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Old Country Store 


CB105 Asleep at the Wheel Hang Up My Spurs Western Swing 

1. Hang Up My Spurs and Saddle 2:33 

2. T-U-L-S-A Straight Ahead 2:35 

3. Silver Lake Blues 2:58 

4. I Didn't Realize 2:54 

5. Milk Cow Blues 5:10 

6. Beaumont Rag 3:04 

7. San Antonio Rose 4:18 

8. Tumbling Tumbleweeds 2:48 

9. Don't Let the Deal Go Down 2:37 

10. Bubbles in My Beer 2:25 

11. Westphalia Waltz 3:23 

12. Ain't Got Nothing but the Blues 4:12 



<D®2002 CB Music, LLC. All rights reserved. 

CB105 Asleep at the Wheel Hang Up My Spurs Western Swing 


Old Country Store 

The heritage of American music is about as diverse as you can get, blending styles and 
rhythms and traditions from everywhere in the world. We like to think of America's music 
as a great patchwork quilt of sound. No two pieces of this sound quilt are exactly the 
same. They vary as much as the people and the landscapes of our country. But they join 
together to create a single quilt, and it covers and warms our nation. The Heritage Music 
Collection is a chance to take a new look at some of the music that enriches America 
today. Much of the music is based in regions, communities, families and religious tradi¬ 
tions. In other words, this music comes from the heart of America. In offering you these 
samples from America's musical quilt, Cracker Barrel is being assisted by the National 
Council for the Traditional Arts, which has been recording, documenting, and presenting 
America's music since President Roosevelt's first Administration. Heritage Music is 
American music. It's the sound of where we came from, who we are, and where we're 
going. We sure hope you enjoy listening. 

Over the course of the 
last three decades. Asleep at the Wheel has 
boldly defied the fickle lures of the mainstream—and 

thrived—by sticking to their noble cause of keeping that 
distinctly American of art forms, western swing, alive and kicking. 

Along the way, they've entertained millions and won praise and admiration from every¬ 

one from Willie Nelson to Bob Dylan, to George Strait, to Van Morrison. For their efforts 
through the years, they've managed to pick up nine Grammy® awards. 

Founded in 1970, in Paw Paw, West Virginia, the band gained recognition in the San 
Francisco Bay area, before finally settling permanently in Austin, TX, in 1973. Front man 
from the beginning, Ray Benson, with the big voice and 6' 7" stature, brings yet anoth¬ 
er generation into the fold, evoking, with each performance, the legacy and 
continuing vitality of a music first popularized by Bob Wills and the Texas Playboys. The 
Wheel has performed at least 11 times on Austin City Limits, and boasts over 
3 million miles of travel on their old tour bus. But let's let Ray Benson tell you about it... 

- Joe Wilson 

Western swing is the southwestern United States' answer to Bluegrass music. In the 
1930's and 40's, while Bill Monroe and Flatt and Scruggs were pioneering Bluegrass 
music in Kentucky and the south. Bob Wills, Milton Brown, and scores of others were 
playing their own form of hybrid rural music which became known as western swing. 
The notable difference between the two was the inclusion of drums and swing rhythms 
to what was basically a string band format. 

What both kinds of music had in common was the fiddle. In bluegrass music the fiddle 
was secondary to the mandolin and banjo; in western swing the fiddle was the lead 
instrument. Not only was the fiddle the lead, it was joined by another and, sometimes, 
two other fiddles in a fiddle ensemble that has been a mainstay of Texas music and 
country music ever since. 

We've recorded some of the favorite old western swing numbers on this collection, 
as well as some new ones. We hope you enjoy the old waltzes, fiddle tunes, Bob Wills 
classics, and the great obscure western numbers we've included here. And remember, 
western swing ain't dead, it's Asleep at the Wheel. 

- Ray Benson 

Joe Wilson has been the director of the National Council for the Traditional Arts since 1976, and has produced 
over 100 full-length discs of traditional music. 

Ray Benson has been the leader of Asleep at the Wheel since its inception and is a respected historian of 
Western music. We are pleased to accept his kindness in sharing his description of this music. 

