How George Benson Shocked the World With His ‘Abbey Road’

The Beatles released their classic Abbey Road in late 1969. Less than a year later, George Benson revealed his own take on a number of songs from the record, cleverly titled The Other Side of Abbey Road.

Backed by a now-legendary cast of characters from the jazz world, including Herbie Hancock and Bob James, The Other Side of Abbey Road offers a really cool and at times, funky, alternate view of what the Abbey Road songs could have sounded like.

As James tells UCR now, the reaction to what he had done in 1970 was not good, but he was happy he did it. "It actually boosted my career," he says. "It's one of the best records I think I've ever made."

Paul McCartney agreed, as word filtered back to Benson. "Man, we love what you did with our music.

Though Benson would become a superstar in the jazz world, he's always -- and continues to find himself crossing multiple genres with his music. Peter Frampton was an early fan -- and one who eventually inspired Benson to reexamine his own musical process. He also tackled songs by Leon Russell and James Taylor and worked with countless musicians on his recordings, including the members of Toto.

Toto's Steve Lukather is one of the many impressive guitarists who will join Benson in January for his inaugural Breezin' With the Stars, an immersive four day musical event happening in Phoenix. During a recent phone conversation, Benson shared some great stories from across his career.

Breezin' With the Stars seems like it's going to be so much fun. What are you hoping that people are going to take away from the experience?
With a thing like that, you never know. Because those guys have such a reputation themselves and they are among the top guitar players of our time! I’m there for the same reason they are -- trying to add to my resume, or my collection of ideas. Tunes and things. Most of the guys there, I know personally. But I never see them in one shot together, so it makes it really unique.

There's an incredible spread of players, guys like Steve Lukather, John Scofield and Lee Ritenour, just to name a few. What's striking to me about the lineup is it feels very true to the varied spirits of the collaborations that have colored your own career.
No doubt about it, man. When they tell me I’m going to play with any one of those guys, or even in the same town, we try to hook up and check each other out! I always hear something or learn something that I didn’t know yesterday. Because I’m still interested. As a guitar player, I’m never bored with other guitar players. There’s always something that another guy’s doing that you never thought of. So you say, Well how come I didn’t think of that first! [Laughs] I’m really looking forward to it. I think the people who come there are going to see us from a point of view that they might not have seen us [do] before.

I'm here in Cleveland. You worked with the late Tommy LiPuma on a number of your records. What did he add to your process that you liked?
He reminded me of the greatest producer of jazz records in history and that was Mr. John Hammond of Columbia Records. Tommy, like him, did not bother me about my playing, at least in the early days. [Laughs] He just said, “Man, go in there play! Whatever you like!” He brought me songs, that was the difference between him and John. he said, “Have you ever heard of a guy named Leon Russell?” I said, “No.” He said, “Do you know the song, ‘This Masquerade’”? I said, “No.” He said, “I’m going to send it to you.” So he sent it to me and I didn’t listen to it. Then, he called me back, “Well, how’d you like that song?” I said, “What song?” He did that three times before I decided to listen to it! I listened to it, because the keyboard player, Jorge Dalto, and his wife came to visit me at my house.

I was telling him about the new record that I was getting ready to do and he was going to be a part of it. I mentioned “This Masquerade” and his wife said, “Oh, that’s my favorite song and that’s my favorite artist, Leon Russell!” I said, “How in the heck can she know about something in the music business that I don’t know!” Because at that time, I didn’t know she was a singer! [Benson chuckles] So I decided to listen to the song. I listened to it and I learned it. We got to the studio and we did one take of that song, because Tommy LiPuma decided he was not going to put a vocal on this wonderful instrumental album that we had just finished. He said, “No, it does not need a vocal, I don’t want a vocal on it.” I said, “Well, man, you made me learn this crazy song! We’ve got to record it at least once.” And so we did. One time, one take. Everybody that heard it after that said, “Dang, man, first of all, who’s that singing? Man, you gotta put that out.” Tommy said, “No,” and then they pressured him and he said, “Okay.” He played it for the record company and they said, “When can we get that? We want it now!”

