the original sessions in order to approximate miking techniques.
The two remained close as Forman’s career blossomed. Soon, he was playing alongside other jazz legends such as Dizzy Gillespie, Ray Brown, Oscar Peterson, Freddie Hubbard, Bobby Hutcherson, and Shelly Manne, simultaneously building an extensive discography, which includes releases on the Muse and Concord labels. He also became a committed educator through his work as a professor at University of Southern California’s Thornton School of Music, where he’s become a mentor to countless students—most notably guitarist Molly Miller.
In 1992, Kessel—who was born in 1923—suffered a stroke that left him unable to play. Forman says that he would visit him and his wife, Phyllis, at their San Diego home and he would play the ES-350 for them. “Phyllis would bring it out. I don’t know if Barney really wanted me to play it for him,” he remembers. “He had a stroke and it was hard to read his emotions. She really wanted to hear it, and she wanted me to make sure it wasn’t falling apart sitting in the case.”
After Kessel passed in 2004, Forman continued to visit Phyllis and the ES-350. It was on one of these occasions that he had the notion to pay tribute to his mentor. “I had this idea that we should re-visit the Poll Winners with this guitar,” he explains.
“When you play with him, it’s like a knife fight. He’s there to compete in a very cutthroat manner.”
Then, There Were Three
In 1957, Kessel, bassist Ray Brown, and drummer Shelley Manne were at the top of their game and topping the jazz polls that appeared in the magazines DownBeat, Playboy, and Metronome. Confidently assuming the band name the Poll Winners, the trio recorded a series of five albums for Contemporary Records, the first four of which—The Poll Winners, Ride Again!, Poll Winners Three, and The Poll Winners Exploring the Scene—appeared between 1957 and ’60 and helped to usher in the popularization of guitar/bass/drums jazz-trio instrumentation.
“We have to realize those records were Earth shattering,” Forman enthuses. “Before that, there may have been some guitar/bass/drums bands, but not that I know of in the history of jazz. The guitar was in a band with multiple guitars, like Django or George Barnes, or it was in a vibes and bass kind of trio, like Red Norvo and Benny Goodman, or they were in with a piano, like Oscar Peterson or Nat Cole or Ahmad Jamal. The guitar/bass/drums … our instrument had not really grown to that level of responsibility and maturity in jazz.”
The heart of Forman’s concept for a tribute record was that the three Poll Winners’ instruments would be played by their protégés, all of whom were friends and collaborators. “John Clayton, who’s a Ray Brown protégé, has Ray’s bass. I knew that Monterey Jazz Festival had a set of Shelley’s drums, and I knew a guy in Portland who had a set of Shelley’s drums, and Jeff Hamilton, the reason he’s in L.A. is because Shelley brought him to take over [for him] in the L.A. Four. And I played in the trio with Ray and Jeff.”
Bruce Forman’s Gear
The trio that recorded Reunion!, from left to right: Bruce Forman and Kessel’s ES-350, drummer Jeff Hamilton, and bassist John Clayton.
Guitars
- 1946 Gibson ES-350 formerly belonging to and modified by Barney Kessel
Strings and Picks
- D’Addario Chromes flatwounds (.014–.018–.026w–.035–.045–.056)
- Dunlop Primetone 1.0 mm picks
Amps
- Gibson BR-3
- Henriksen Bud TEN
- Morgan JS12 Josh Smith Signature
But this tribute project would require a big favor from Phyllis Kessel, since Forman didn’t actually own his mentor’s guitar. “She said, ‘Boy, that’s great,’ but when she realized I had to take the guitar and play on it for a while, and probably get it set up, that was not cool. She wanted it totally in her possession.”
Eventually, Phyllis decided to sell the ES-350, and Forman suggested the auction house that handled the sale. “We both believed that it was extremely valuable. I didn’t want anything to do with it because I didn’t trust myself. Who knows how that could cloud my judgement in terms of getting the best thing for her,” he explains. But in 2018, the guitar sold for just a fraction of what either of them expected, purchased by “a guy from Oklahoma who loved Charlie Christian,” just like Kessel.
Forman and the buyer soon became email pals, sharing their affection for Kessel’s music. But between maintaining a regular gigging schedule and his teaching job at USC, Forman has a full plate, so he put the idea of the Poll Winners tribute to rest.
“We have to realize those records were Earth shattering.”