Ray Benson describes the songs on this 

1. Hang Up My Spurs and Saddle 

I wrote this tune to commemorate my 
retirement from ridin' horses due to a 
bad back. I never was a cowboy, but I 
think the same sentiments apply to 
any situation where ya gotta give up 
something you've done and are looking 
forward to not havin' to deal with the 
bad parts of whatever you're leavin' 

Ray Benson/Lew-Bob Songs o/b/o Paw 
Paw Music (BMI)/2:33 

2. T-U-L-S-A Straight Ahead 

We learned this gem from the great 
Leon McCauliff and his Cimmaron Valley 
Boys. After Leon left Bob Wills, he led 
a swingin' and very successful band 
in Tulsa, Oklahoma City, and later in 
Arkansas. This version, written by 
Jimmy Hall, is what I would call 
Oklahoma swing. 

Jimmy Hall/Cherio Corporation 

3. Silver Lake Blues 

This fiddle tune was one of Bob Wills' 
favorites, and points to the importance 
of fiddle tunes in the western swing 
repertoire. The sweet and melodic 
twin fiddles followed by the whistling 
harmonics of the steel guitar are pure 
western swing. You hear a lotta cowboy 
music here. 

Ray Benson/Jason Roberts/Lew-Bob 
Songs o/b/o Asleep At The Wheel Music 

4. I Didn't Realize 

According to Johnny Gimble, Rusty 
MacDonald wrote and sang this with Bob 
Wills in an April, 1950 recording for MGM. 
Johnny said, "I know 'cause I was there." 
This is a great example of a western swing 
tune with more swing than western in 
its makeup. The complex chord structure 
and modulation in the bridge are pretty 
sophisticated, and point to the complex 
nature of western swing music. 

Rusty MacDonald/Bob Wills/Unichappell 
Music , Inc. o/b/o Bob Wills Music , 

5. Milk Cow Blues 

Originally done by bluesman Kokomo 
Arnold, Bob Wills made this a western 
swing standard that has been carried 
on by Merle Haggard, George Strait, and 
now by us. Its "big band/blues done by 
a string band" format is really the 
essence of what defines western swing. 

Kokomo Amold/Universal-MCA Music 
Publishing (Div. of Universal Studios , Inc.) 

6. Beaumont Rag 

Originally recorded by Smith's Garage Band 
in 1928, this fiddle tune is a staple among 
Texas fiddlers, and really defines the 
difference between the Texas fiddling 
tradition and the other geographical fid¬ 
dle styles. The use of a diminished chord 
is one of the signatures of Texas fiddling, 
and the chord progression owes more to 
Dixieland jazz than it does to the jigs 
and reels of Irish fiddling. 

Ray Benson/Daniel Levin/Lew-Bob Songs 
o/b/o Asleep At The Wheel Music 

7. San Antonio Rose 

Probably the biggest hit that western 
swing ever had, this Bob Wills classic 
was originally a fiddle tune that was 
turned into a vocal with trumpets and 
a "Pop" arrangement of the day. It was 
a huge cover hit for Bing Crosby, and 
remains today the "signature" tune of 
western swing music. 

Bob Wills/Bourne Co. (ASCAP)/4:18 

8. Tumbling Tumbleweeds 

Well, whoever took the western outta 
Country/Western never heard the Sons 
of the Pioneers sing this song! One of 
the reasons we chose western swing as 
the style of music we wanted to play 
was because we could sing Tumblin' 
Tumbleweeds, wear a cowboy hat and 
boots, and play swing and jazz and 
blues to boot! 

Bob Nolan/Songwriters Guild of America 
o/b/o Music of the West (BMI)/2:48 

9. Don't Let the Deal Go Down 

This is one of those fiddle tunes that 
crosses all genres of country fiddling. You 
can hear a bluegrass band or an old-timey 
traditional fiddle version of this tune 

and it'll be similar but different from 
this version, which is very much in the 
tradition of Bob Wills and Texas fiddlers. 

Ray Benson/Jason Roberts/Lew-Bob 
Songs o/b/o Asleep At The Wheel Music 

10. Bubbles in My Beer 

One of the great songs written by Cindy 
Walker and done originally by Bob Wills, 
this is certainly one of the "classic" 
western swing tunes of all time. With 
the twin fiddles and barroom sentiments, 
its music is of the western swing variety, 
while its words are clearly in the honky- 
tonk tradition of "cryin' in my beer" lyrics. 

