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It was the winter of 1956, and Bill Potts had to talk to his boss. He had just finished a gig with the house band at Olivia Davis’ Patio Lounge when the club’s owner pulled the group aside. A regal, domineering woman, Davis could pass for a senator’s wife or a salty madam. First and foremost, though, she was a businesswoman, a survivor in the cutthroat downtown nightclub scene.

And just now, she had business to discuss with her employees, three musicians young enough to be her sons. It had been a decent year at the Patio Lounge, but things always dropped off around the holidays. “Well, gentlemen,” Davis said, “it’s so near Christmas I’m not going to spend a lot of money. So we hired a guy named Lester Young.”

Lester Young. That was a magic name to Potts and his bandmates.

With Count Basie’s orchestra in the ’30s, Young had changed the way the sax was played. Instead of blowing the roof off, he coaxed a lyrical, intimate tone from his tenor, like the sweetest soothsayer whispering secrets in your ear. His music had inspired an entire generation; all the current tenor men, from Stan Getz to Dexter Gordon to Zoot Sims, were disciples. And Young’s reach went well beyond musicians: His solo flights on such songs as “Lester Leaps In” had helped Allen Ginsberg find the rhythms for “Howl.”

At the time, though, the standard line on Young was that he was washed up. A stint in the Army during World War II had damaged him mentally and physically, and many dismissed him as a shell of his former self. In 1955, a nervous breakdown landed him in Bellevue. These days, he often worked gigs with whatever rhythm section a club offered. That was how Davis could hire him for a weeklong engagement at a bargain rate. After revolutionizing jazz, the 47-year-old Prez, as Young was known, was now a low-budget fill-in on a slow week during the holidays.

Potts and his group had heard all the sad tales about Young, but they didn’t dampen their spirits. Their hero was coming to town, and they were going to be his band. “We were flabbergasted when she told us Prez was going to be here,” remembers Potts, now retired and living in Florida. “Our mouths just dropped. We told her that he was God. Of course, she was happy that we were happy.”

Six nights with Lester Young. What more could anybody could ask for?

If Young was on his way down, Potts was headed in the other direction. At 28, he was already a veteran musician, not only as both leader and sideman, but also as a writer and arranger for the best-known big band in Washington, an all-star ensemble known as THE Orchestra. Earlier that year, his friend Norman “Willie” Williams, a 27-year-old graduate of Petworth’s Theodore Roosevelt High, had called him about an opening for a pianist with the Patio Lounge house band.

A bass player, Williams had never been in front of the microphone, and he asked his buddy to lead the trio. “I loved the way Bill played,” Williams says, “and I thought he was a nut because he’d eat lit cigarettes—or I thought he was eating ’em. He’d act like he’d chewed it and swallowed it. He was just mouthing ’em, but he was pretty slick with it. I’d call people over and say, ‘Show ’em, Bill.’”

Potts had recently left the Army after a six-year hitch and was working a day job as a technician at the U.S. Recording Co. on Vermont Avenue NW. “There were a lot of pianists that played better than I did,” says Potts. “Piano playing was more of a sideline, because I spent most of the time writing. But Willie wanted me because I had led so many groups and I could kick off the tempos and call the tunes.”

Olivia Davis’ Patio Lounge—it sounded classy and sophisticated, even if there was no patio and the lounge was a second-floor walk-up without windows. It was in a turn-of-the-century building on 13th Street NW, in the shadow of the neon strip of clubs along 14th Street known as the Block.

The Block was where you took your girl for a big night on the town: dinner and a show and some slow dancing to a champagne-bubble orchestra. But the Patio Lounge—that was where you took your mistress to hear some jazz. It was a hideaway, a low-lit refuge where you could catch Art Tatum taming a piano in a room so quiet you could hear his feet working the pedals. Davis wasn’t peddling sequined showgirls or pop singers; she was hawking jazz. Not the quaint trad jazz you could hear over at the Mayfair, or the retro Dixieland of the Bayou, or even the sort of pedestrian local jazz Davis had featured at the Merry-Land, the club she ran before opening the Patio Lounge in 1955.

No, this time Davis was more serious. She billed her new club as “Washington’s Only Showplace for Jazz” and brought in rising stars such as Chet Baker; acts in their prime such as Max Roach, the Modern Jazz Quartet, and Art Blakey; and such future legends as a young Charles Mingus, who accompanied the Teddy Charles Trio in the summer of 1955.

The Bill Potts Trio worked the Patio Lounge six nights a week, mostly as the intermission band, sometimes backing the headliner. Davis paid top dollar to get the big names, but for the house band, the pay was lousy. It was union scale—peanuts, really—and the players’ bar tab often matched what they made. The house piano wasn’t in the best shape, either. “It was the worst piano in the world,” says Potts. “It was awful.”