A Visit From a Ghost
Everything about this project changed in April 2021, when Forman swears he had a visitation from beyond:“I was playing at the Kuumbwa Jazz Center in Santa Cruz, and I’m driving up there and, I swear to God I’m not bullshitting, there was a moment when he [Kessel] was sitting there next to me. I couldn’t see him—this wasn’t a hallucination. I could just feel his presence. I could even smell his after-shave. He wore this kind of weird cologne shit. The whole drive up there, I’m thinking about Barney. I can’t shake it—didn’t even want to listen to music because I was too deep in all these memories. I get to the club, and I realize I played here with Barney about 35 years ago, but meanwhile I’ve played that club dozens and dozens of times, and I’d never once thought of Barney.
“I get inside of the club, and I still can’t shake Barney. He’s just there. So, I email the guy who had the guitar and said, ‘I’m having this heavy Barney Kessel flashback. I’m in this club we played years ago. Hope you’re getting along with the guitar. If you ever want to let it go, please let me get first crack.’ That’s all I said.
While Kessel’s ES-350 and Gibson BR-3 amplifier show plenty of signs of wear, they sound alive as ever on Reunion!
Photo by Patrick Tregenza
“Went up and played my set, came back, looked at my emails and I had gotten an email from him, and he said, ‘Bruce, it’s amazing you contacted me now. I just decided it’s probably best for me to sell the guitar. I don’t want to leave it for my wife or my kids. It’s too weird a thing to leave it to somebody else to have to deal with. The reason I bought it in the first place was to keep it from going into the hands of a collector who would take it out of circulation. So, I’d really love for someone like you who had a connection to Barney to have it. If you just give me what I paid for it, if you come and get it, and if you give me a guitar lesson, you could have it.’”
Two weeks later, Forman was headed to Colorado to pick up the guitar. When he returned home, Forman shot his own video with Barney’s guitar (which can be found in the Kickstarter page for the Reunion! project). As he goes over the details of the guitar, we get an up-close look at the finer details and see how it has changed over time. Kessel made extensive alterations to the instrument through the years, from replacing the fretboard and tuners, to painting the headstock black when he “went to war with Gibson.” The trapeze piece is rusty, as is the over-sized replacement jack plate that may be supporting the guitar’s significantly cracked sides. Hearing Forman play it, the ES-350 is alive as ever. It’s a bright and responsive instrument, and the always-smiling guitarist seems to approach every note and chord with pure joy. (There’s plenty of evidence on Forman’s Instagram, too, where he documents his “first chorus of the day.”)
“There was a moment when he [Kessel] was sitting there next to me. I couldn’t see him—this wasn’t a hallucination. I could just feel his presence.”]
The Reunion! Sessions
By the summer, Forman, John Clayton, and Jeff Hamilton headed into guitarist Josh Smith’s Flat V Studio with their respective mentor’s instruments. Forman even brought Kessel’s Gibson BR-3 amp, which a friend gave him as a gift (though he also used a Henriksen Bud TENand a Morgan JS12). They wanted to pay tribute to, but not re-hash, the Poll Winners albums. “It’s a tribute but it’s not a tribute in the way most people do tributes. It’s really more like kids getting together playing their parents’ instruments,” says Forman.
Rather than taking the most obvious route and covering tunes on the original albums, the trio looked for a more personal way to evoke their mentors. Throughout his arrangement of Kurt Weill’s “This Is New,” Forman uses the intro figure that Kessel played on “Cry Me a River,” which he recorded with vocalist Julie London, as a recurring motif. Forman says that’s “probably the most famous thing he did.” His “Barney’s Tune” is an original based upon the jazz standard “Bernie’s Tune,” where he uses sliding harmonized thirds to recall Kessel’s style. The sole entry on Reunion! that also appeared on The Poll Winners is the jazz standard “On Green Dolphin Street.” But even on that track, Forman takes a different approach, injecting it with the feel of the once-omnipresent guitar showpiece “Malagueña.”
Kessel’s guitar’s case still wears this hand-written luggage tag from its former owner.
Photo by Patrick Tregenza
“Barney was really funny. He had a great sense of humor, and so did Ray and Shelley,” Forman says, and laughs. “They could have been stand-up comedians. And a lot of times in the music, they do silly, funny-ass shit [like that] that was just really cool.”