Cindy Walker/Tommy Duncan/Bob 
Wills/Chappell & Company (BMI)/Red 
River Songs , Inc. (BMI)/2:25 

11. Westphalia Waltz 

This old Texas waltz was written by the 
late Cotton Collins, and has been a dance 
hall staple for years in Texas. Westphalia 
is a small town in central Texas; if you 
play a dance in this area-settled by folks 
from Czechoslovakia and Bohemia- you 
must play a waltz or two. 

Cotton Collins/Century Songs (BMI)/3:23 

12. Ain't Got Nothing but the Blues 

I wrote the words to this one a while 
ago, but never had the music. One night, 
before the session, it just came to me; 
and before I knew it, the tune was 
done. I kind of see it as a "Fats Waller 
meets Bob Wills" kinda deal! 

Ray Benson/Lew-Bob Songs o/b/o Paw 
Paw Music (BMI)/4:12 

Ray Benson - acoustic and electric 
guitar, lead and harmony vocals 
David Miller - bass and harmony vocals 
Jim Murphy - steel guitar 
Jason Roberts - fiddle, electric guitar, 
lead and harmony vocals 
David Sanger - drums 
John Michael Whitby - piano and 
harmony vocals 

Special Guests: 

Floyd Domino: piano on "I Didn't Realize" 
Cindy Cashdollar: steel guitar on 
"I Didn't Realize" 

Producer - Ray Benson for Bismeaux 

Recorded and mixed at Bismeaux 
Studio, Austin, TX 

Engineer - Cris Burns 
Assistant Engineer - Dave Kembro 
Mastered by Larry Seyer for Electric 
LarryLand Recording Studio, Austin, TX 
Asleep at the Wheel would like to thank 
Fides Drums, Aquaria Drumheads, Promark 
Sticks, Sabia Cymbals, John Pearse Strings 
from Breezy Ridge & Instruments, LTD, 
John Knutson Luthiery, and Bethel Guitar. 

Special Thanks to The National Council 
for the Traditional Arts including Joe 
Wilson, Julia Olin, Madeleine Remez, 
and Rhonda Jenkins. 

Peter Schwarz, Album Production Manager 
Bridget Bauer, Production Coordinator 
Jim Finney, Road Manager 
Holly Gleason, at Joe's Garage, Publicity 

To join the Asleep At The Wheel Fan 
Club or for more information go to: or e-mail 


Bismeaux Productions 
P.0. Box 463 
Austin, TX 78767 

Booking Agency: 

William Morris Agency 
2100 West End Avenue 
Suite 1000 
Nashville, TN 37203 

This recording is part of a 15-CD set 
organized and curated for Cracker Barrel 
Old Country Store® by the National 
Council for the Traditional Arts (NCTA), 
a not-for-profit corporation dedicated to 
the presentation and documentation of 
folk and traditional arts in the United 
States. Founded in 1933 , it is the nation's 
oldest producing and presenting organiza¬ 
tion with such a focus. The NCTA stresses 
quality and authenticity in presenting 
traditional artists to the public in festivals, 
national and international tours; concerts, 
radio and television programs , films, 
recordings and other programs. This work 
was conceived and managed by Joe Wilson , 
Julia Olin and Madeleine Remez. 
www. crackerbarrel. com 

©2002 CB Music, LLC 

Running an old country store all these 
years, we like to think we've gotten pretty 
good at gathering together the best of what's 
around. The Cracker Barrel Old Country Store Music 
Catalogue™ is sort of the same idea, only with music. It's 
tunes from around the country, organized into collections 
of our favorites. Within the catalogue, you'll find old standards and 
modem classics, new recordings done especially for us and some rare gems that 
we hope you'll enjoy. As the catalogue grows there will be things like holiday 
music, traveling music and music you may have never even heard of, but hope¬ 
fully will enjoy a lot. We've tried to make sure it's all the highest quality 

possible, made by the best artists we can find. 
We sure hope you find something you can enjoy 
listening to, wherever you may be headed. 



Old Country Store