But Tommy LiPuma himself, changed my whole life. He made me do something I hardly ever thought about. Tune the guitar up. In the middle of the song, he’d stop us and say, “George, check your tuning.” It became annoying at first, but then I realized [he was right] when I heard it back. I couldn’t tell what was wrong with the song before because I was so used to hearing myself play out of tune, I guess. After that, everything sounded right. He covered that by paying attention and then he had the great engineer with him, Al Schmitt. Al made that album a must-have in your collection if you were an audiophile. I had all of that going for me and I had the brand new guitar that I had just purchased from a brave young man who went to his girlfriend’s former boyfriend’s house and told him he had to give up the guitar she bought him. I said, “Man, that guy has a lot of nerve. He’s got a lot of heart!” He didn’t know anything about guitars, so he brought it to the house and sold it to me and that was the guitar I used on Breezin’. I’d never played it before in my life except on that record. I also had a Polytone amplifier. They rolled one in for me, fresh off the press and that sound became the Breezin’ sound. People heard me play in a way they’d never heard before and the record just went to the moon.

Listen to George Benson's Version of Leon Russell's 'This Masquerade'

That guitar is one of the ones you're about to sell in your new official Reverb shop. I like the idea that you're looking at the chance for these instruments to bring new magic to other players like they have for you.
They’re like my relatives, like my babies, man! [Benson laughs, taking on a weepy tone] Take good care of my babies! I think you’re going to get the same joy that I had raising them, you know. Playing some new and interesting things on them, there’s just nothing like it. To realize that they’re in existence because of me, it makes me feel like a real father! And I am the father of seven boys, so I know what fatherhood is supposed to be anyway! It’s been great, man. I’m really hoping that they get out of those guitars the inspiration that they gave to me, to move to different heights in their career.

How did you land on the concept of doing The Other Side of Abbey Road? It's a fantastic record.
I can tell you this, at that time for music, this is before the crossover period. I mean, stars are starting to pop up and playing crossover music, but it wasn’t popular yet. Probably the most popular crossover song was done by Ella Fitzgerald, [when she recorded] “Can’t Buy Me Love” [Benson sings a short section of the song]. It was like, “Wow, Ella Fitzgerald is singing a Beatles tune! She tore it up to show that it could be done, first of all -- and it could be popular! Creed Taylor [record producer and label owner] invited me to his office one night and said, “George, take this home and listen to this record.” I took Abbey Road home and listened to it. I came back the next day and he said, “What do you think?” I said, “Man, everything on here is a monster.”

He said, “Good! We’ll do the whole album!” I said, “What? The whole album! You’ve got to be kidding me! That will make me the enemy of the jazz world, man!” I already had conflict there, because my stuff was considered too commercial. But we got in the studio and the great arranger, Don Sebesky, arranged these beautiful things for a chamber orchestra. He invited New York’s top musicians from the New York Symphony Orchestra to play them with us. Man, I had to sing one of the first songs, “Golden Slumbers” and a lot of those guys had never heard me sing before. So they’re looking at me like I am crazy. “What? George is singin’, man!” We moved to the guitar part and the guitar part came out fairly well too. So Creed Taylor’s idea to do Abbey Road, it was a little too early [for what we did] with that album. But it became popular -- like I knew it would, years later after Breezin’ came out. People went back and discovered The Other Side of Abbey Road and it actually boosted my career. I was glad that happened. It’s one of the best records I think I’ve ever made.

Listen to George Benson's Versions of 'Golden Slumbers' and 'You Never Give Me Your Money' by the Beatles

'Please Please Me' (1963)

Producer George Martin wanted to use this opportunity to bring together two pet projects: his new band and his love for the London Zoo. An honorary fellow with the city zoological society, Martin probably also saw the humor in having the Beatles pose in front of the zoo's insect house. Unfortunately, the London Zoological Society didn't. So, photographer Angus McBean was asked to come up with a different idea. He quickly arranged the group inside EMI headquarters in London's Manchester Square, looking down into the stairwell. "It was done in an almighty rush, like the music," Martin wrote in 1994's With a Little Help from My Friends. "Thereafter, though, the Beatles' own creativity came bursting to the fore."

'With the Beatles' (1963)

Manager Brian Epstein brought Robert Freeman into the Beatles' orbit after becoming enamored with his black-and-white pictures of John Coltrane. For inspiration, they showed Freeman a series of early '60s-era photos taken by their friend Astrid Kirchherr in which they were shown in half light. Freeman achieved a similar effect in the most offhanded of ways, shooting them in the dining room of a hotel in the coastal town of Bournemouth, where the Beatles were playing a summer residency. "People think he must have worked at [it] forever and ever," Paul McCartney said in 2001's The Beatles Diary Volume 1: The Beatles Years. "But it was an hour. He sat down, took a couple of rolls, and he had it." The U.S.-only counterpart Meet the Beatles used the same image, but wrecked the concept by colorizing it. In what would become an unhappy theme during the run up to 1966's Yesterday ... and Today, Capitol also butchered the song order.