While the loose and playful feeling of the Poll Winners is always part of the music on Reunion!, Forman’s personality and musical voice plays the biggest role. He’s a fiery player whose deft, energetic chording propels the songs with swinging style, while his zesty melodic lines fly off the fretboard. Much like Kessel, he plays from the gut with a palpable sense of enthusiastic glee. And while Kessel is, obviously, a huge influence, Forman’s playing also reveals a love for his favorites, Charlie Parker and Count Basie. At this point in his long career, though, he mostly just sounds like himself. Hearing him play on Kessel’s gear, the tone of the ES-350 incorporates so well with his style and it just seems to make sense.
”As Forman tells it, that’s what Barney knew all those years ago: “On one of the first days of one of the first tours [with Kessel], he said, ‘Do you ever wonder why I picked you?’ And I said ‘yeah.’ I could name four or five guys I would have expected him to pick. He said, ‘I picked you because you play the way I play, but you don’t sound like me.’ Which is kind of cryptic, you know?” he laughs. “But I got it—he’s right.”
YouTube It!
Hear Barney Kessel’s guitar in Bruce Forman’s hands, live in the studio during the making of Reunion! The trio expertly navigates the tune “Feel the Barn” with dynamic, swinging interplay, led by Forman’s bright, clear tone and melody-first approach to improvisation and harmony.
Ethnomusicologist Frances Densmore records the song of Mountain Chief, head of the Blackfeet Tribe, on a phonograph for the Bureau of American Ethnology in 1916.
Once used as a way to preserve American indigenous culture, field recording isn’t just for seasoned pros. Here, our columnist breaks down a few methods for you to try it yourself.
The picture associated with this month’s Dojo is one of my all-time favorites. Taken in 1916, it marks the collision of two diverging cultural epochs. Mountain Chief, the head of the Piegan Blackfeet Tribe, sings into a phonograph powered solely by spring-loaded tension outside the Smithsonian. Across from him sits whom I consider the patron saint of American ethnomusicologists—the great Frances Densmore.
You can feel the scope and weight of theancient culture of the indigenous American West, and the presence of the then-ongoing women’s suffrage movement, which was three years from succeeding at getting the 19th Amendment passed by Congress. That would later happen on June 4, 1919—the initiative towards granting all women of this country the right to vote. (All American citizens, including Black women, were not granted suffrage until 1965.)
Densmore traversed the entire breadth of the country, hauling her gramophone wax cylinder recorders into remote tribal lands, capturing songs by the Seminole in southern Florida, the Yuma in California, the Chippewa in Wisconsin, Quinailet songs in Northern Washington, and, of course, Mountain Chief outside the Smithsonian in Washington, D.C. Author of more than 20 books and 200 articles, she carefully preserved the rich cultural diversity of Native Americans with over 2,500 field recordings.
Why am I writing about this? Firstly, to pay homage! Secondly, because it serves as a great reminder to seek and cultivate sound outside the studio as well. We live in a time of great technological power and convenience. Every week a new sample pack, plugin, pedal, or software instrument hits the market. For all the joy that these offerings bring, they deprive us of the joy of creating our own instruments from scratch.
This month, I’m advocating for you to make some field recordings of your own—nature, urban, indoor, outdoor, specific locations, animals, or anything that piques your interest! Bring the material back to the studio and make music with it! I’ll show you how to make your own sample libraries to use in your music. Tighten up your belts, a multipart Dojo is now open.
What do you need to get started? Quite simply, you just need any device that is capable of recording. This can range from your cell phone to a dedicated field recorder. The real question is: Do you want to use mics housed in handheld units or have more robust mic pres with the ability to power larger live/studio microphones using XLR connectors found with the larger units? Let’s look at three scenarios.
The Cellular Approach
The absolute easiest way to get started is with your cell phone. Take advantage of a voice-memo recording app, or use an app that records multitrack audio like GarageBand on iOS. Phone recordings tend to sound very compressed and slightly lo-fi—which might be exactly what you want. However, the method can also introduce unwanted noise artifacts like low-end rumble (from handling the phone) and phasing (moving the mic while recording). I recommend using a tripod to hold your phone still while recording. You might also want to consider using an external mic and some software to edit your sample recordings on the phone. I like using a Koala Sampler ($4.99) on iOS devices.
Upgrade Me
The next step up is to use a portable recorder. These have much better mic pres, and offer true stereo recording with pivoting mic heads. This can give you the added benefit of controlling the width of your stereo image when recording or helping isolate two sound sources that are apart from each other. You sacrifice the ability to easily edit your recordings. You simply import them into your computer and edit the recording(s) from there.