But none of that mattered. Potts and his band were getting free lessons from the greats who came through town, and they were teaching each other, too. “Bill was always my idol,” says Williams. “I learned my harmony from him, more than anyone else.”

Potts, in turn, had found a bassist who complemented his “arranger’s-style” piano playing. “He was my left hand for a long time. And he was such a fast learner that I just forgot about using my left hand, because, in no time at all, Willie was playing all the right notes. He was a helluva bass player, and we were musically compatible.” It was a great time: Along with drummer Jim Lucht, Potts and Williams had a steady gig doing what they loved—playing jazz. And now they were going to play jazz with God.

It was Basie’s orchestra with Young that first captivated Potts. He grew up in Arlington, the son of a government worker who gave him a Hawaiian guitar, which was all the rage in the ’30s. But Potts didn’t take to the instrument, and he soon switched to accordion. Northern Virginia, like much of the area around Washington, was a hotbed of hillbilly music, and that’s what Potts was exposed to as a youngster, along with what he now calls “pop trash.”

At 15, Potts played a rendition of “Twilight Time” that won him first prize in a talent show sponsored by WWDC AM and MC’d by celebrity DJ Willis Conover. But Potts’ taste had already changed. “My sister got a phonograph, and she’d play Gene Autry 78s, some Bill Monroe,” he recalls. “That’s all there was in the house until one day on the radio I heard Count Basie and nearly had an orgasm. That’s when I flipped. Now, Bill Basie, the secret to his piano playing was simplicity. He’d leave open spaces and play one note, but exactly the right note at the right place—it was just a ding.”

Potts was hooked for life, and he was on the road with a jazz band before he had his driver’s license. Ira Sabin, founder of JazzTimes, was in Marvin Scott’s big band with Potts when they were teenagers, in the mid-’40s. “They had auditions in a studio around Thomas Circle, and we went down there,” says Sabin, a drummer at the time. “And the first thing [Scott] did was play a bebop tune—way up, you know, and bam! We played and we had a fucking ball for about 15 minutes. Then he walked up to us and said, ‘Now, we will not play any of this kind of music, and if you want to come with me, you’re hired.’ He was booking a commercial band, and bebop was not commercially viable.” In the ’40s, Potts made several tours of the South.

It was in the Army that Potts received his most valuable musical education. At the start of the Korean War, he enlisted and got a position as copyist with the U.S. Army Band at Fort Myer. Potts had already started composing songs when he was a student at Washington-Lee High School (“The first chart I wrote was to ‘Hey Bop a Rebop’—it was terrible”); his new job was the perfect apprenticeship to hone his craft. “Being a copyist was a great way to learn how to write,” he says. “You learn from the arrangers, because you copy their scores and hear them performed at rehearsals, and certain things you like, you take note of. You can examine how the man did it, how he voiced it.”

By 1951, Potts had joined THE Orchestra, a group of seasoned musicians who’d been on the road with top big bands. The leader was drummer Joe Timer. A veteran of the Elliot Lawrence band, Timer had played with John Coltrane when they were Navy men stationed together in Hawaii. Other members included the Swope brothers, Earl and Rob. An alumnus of Woody Herman’s legendary Second Herd band, Earl was regarded as the premier modern-jazz trombonist, the first to apply bebop stylings to the instrument. Rob was also a trombone player and had replaced Earl in Buddy Rich’s band. And there were saxophonist Angelo Tompros and two young trumpeters, Charlie Walp and Markie Markowitz.

Back in their hometown, they were itching to play for kicks, a break from their routine of saloon and society-dance gigs. On Sunday afternoons, THE Orchestra played Club Kavakos, a decades-old neighborhood joint at 8th and H Streets NE in a blue-collar section of town. Operated by Bill and Johnny Kavakos, it was a rough-and-tumble place for locals to blow off steam. Kavakos wasn’t strictly a jazz club at all. Most nights featured a couple of floor shows, with guest singers and comedians, tap dancers, and strippers such as Irene Boyd, “the Cream of Canada.”

The peak season for these Sunday-afternoon shows was the fall and winter months, when the games at Griffith Stadium boosted attendance. “Everybody would go to the Redskins games,” recalls Bill Mayhugh, a regular at Kavakos and a DJ at WMAL AM for 24 years. “And when the game was over, at 4 o’clock or so, all the musician-loving people would flock over to Kavakos to see Joe Timer and THE Orchestra.”