'A Hard Day's Night' (1964)

Freeman arrived with an inspired idea that brought a sense of movement to the cover of A Hard Day's Night, while also visually connecting the album with its movie tie-in. He took four rows of headshots, each with a different expression, as if they were frames of film. The images were surrounded by a blue frame in the U.K. edition, but with a red one in other countries, including America. The U.S. edition was also crudely edited: The Beatles appeared in just four large images, rather than 20, completely ruining Freeman's original idea.

'Beatles for Sale' (1964)

This weary image perfectly captured the mood as Beatlemania began to grind down the band. They gathered with Freeman this time at London's Hyde Park and completed the shoot within an hour and a half in the fall of 1964. They didn't even change clothes. "The photographer would always be able to say to us, 'Just show up,'" McCartney later recalled in Anthology, "because we all wore the same kind of gear all the time. Black stuff – white shirts and big black scarves." The final shot was achieved as an assistant held up a leafy branch, creating an atmosphere of closeness. The autumnal setting and golden 7PM sunlight did the rest.

'Help!' (1965)

The Beatles took time while shooting the final scenes from their second movie at Twickenham Studios to shoot their next album cover. Inspired by a scene from the film when the band was goofing around the snow in the Austrian Alps, Freeman hit upon the idea of spelling out the title in semaphore, with each member making a letter. "But when we came to do the shot, the arrangement of the arms with those letters didn't look good," Freeman wrote in 1990's The Beatles, A Private View "So we decided to improvise and ended up with the best graphic positioning of the arms." That's how the Beatles, still in their movie wardrobe, ended up spelling out NUJV, instead of HELP.

'Rubber Soul' (1965)

Freeman had a lot to work with after shooting the Beatles, all in suede jackets, deep in the woods near John Lennon's Kenwood estate in Weybridge. Then something interesting happened when they all got together a few days later to select an image to use on the cover of Rubber Soul. Freeman was projecting slides on an album-sized cutout of white cardboard, so everyone could envision what they'd look like as a finished product. Then the cardboard shifted. Everyone decided they loved the newly distorted effect. "It was stretched, and we went, 'That's it, Rubber So-o-oul," McCartney said in Anthology. "'Hey hey, can you do it like that?'"

'Yesterday ... and Today' (1966)

As with earlier Capitol Records cut-and-paste jobs like Beatles '65 and Something New, Yesterday ... and Today collected songs withheld from recent EMI albums and non-album singles to create an entirely new album. By 1966, however, the Beatles were getting fed up with the practice. At least that how it read when the album appeared with photographer Robert Whitaker's grisly cover image of the Beatles, dressed in white coats amid decapitated dolls and raw meat. The LP was quickly withdrawn amid the scandal, and the so-called "butcher cover" was replaced with a stodgy shot of the group posed around a steam trunk. The original image has since become a prized collectors item.

'Revolver' (1966)

Robert Freeman came up with an initial idea involving a montage of the Beatles' four faces, but that was ultimately shelved in favor of a design by Klaus Voormann, an old friend from the Hamburg days. Voormann drew the Beatles' faces from memory, though he struggled with one. "George's face was very difficult to draw," Voormann later told Martin O'Gorman. "It was easier with John, Paul and Ringo, but George was always the problem. I could not get his face right, so eventually I took a newspaper and cut those eyes and mouth out." Voormann then met Lennon and McCartney at Lennon's Kenwood home where they sifted through more old magazine and newspaper articles looking for images to complete the cover. Each was then superimposed on Voormann's line drawing.

'Sgt. Pepper's Lonely Hearts Club Band' (1967)

McCartney's friend Robert Fraser, a gallery dealer, first suggested growing Pop Art artist Peter Blake as a possible collaborator. Together, McCartney and Blake hit upon the idea of a life-sized constructed collage. "We thought that if we did that, we could have anyone in the crowd," Blake later remembered. "That opened up a whole magical area." Each member made suggestions for the invented audience behind them, picking heroes, gurus and stars, but the Beatles came up short. (In fact, Ringo Starr picked only one or two, reportedly waving them off by saying, "Whatever the others say is fine by me.") That left Blake and his American-born wife Jann Waworth to fill out the collage. "The only women chosen were by Peter and I," Waworth told Deseret News in 2007.