Pro-Level Quality
I would recommend this scenario if you want to record multiple sources at once. These devices also have SMPTE time code, 60+ dB of gain, phantom power (+48 volts), advanced routing, and a 32-bit/192 kHz sampling rate, so you’ll never have a distorted recording even when the meter gets unexpectedly pegged into the red from a loud sound source. I recommend the Zoom F8n Pro ($1099). Now you can use your microphones!
Best Practices
Try to safely record as close to the sound source as you can to minimize ambient noise and really scrub through your recordings to find little snippets and sound “nuggets” that can make great material for creating your own instrument and sample library—which we’ll explore next month! Namaste.
Need more firepower? Here’s a collection of high-powered stomps that pack plenty of torque.
There’s a visceral feeling that goes along with really cranking the gain. Whether you’re using a clean amp or an already dirty setup, adding more gain can inspire you to play in an entirely different way. Below are a handful of pedals that can take you from classic crunch to death metal doom—and beyond.
Universal Audio UAFX Anti 1992 High Gain Amp Pedal
Early 1990s metal tones were iconic. The Anti 1992 offers that unique mix of overdrive and distortion in a feature-packed pedal. You get a 3-band EQ, noise gate, multiple cab and speaker combos, presets, and full control through the mobile app.
Revv G4 Red Channel Preamp/Overdrive/Distortion Pedal - Anniversary Edition
Based upon the red channel of the company’s Generator 120, this finely tuned circuit offers gain variation with its 3-position aggression switch.
MXR Yngwie Malmsteen Overdrive Pedal - Red
The Viking king of shred guitar has distilled his high-octane tone into a simple, two-knob overdrive. Designed for going into an already dirty amp, this stomp offers clarity, harmonics, and more.
Empress Effects Heavy Menace Distortion Pedal
Arguably the company’s most versatile dirt box, this iteration is all about EQ. It’s loaded with an immensely powerful 3-band EQ with a sweepable mid control, footswitchable noise gate, a low-end sculpting control, and three different distortion modes.
JHS Hard Drive Distortion Pedal - Tan
Designed by late JHS R&D engineer Cliff Smith, the Hard Drive is a powerful and heavy ode to the post-grunge sounds of the late ’90s and early ’00s. This original circuit takes inspiration from many places by including cascading gain stages and Baxandall bass and treble controls.
Boss HM-2W Waza Craft Heavy Metal Distortion Pedal
Few pedals captured the sound of Swedish death metal like the HM-2. The go-to setting is simple—all knobs maxed out. Flip over to the custom mode for more tonal range, higher gain, and thicker low end.
Electro-Harmonix Nano Metal Muff Distortion Pedal
Voiced with an aggressive, heavy tone with a tight low end, this pedal offers +/- 14 dB of bass, a powerful noise gate, and an LED to let you know when the gate is on.
Soldano Super Lead Overdrive Plus Pedal
Aimed to capture the sound of Mike Soldano’s flagship tube amp, the SLO uses the same cascading gain stages as the 100-watt head. It also has a side-mounted deep switch to add low-end punch.
We chat with Molly about Sister Rosetta’s “immediately impressive” playing, which blends jazz, gospel, chromaticism, and blues into an early rock ‘n’ roll style that was not only way ahead of its time but was also truly rockin’.
In the early ’60s, some of the British guitarists who would shape the direction of our instrument for decades to come all found themselves at a concert by Sister Rosetta Tharpe. What they heard from Tharpe and what made her performances so special—her sound, her energy—must have resonated. Back at home in the U.S., she was a captivating presence, wowing audiences going back to her early days in church through performing the first stadium rock ‘n’ roll concert—which was also one of her weddings—and beyond. Her guitar playing was incendiary, energetic, and a force to be reckoned with.
On this episode of 100 Guitarists, we’re joined by guitarist Molly Miller, who in addition to being a fantastic guitarist, educator, bandleader, and performing with Jason Mraz, is a bit of a Sister Rosetta scholar. We chat with Molly about Sister Rosetta’s “immediately impressive” playing, which blends jazz, gospel, chromaticism, and blues into an early rock ‘n’ roll style that was not only way ahead of its time but was also truly rockin’.