The group’s high profile was also in part due to the presence of Conover, who agreed to “present” THE Orchestra. Conover’s show, on WMAL AM, had made jazz converts of countless listeners; he had impeccable taste, employed artful segues of classic and modern jazz, and didn’t affect any pseudo-hip slang. And he seduced his audience with an ultra-mellifluous, made-for-radio voice—a mesmerizing blend of professor, raconteur, and elocution teacher. The late poet Joseph Brodsky, who heard Conover’s Voice of America broadcasts as a youngster in Russia, hailed it as “the richest-in-the-world bass baritone of Willis Conover.”

When Conover put out a call for arrangements for THE Orchestra in 1951, Potts contributed new material. Soon the 14-piece ensemble was showcasing such Potts compositions as “Pill Box,” “Willis,” and “Light Green.” This was bold, textured, polyphonic jazz full of nuance and sly humor, a far cry from the shrill, screaming brass of the big-band sound popular at the time. “Potts is an extremely creative writer in a lot of areas, and not just in the Basie bag,” says Mayhugh. “We always described Potts’ writing as ‘happy.’ It made you want to snap your fingers, shake your head, and tap your foot.”

At the Sunday matinees, Potts didn’t perform with THE Orchestra, but he was a constant presence. He set up the microphones and often recorded the shows with equipment borrowed from the U.S. Army Band. Along with Conover, Potts became synonymous with THE Orchestra. The two men helped the group gain a cult following among local jazz fans, but more important, they made THE Orchestra a band that other musicians clamored to hear and wanted to play with.

Conover exploited this situation to bring special guests to Kavakos. In February 1953, he invited Charlie Parker to the club, and the saxophonist’s unadvertised appearance stunned the Sunday crowd. THE Orchestra was onstage, working off its sheet music, and here came Parker, with no time to rehearse. “He showed up with a plastic saxophone,” says Potts. “He was always hocking his horn, and I think somebody gave it to him. It was clear plastic—you could see right through it. Bird had no music stand, no guide, nothing except a great pair of ears. Everybody gave up their solos for Bird.”

Two years later, Dizzy Gillespie fronted THE Orchestra at Kavakos. Potts captured both shows on tape, and the subsequently released albums have garnered critical raves. In a snippet of post-concert dialogue from the Gillespie tape, Potts captured the camaraderie that was part of those Sunday afternoons:

Packing up, Gillespie yells to Conover: “How ’bout the bread, Willis?”

“Dizzy, when I make it,” intones Conover, ever the straight man, “you’ll make it.”

“I’ll make it upside your head,” shouts Gillespie.

Not long after, THE Orchestra dissolved, mostly because of the death of Timer. Billed as musical director, he had put more into the ensemble than anyone else—finding new material, rehearsing the band at his house, preparing for shows. Though barely 40, he had been worn down by decades of hard living. After his wife ran off with another musician, he went into a tailspin.

“I was moving in with him because his wife had left him,” says Willie Williams. “He was very upset, and in frustration he kicked his foot through a glass door, and infection set in.” Timer checked into a VA hospital for surgery, and he succumbed to complications.

The Lester Young who arrived in Washington in December 1956 was an ailing man who reserved every ounce of his declining strength for his music. He had just completed a fall tour of Europe with Norman Granz’s Jazz at the Philharmonic. Despite some positive reviews, there were also reports of drunken shows, such as this one, from Stockholm: “The minutes he spent on stage were among the most embarrassing I have experienced in large public gatherings, and a man in the condition Lester was in then ought never be allowed in front of an audience,” wrote the Orkester Jornalen, a Swedish jazz magazine. “But he could still play!”

In 1956, Young was actually on the rebound musically. After Bellevue, he’d made some of the best recordings of his late years. And Young had come to prefer some of those local rhythm sections over the big-time revues he also still toured with. The small-combo setting allowed him some breathing room to relax and explore. “Give me my little trio and me,” he once said in an interview. “That’s happiness.”

It was this Lester Young who greeted Potts and the band at the Patio Lounge. He was wearing a dapper suit, and he carried a worn canvas bag that held his saxophone. He was warm and cheerful and looked to be in relatively good health—all things considered—without a trace of vanity or bitterness. And he had many reasons to be bitter: all those disciples—mostly white—who’d found success with the sound he’d developed. Getz, for example, could make $5,000 in a week at the Patio, and here was Prez, lucky to take home $500 and saddled with yet another bunch of white kids.

But the Bill Potts Trio turned out to be just the right fit. There were no rehearsals, just a talk-over in the band room. “He didn’t lecture us at all,” says Potts. “We knew all the tunes Prez wanted to play, and we knew how to play ’em in the key he played in. We had been working together a lot as a trio, and we idolized him. We were his cup of tea.”