'Magical Mystery Tour' (1967)

Fearful that the Beatles might split after their longtime manager died, an overwhelmed McCartney took the lead on the ill-conceived, thrown-together follow-up to Sgt. Pepper's – right down to its equally slapdash album cover. "The Mystery Tour packaging was all Paul's idea,” Beatles press officer Tony Barrow subsequently confirmed. "Everything happened in a mad rush after Brian Epstein died, because Paul was worried that the band would simply fall apart without some guidance." McCartney didn't get around to the album art until a matter of weeks before the record was due in stores. Peter Max, another emerging Pop Art devotee, was belatedly brought in to create psychedelic graphics around an image of the Beatles in costumes from their "I Am the Walrus" video.

'The Beatles' (1968)

The Beatles had talked about releasing an album with no title or artist credit as far back as 1964's With the Beatles. Four years later, they went one step further by putting out a record with nothing on it at all. (Well, except for a unique serial number that was meant "to create the ironic situation of a numbered edition of something like 5 million copies," Pop Art standout Richard Hamilton later admitted.) Hamilton's design initially featured only an embossed version of the band's name in Helvetica type, in stark contrast with the Beatles' previous four elaborately decorated releases. Later editions included "The Beatles" in gray, while the value of lower-numbered copies skyrocketed. Starr's personal copy, numbered 0000001, sold for a whopping $790,000 at auction in 2015.

'Yellow Submarine' (1969)

This cover's whimsically hallucinogenic imagery was created by Heinz Edelmann, another Pop Art fan who also oversaw the movie version of 'Yellow Submarine.' He got almost no direction from the Beatles themselves. "There wasn't much chance, because it should be remembered at that time, the Maharishi thing began," Edelmann told Bob Hieronimus in 1993. "They were in India in early '68 and only came back when the film was close to completion. And before that, the Beatles were involved in their own Magical Mystery Tour." The U.K. pressings included the words "Nothing is real," from "Strawberry Fields Forever." The old U.S. versions, for some reason, did not.

'Get Back' (1969)

Following the proposed album title's theme, the Beatles reassembled with Please Please Me photographer Angus McBean to create an image that would echo their first album shoot at EMI. (Asked about the differences, just six years later, McBean quipped, "Very hairy, indeed.") Then everything went to hell in a handbasket. A mid-1969 release date for Get Back came and went, as everyone argued over mixes, but not before promo copies – complete with cover art – were produced. Eventually, the Beatles moved on to work on the album that would become Abbey Road. McBean's image sat unused until 1973, when it was resurrected for the Beatles' 1967-70 "The Blue Album" retrospective.

'Abbey Road' (1969)

Iain Macmillan stepped onto a small ladder at about 11:30AM on Aug. 8, 1969, in the middle of Abbey Road and changed London tourism forever. A friend of Lennon's, he took just six pictures of the Beatles, as they passed through a crosswalk outside the studio where their last album was nearing completion. They chose the fifth, the only one where the Beatles are in step and (in an ironic twist) walking away. The cover image is one of four shots where McCartney is barefooted; in the other two he has on sandals. It's also the only one where you can see his cigarette. The project had initially been called "Everest," after the brand of smokes that engineer Geoff Emerick favored. There was talk of taking a picture with Mount Everest in the background, but that was quickly scrapped. Someone suggested just stepping outside. With that, Macmillan inadvertently created a new photo op for generations of Beatles fans.

'Hey Jude' (1970)

Another Capitol compilation of leftovers, non-album singles and B-sides, Hey Jude made history in a different way. The album, which was at one point quite appropriately called The Beatles Again, was meant to serve as a buffer while the long-delayed Get Back project was finally nearing completion as the newly renamed Let It Be. Their only involvement was an August 1969 shoot for the cover, which ended up being the last time the Beatles were photographed together as a band. They gathered at Lennon's newly acquired Tittenhurst Park home, two days after their final recording session together as a foursome to do final mixing and editing on "I Want You (She’s So Heavy)." Both Ethan Russell and Monte Fresco shot pictures that day; one of Russell's images made the cover of Hey Jude. That's George Harrison's hat on the statue.

'Let It Be' (1970)

When a reconfigured Let It Be finally appeared on store shelves in May 1970, Angus McBean's fun throwback photo was out of date – in more ways than one. The Beatles, quite literally, had scattered: McCartney's first solo record was already out. So, the old picture wouldn't work, and a new photo session wasn't happening. That left package designer John Kosh to assemble a cover that actually said more about where the Beatles were in this moment than any fresher image ever could. Let It Be features four individual images of the Beatles, taken by Ethan A. Russell during sessions back in January 1969, separated by a funereal black background. They were paired with the album title and nothing more.

Next: All 229 Beatles Songs Ranked