When Building Guitars—or Pursuing Anything—Go Down All the Rabbit Holes
Paul Reed Smith shows John Bohlinger how to detect the grain in a guitar-body blank, in a scene from PG’s PRS Factory Tour video.
Paul Reed Smith says being a guitar builder requires code-cracking, historical perspective, and an eclectic knowledge base. Mostly, it asks that we remain perpetual students and remain willing to become teachers.
I love to learn, and I don’t enjoy history kicking my ass. In other words, if my instrument-making predecessors—Ted McCarty, Leo Fender, Christian Martin, John Heiss, Antonio de Torres, G.B. Guadagnini, and Antonio Stradivari, to name a few—made an instrument that took my breath away when I played it, and it sounded better than what I had made, I wanted to know not just what they had done, but what they understood that I didn’t understand yet. And because it was clear to me that these masters understood some things that I didn’t, I would go down rabbit holes.
I am not a violin maker, but I’ve had my hands on some of Guadagnini’s and Stradivari’s instruments. While these instruments sounded wildly different, they had an unusual quality: the harder you plucked them the louder they got. That was enough to push me further down the rabbit hole of physics in instrument making. What made them special is a combination of deep understanding and an ability to tune the instrument and its vibrating surfaces so that it produced an extraordinary sound, full of harmonics and very little compression. It was the beginning of a document we live by at PRS Guitars called The Rules of Tone.
My art is electric and acoustic guitars, amplifiers, and speaker cabinets. So, I study bridge materials and designs, wood species and drying, tuning pegs, truss rods, pickups, finishes, neck shapes, inlays, electronics, Fender/Marshall/Dumble amp theories, schematics, parts, and overall aesthetics. I can’t tell you how much better I feel when I come to an understanding about what these masters knew, in combination with what we can manufacture in our facilities today.
One of my favorite popular beliefs is, “The reason Stradivari violins sound good is because of the sheep’s uric acid they soaked the wood in.” (I, too, have believed that to be true.) The truth is, it’s never just one thing: it’s a combination of complicated things. The problem I have is that I never hear anyone say the reason Stradivari violins sound good is because he really knew what he was doing. You don’t become a master of your craft by happenstance; you stay deeply curious and have an insatiable will to learn, apply what you learn, and progress.
“Acoustic and electric guitars, violins, drums, amplifiers, speaker cabinets–they will all talk to you if you listen.”
What’s interesting to me is, if a master passes away, everything they believed on the day they finished an instrument is still in that instrument. These acoustic and electric guitars, violins, drums, amplifiers, speaker cabinets—they will all talk to you if you listen. They will tell you what their maker believed the day they were made. In my world, you have to be a detective. I love that process.
I’ve had a chance to speak to the master himself. Leo Fender, who was not a direct teacher of mine but did teach me through his instruments, used to come by our booth at NAMM to pay his respects to the “new guitar maker.” I thought that was beautiful. I also got a chance to talk to Forrest White, who was Leo’s production manager, right before he passed away. What he wanted to know was, “How’d I do?” I said, “Forrest, you did great.” They wanted to know their careers and contributions were appreciated and would continue.
In my experience, great teachers throw a piece of meat over the fence to see if the dog will bite it. They don’t want to teach someone who doesn’t really want to learn and won’t continue their legacy and/or the art they were involved in. While I have learned so much from the masters who were gone before my time, I have also found that the best teaching is done one-on-one. Along my journey from high school bedroom to the world’s stages, I enrolled scores of teachers to help me. I didn’t justenroll them. I tackled them. I went after their knowledge and experience, which I needed for my own knowledge base to do this jack-of-all-trades job called guitar making and to lead a company without going out of business.
I’ve spent most of my career going down rabbit holes. Whether it’s wood, pickups, designs, metals, finishes, etc., I pay attention to all of it. Mostly, I’m looking backward to see how to go forward. Recently, we’ve been going more and more forward, and I can’t tell you how good that feels. For me, being a detective and learning is lifesaving for the company’s products and my own well-being.
Sometimes it takes a few days to come to what I believe. The majority of the time it’s 12 months. Occasionally, I’ll study something for a decade before I make up my mind in a strong way, and someone will then challenge that with another point of view. I’ll change my mind again, but mostly the decade decisions stick. I believe the lesson I’m hitting is “be very curious!” Find teachers. Stay a student. Become a teacher. Go down all the rabbit holes.