The first evening went off beautifully, and the trio was in Dreamland. “We knew on the first tune,” says Potts. “It was heaven.” It was clear to everybody, including Young, that something special was going on. He would shout out “Cousin Willie!” or “Cousin Billy!” when something gave him particular delight. “It really seemed to fall in together very nicely,” recalls Williams. “He was very much in command, and he played very strong. All the sax players I was working with were disciples of his, and every now and then, I’d think, Oh, so that’s where that phrase comes from that so-and-so plays.”

The understated, workmanlike style of Lucht especially pleased Young, because he’d gotten tired of showboaters who bashed all over their kits. “He hated for a drummer to drop bombs behind his solos,” says Potts. “He just wanted a little bit of ‘tinkety-boom,’ he called it. Lester’s vocabulary was a world of its own. He had an expression for everything.” Lucht, naturally, became “Cousin Jimmy.”

As the week went on, the old master and his students bonded between sets as well. They would hole up in the third-floor band room, drinking and listening to Young reminisce about the old days. “He was such a nice man with such a great sense of humor—the nicest man we’d ever met,” says Potts. “I don’t remember him saying anything to belittle anybody. Prez fell in love with us because he realized there was no bullshit there—we were so gassed at the privilege of playing with him. We were totally in awe, and we were bending over backwards to do everything we could to please him musically.”

“We were all tasting it pretty good all week,” says Williams. “It just felt so damn good. It was just like party time every night, and we were on a high all week. Everybody was smiling. We were a very happy little band.” It was going so well that the trio hatched a plan to make some home recordings of the shows; Williams had a portable recorder in the band room. “We said something like, ‘We’d sure like to tape some of this,’ and Lester shrugged his shoulders like ‘OK.’”

Potts’ day job at U.S Recording gave him access to state-of-the-art equipment. The young musician had befriended some German co-workers who’d stayed in Washington after coming here to assist in the 1949 trial of American-born Mildred Gillars, dubbed “Axis Sally,” who was convicted of treason for her Nazi propaganda broadcasts on Radio Berlin during the war. “These German girls, they were editors and technicians, and they’d take old tapes and put them through the bulk eraser and splice them together,” says Potts. “I told them what I wanted to do, so they gave some blank tapes to me. They were supernice; they did it as a favor.”

On Friday afternoon, Potts went to the Patio Lounge early to set up the rig: two professional Magnecorders, three microphones, a mixer, a set of earphones, and 1,500 feet of reel-to-reel tape. “I had two machines so we wouldn’t miss a note,” he says. “Lester walked in and saw all the recorders and microphones and said, with a very sad look on his face, ‘Oh no, Billy, no. Norman will kill me.’” Young was referring to producer Norman Granz, to whom he was under contract; he couldn’t afford to jeopardize his most important business relationship.

Young wasn’t going to budge, but the band wasn’t about to give up, either. “We had about a half-hour before showtime, so we put our heads together. There was a liquor store across the street. We got him the biggest bottle of Hennessy we could find and got it gift-wrapped and put a card on it and gave it to him.” The card read: “We thank you for the pleasure of working with the greatest saxophone player in the world.” Lester unveiled his gift and studied the message; after a couple of sips of cognac, he was still staring at the equipment. Then he smiled and said, “I don’t think Norman will really kill me.”

The next two nights’ performances, as well as a matinee, were captured on 13 reels of salvaged 10-inch tape. Earl Swope joined the band for several numbers, and he and Lester hit it off, trading solos like two old friends catching up. “They loved each other,” says Potts. “It wasn’t the first time they had played together.”

When the tapes were released, more than two decades later on Granz’s Pablo label, they helped rehabilitate the reputation of Young’s later years. Here was proof that he was not the “broken man” of jazz lore. “That time in Washington was one of the relatively few surprises for Lester toward the end and he seized it,” wrote Nat Hentoff. “These players in their mid-20s—Potts, Williams and Lucht—so palpably appreciated Lester that their affectionate respect kept coming back to him on the stand. And for this time anyway, he was able to put aside whatever specters of loneliness and fading powers hovered over him in these autumnal years.”

Critic Gary Giddins called Lester Young in Washington D.C. 1956: Volume Three “one of the best Lester Young albums ever….Young’s cool imitators in the ’50s frequently suffocated swing with an airless preciosity, but Young never sacrifices vitality for lyricism….Like Yeats, Lester found the strength to ‘wither into the truth.’”

During the week, the bandmates had dropped by the room at the black hotel where Young was staying. After the gig was over, several days passed and Young paid a surprise visit to the U.S. Recording Co. Potts had assumed that Young would have already left town, but there was Prez standing in his pressed suit looking bemused. Potts was working late, dubbing tapes. “I was surprised he knew where I worked. I said, ‘Prez, what in the world are you doing here?’ He said, ‘I just wanted to be with you, Billy.’”

It wasn’t the last time that Potts saw Lester Young. That spring, the trio drove up to Philadelphia, where Prez was playing at the Blue Note. On the way, they passed the bottle around, and by the time they arrived, they were all pretty juiced. Young was backed by a band including Slam Stewart on bass, but when he saw Potts and the boys at the bar, he asked them to sit in for the standard “Talk of the Town.” It was his way of thanking them for the good time he’d enjoyed at the Patio Lounge.

“He announced us as his rhythm section from Washington and invited us up, which was very nice of him,” says Williams. “We got started off wrong, and the drummer got the beat turned around—Jim was pretty bombed out; we were all drunk—and that got me so goofed up I couldn’t think of the chords. It didn’t click at all. And we only had the one tune, and Lester politely closed it out and we got down from the bandstand and I was totally embarrassed. We left pretty shortly after that.”

A week after Young’s appearance at the Patio Lounge, the Bill Potts Trio suddenly found itself out of a job. Don Hearn’s column in the Washington Daily News, “Tips on Tables,” made the announcement to local night owls: “Demise Dept.: Olivia Davis’ Patio Lounge shutters tonight. Meaning, of course, D.C. loses its best showcase for top jazz names. Possibly the moral of it all could be: There is no business like the nightclub business. And—where are YOU going tonight?”

“I remember being sort of surprised,” says Williams. “I know it was a slow time of year, but everybody goes through that. And then we heard she opened the Merry-Land Club.” Not far from the Patio Lounge, at 14th and L Streets NW, the Merry-Land was a smaller venue and definitely a step down for Davis; she had run the club before, in the early ’50s.

Williams and Lucht still worked the club scene and sometimes rejoined Potts. But a new version of the Bill Potts Trio was soon the house band at the Merry-Land. It included bassist John Beal and drummer Freddy Merkle, another Roosevelt High grad who’d been playing since he was a teen. “Freddy was a very funny guy,” says Potts. “He was great to work with. We did more laughing than swinging, we were so happy to work together. Everybody would ask him all the time where the men’s room was, and he got tired of it. He had a big bass drum, so he had painted on the front of his drum “MEN’S ROOM,” with an arrow.”

In May 1957, the trio, augmented by a horn section, cut a record at the RCA Victor studio in New York. The 11-piece band, featuring the Swope brothers, was called the Freddy Merkle Group, but it was a Bill Potts production all the way. He wrote, arranged, and conducted all 10 compositions, and he played piano as well. Many deem the result, Jazz Under the Dome, the finest big-band album by a Washington ensemble.

Ted Efantis, who played sax on the album, considers it the apotheosis of D.C.’s postwar jazz sound. “This was the ultimate Bill Potts. If you’re talking about the mid-’50s in Washington, D.C., we had our own little golden era. We were original, and we had our geniuses. Potts was an important figure, the most prolific arranger we had, and this town owes him a lot. And Earl Swope, he was the innovator of modern-jazz trombone—nobody played trombone like Earl.

“Washington, D.C., was never a Dixieland town; it was always a modern-jazz town, and it started with Lester Young with Basie. We didn’t dig Ellington, because his band didn’t swing worth a shit. He had great musicians, but it was more of an orchestra. Count Basie and the Woody Herman band the Second Herd—the one Earl played with—those were the bands that this town dug. Basie’s band swung—the time was the thing with that band. It swung.”

Potts acknowledges the Basie influence, but he says that Duke Ellington was a crucial figure as well. “The town loved Basie. Nothing touched the Basie band. There were a lot of bands—’swing’ bands, if you want to use that word—but none of them really came close to having the feel that the Basie band did. But this town loved Ellington, too. Christ, Duke was from Washington, you know? I remember one tune by Duke in particular—Clark Terry was in the band then. It was called ‘The Champ,’ and it swung so fucking hard it’s unbelievable.”

Jazz Under the Dome revealed a new maturity in Potts’ arrangements, which he wrote for the big band and also for quintet. A handful of the new tunes earned a permanent place in the Potts songbook: “555 Feet High,” “Shhhhhhhh!,” and “Pottsville U.S.A.”

Conover, by that time a worldwide phenomenon thanks to his program on Voice of America, which boasted 70 million listeners, penned the liner notes: “For a town where most jazz musicians work day gigs to eat, Washington D.C. raises a lot of awfully good musicians. Earl Swope was about the first one to make it nationally playing modern jazz, and before, well, there was Duke Ellington, of course, but there have been hundreds less famous. Drummer-leader Freddy Merkle, who caused this LP to happen, gives the impression of a man unwilling to resign himself to neglect. Under thinning wisps of blond hair, Merkle directs a detective’s quiet, hot stare into one’s eyes: ‘Everybody was in town at the time,’ he says. ‘I figured it was time to see if anybody would be interested in something from Washington again….This is like a diploma to some people. Just to be on this album!…You’ve got to find the right cats to play with.’ Among the cats one finds in Washington is Bill Potts, a craggy, frosted-black-wire-haired iconoclast and post-cynic whose writings for THE Orchestra showed him to be as good as any big band composer-arranger around, and better than most. His piano playing is as good as his writing.”

Potts’ work gained him the attention of Herman, who hired him as pianist for several cross-country tours. Herman’s was one of the last classic big bands still on the road, at a time when it was hard to break even traveling with such a large outfit. Potts bonded with Bill Harris, a veteran of the Earl Swope-era trombone section in the Second Herd and one of jazz’s legendary practical jokers.

“We were playing the Cherry Hill Country Club in Philadelphia, and one of the waitresses took a liking to us and we got free martinis,” remembers Potts. “They gave us dinner afterward, and everybody got a steak. And Bill took a sugar bowl and started pouring it on my head, and he took a glass of water and poured that over the sugar, and it was running down my face. We made such a mess of that country club that Woody made a speech afterward: ‘Thanks to Bill Harris and Bill Potts, we’ve been told that we’re never invited back to Cherry Hill Country Club.’”

Herman was one of the most beloved big-band leaders, a generous and fun-loving guy adored by his men. But once Potts, spurred by more free rounds of martinis, pushed him too far. “We were in Texas, playing some bar, and Woody said to me, ‘Play like Count Basie.’ And I said, ‘I am Count Basie.’ And he said, ‘You’re also fired.’ There was an awful lot of drinking going on, including his. But I went back with him a couple more times. We hit just about every state there was.”

Back in Washington, Potts continued to find steady work on the club scene. He sometimes played the Merry-Land with his first wife, Marge Potts, who backed him up on a bongo Potts had made out of a pickle barrel. He even briefly revived a new version of THE Orchestra with Shirley Horn on piano; the band appeared at the Spotlite Room on Rhode Island Avenue NE.

Leading her own trio, Horn had been a regular intermission act at the Patio Lounge. She eventually joined Davis at her new digs at the Merry-Land, but things weren’t the same. By late 1957, Davis didn’t have the budget or the venue to book national acts on a regular basis anymore. To survive, she finally did what many club owners of the era did when they needed to get customers in the door: She went burlesque.

The downtown scene was changing, and Davis was simply changing with the market. Vibraphone player Lennie Cuje is one of many jazz musicians who worked at the burlesque clubs. “Anything to pay the bills,” he says. “If you’re a musician, you learn to play anything.”

By the late ’50s, says Cuje, the downtown jazz scene was in its death throes. “The scene here crumbled. The rock ‘n’ roll took out the jazz. The titty bars—with those topless dancers—took out the strippers, the girls like Natasha and Trudine the Quiver Queen. Those girls were real performers—they had a real show, with expensive clothes. But that was the end of the strip scene, too. By the early ’60s, I moved to New York. Most of the cats left town, went to New York or on the road, because the scene here was gone.”

In the spring of 1958, Potts and his girlfriend, Barbara Kleinkopf, went to hear Billy Eckstine at a club on U Street NW. A secretary for a downtown law firm, Kleinkopf was a jazz fan. She loved Eckstine’s singing and she loved Potts’ music, too; she was soon to become Potts’ second wife. After the show, they walked over to Potts’ 1952 MG TD, and he gave her the keys. “I had a little too much to drink, and I had a couple of half-pints in the glove compartment,” he recalls. “So I asked her to drive.”

They headed back across the river to Arlington, where Potts lived. Not far from his house off Wilson Boulevard, Kleinkopf lost control of the convertible. “She had never driven an MG, and she didn’t realize how little you had to turn the wheel to corner,” Potts says. “She went around a curve and spun off the road and crashed the right side of the car, and it threw me out. I slid under the car, and it parked right on my chest.”

Though in shock, Potts managed to roll the car off himself; Kleinkopf emerged from the wreck unscathed except for her broken glasses. “The funny bit was,” Potts says, “it made a helluva noise when we hit the concrete embankment and all of the dogs in the neighborhood were barking, but not a soul in any of the houses came out. It was 2 or 3 in the morning. As soon as I got out from under the car, I told her to get those half-pints and throw them into the woods.”

Then Potts realized he couldn’t walk. The X-rays at Arlington Hospital revealed a crushed vertebra. He had also temporarily lost use of his right leg, the one he’d used to push the MG over. For the next three months, he wore a body cast.

During his convalescence, Potts got a call from New York. Producer Jack Lewis was looking for an arranger for a new version of Porgy and Bess. George Gershwin’s folk opera was in the midst of a large-scale revival. A big-budget Hollywood film starring Sidney Poitier and Dorothy Dandridge, and with a score by André Previn, was in the works, spurring a deluge of records, mostly interpretations by pop singers: Harry Belafonte and Lena Horne, Sammy Davis Jr. and Carmen McRae, plus dozens of others.

Lewis wanted something different: a jazz treatment, fully orchestrated, performed by the best soloists in the business—a “completely musical version,” he later said. “Lyrically, the opera is so restricted. The songs have always been sung in the same way.” Potts’ fiery arrangements for Washington bands had impressed Lewis, and he knew he’d found the man for the job.

Thirty years old, with a broken back and newly grown beard—the body cast made shaving a chore—Potts embarked on the biggest project of his career. He had a pay advance, a copy of Gershwin’s score, and a stack of recordings of the opera that Lewis had gotten for him. “I wasn’t familiar with it at all,” Potts says. “So I really studied that score. I wore out the records. I listened and studied for six weeks before I wrote the first note.” Potts decided to follow the sequence of Gershwin’s story line. “I wrote from front to back,” he says, “because I wanted to preserve the feel of the opera.”

By the end of the year, Potts had finished his score. In January 1959, he was in New York, the reams of sheet music stuffed into a suitcase that Kleinkopf had bought him, to bring it to life. As chief jazz A&R man for United Artists, Lewis had a lot of pull, and he had assembled a 19-piece band that boasted some of the greatest jazzmen of the era. Some were Potts’ old buddies from Washington, such as Earl Swope and Markie Markowitz. Others were pals from the New York scene: Al Cohn and Zoot Sims and Phil Woods and Gene Quill, acclaimed sax players of the young generation. Then there were grizzled legends such as trumpeters Charlie Shavers and Harry “Sweets” Edison, star soloist with Basie’s classic late-’30s band. The rhythm section was Charley Persip on drums and George Duvivier on bass. On piano was Bill Evans, soon to make his name on Miles Davis’ Kind of Blue.

The sessions for The Jazz Soul of Porgy and Bess were held three consecutive mornings at Webster Hall, a studio renowned for its acoustics. In later years, when Potts worked as a jazz instructor at Montgomery College, he’d often exhort his students, “Swing, or I’ll kill you.” No such threats were necessary at the Porgy and Bess sessions: These musicians could swing in their sleep, and they were accomplished enough to tackle the complicated arrangements. “It was a crackerjack band,” says Potts. “They were all five-star sight-readers and five-star improvisers. Those charts are hard. They’re very difficult to read, let alone play. That’s why we did it at 9 in the morning, when they hadn’t already done three other sessions that day, when everybody’s chops were fresh.”

Despite the ungodly a.m. hour, the sessions had a festive atmosphere. Shavers and Edison were always cutting up, keeping things loose between takes. “They were very funny,” says Potts. “I remember that the first person to get there every morning was Charlie Shavers, with a quart of Cutty Sark. He was feeling no pain.” After the morning’s work, the musicians would celebrate at a nearby bar, Charlie’s Tavern or Junior’s. It was like those magical nights with Young at the Patio Lounge: Everything seemed to be clicking.

“By holding his sessions at 9 a.m., Lewis broke the myth that great jazz can only be blown late at night in darkened studios,” wrote Don Cerulli, editor of the Jazz Word.

One of Potts’ greatest skills as an arranger was his ability to bring out individual voices in the big-band setting. For Porgy and Bess, he wrote with certain soloists in mind. He found a spot for Earl Swope on “A Woman Is a Sometimes Thing,” and for Shavers and Woods on “Bess, You Is My Woman.”

On the arrangement for the plaintive “My Man’s Gone Now,” Potts gambled on trumpeter Markowitz, an alumnus of THE Orchestra. It was a plum assignment, and it caused some grumbling. “I wanted Markie to do it, because I knew what he could do with it,” says Potts. “And all these name musicians, they were wondering why I had given that part to him. When we finished, we had a good take, but I said, ‘One more time.’ And he played it just as beautiful as he did the first time. I was trying to prove a point to the musicians in the band who had a much bigger name than Markie did. They all fell in love with him. He moved to New York after that and got very busy in the studios.”

Evans was another given the chance to shine. He lived in New Jersey, had no car and didn’t drive anyhow, and had no idea how to get to Webster Hall, which was on East 11th Street. “Jack Lewis had to go across the George Washington Bridge and pick him up and bring him over,” Potts recalls. “And he was absolutely amazing.” On the ballad “I Loves You Porgy,” Potts spotlighted Evans, and it is one of the most moving moments on the record. Later, on his 1961 classic Live at the Village Vanguard, Evans re-created this shimmering passage in homage to Potts’ arrangement.

From the opening romp Potts made of “Summertime,” it was gangbusters all the way. In fact, the band just barely beat the clock. “We got to the last tune, ‘Oh Lawd, I’m on My Way,’” says Potts. “This is a very, very hard chart, and it features solos for everybody in the band except the pianist. And we had seven minutes until we went into overtime. The president of United Artists is there, and he says, ‘No overtime—we’re already over budget.’ So we did that in one take and finished right before the second hand hit.”

In the fall of 1958, with Potts still recovering and immersed in the work on his Porgy score, he was visited in Washington by Previn, who recounted their meetings in the liner notes. “[I]t was Bill’s habit to begin these musical discussions with me while seated in his small open sports car [Potts’ MG, which he had had rebuilt] and considering that I, as a Californian, have grown more and more thin-blooded, I can think of no better compliment to Bill’s ideas and opinions than to say that I hardly noticed the cold….Bill Potts is an originator in the truest and best sense of that word. It is impossible to hear more than eight bars of any of his arrangements without recognizing the man behind the pencil….The personnel of the orchestra conducted by Bill Potts is indeed a gleaming one…and the band plays with an esprit and a precision hardly ever encountered in a ‘one-time-together’ studio ensemble.”

When the recordings were released the next year, reviewers agreed with Previn’s preliminary assessment. The Jazz Soul of Porgy and Bess was hailed as an instant classic, in the same league as the 1958 masterpiece by Gil Evans and Miles Davis. Down Beat gave the record its highest rating, five stars: “An immediate and obvious comparison will arise between this album and Miles Davis’ Porgy album. It should be dismissed. All they have in common is that they are the two outstanding instrumental Porgy performances in the rash of recent releases of discs inspired by the movie….Their purposes are different and so are their final effects. This LP…is actually truer to the spirit of the Gershwin music than the Miles-Gil album was or was meant to be. And it establishes Washingtonian Bill Potts as a major arranger….This is a beautiful, beautiful album.”

The decades since have only reinforced the early acclaim. The Jazz Soul of Porgy and Bess has been reissued twice and has achieved cult status, especially among musicians. In 2000, Dr. John gave a testimonial in a column for the British music magazine MOJO: “This was the first real concept album I’d heard, a bunch of guys playing these songs, staying true to them but making a picture of it….This was a sound you could get into when you were loaded. It was a big band record but it didn’t have a real big band sound. It was real warm, a personal kind of record that didn’t sound like any other record at the time….A record like this meant a lot to us because it was a guy who’d slipped it through the record company bullshit.”

In last year’s Stardust Melodies: The Biography of Twelve of America’s Most Popular Songs, Will Friedwald wrote, “There have been other occasions when Gershwin’s lullaby has been reborn as an up-tempo…but the Potts version, with solos by Sweets Edison and the two-tenor team of Zoot Sims and Al Cohn, is a rare instance in which ‘Summertime’ can be said to kick butt.”

It’s a fitting remark, especially given that it was Edison who played alongside Young in the same Count Basie band that had first cast a spell on the teenage Potts. Using what he’d learned from his idols, Potts had taken one of the most familiar tunes in the American songbook—that languid lullaby everybody has hummed at one time or another—and found a way to make it swing. And swing hard.

Potts says he later realized that Young would have made the perfect foil for the sax section at the Porgy and Bess sessions. At the time, Young was living nearby at the Alvin Hotel, drinking heavily and seeing few visitors. “I was living at 52nd and Broadway, just a few doors down, but I didn’t know he was there,” says Potts. “I’m still kicking myself in the ass because I didn’t think of trying to get him to play for us.”

In the early spring of 1959, not long before The Jazz Soul of Porgy and Bess was released, Young died in his room at the Alvin. He had suffered an esophageal hemorrhage, the result of chronic alcohol abuse. “I read in the paper that he had died,” recalls Potts. “It was a very sad story. They were fighting about where the body was going to go. It just made me remember what a sweet man he was.” CP