CC: When I joined James' band in 1990, we all met in the Vineyard. I had been in Japan doing some gigs with other people, and I remember I was learning James' music in the hotel room in Japan preparing for the rehearsal.

LS: How did you do that?

CC: They sent me tapes of the tunes, and I also had CDs. I'd write out a chart and musically notate anything that I thought was an important part of the orchestration or accompaniment, something that I thought I would be asked to play.

LS: At that point they hadn't used synthesizers?

CC: That role had never been played before, so I was making that up. One of the things that I enjoyed was the times when I was left on my own to come up with what my role was going to be. I started playing the orchestra parts on synthesizer, like marimbas on "Mexico," some kind of glockenspiel bell parts on "Shower the People," string parts on "Up on the Roof," and that kind of stuff. I used the synthesizers to imitate the real instruments that had been used in the arrangements on the records

LS: Did James ever discuss why at that point he decided to add a keyboardist?

CC: I think part of the reason was that the music was going in a direction where they were starting to use multiple keyboard parts on the records. And while Don was capable of doing anything, really, his love was just to sit there and play the piano and not to have to deal with any electronics or programming. So by having me there, it freed him up to just relax and play the piano, and I could do all that other stuff. I know that that was part of it.

LS: So that really gave a huge new depth to what you guys were able to do live.

CC: Yeah. It was a really full sound. Even on traditional James tunes, like "Your Smiling Face" and "Handyman," with Don playing piano and me playing organ, you had that big rock band thing, that R&B sound. It was fun.

LS: So, back to joining the band... you all met in the Vineyard?

LS: What do you mean?

CC: What I meant was, yeah, of course they need us. I mean, you're gonna get up on a big stage and play in front of a lot of people, you gotta have the instruments. But really, the music sounds beautiful with just voices and guitar. So I remember saying to myself that if I play any notes, every note has to mean something. That whatever we do, we need to find the spaces that need color and different types of density.

CC: We recorded New Moon Shine mainly in New York. James had most of the music written, and we went to a studio and rehearsed. I also remember Don and James coming over to my house and kind of mapping out "Shed A Little Light" and discussing how we were going to record it, because it has some tempo changes. But basically we rehearsed as a band and then went into the recording studio and cut the basic tracks.

LS: And let's say you're hearing "Shed A Little Light" for the first time, how do you hear it? On tape, or does he play it live?

CC: Usually he's sitting there playing it for you.

LS: On his guitar? And just singing along?

CC: Actually, in that case, he wrote "Shed A Little Light" on a keyboard, because he plays a little piano. Then he showed it to Don, and Don showed it to me. Sometimes he'll have made a very simple little cassette tape of him playing a song, which you can learn from. But a lot of times, it's just him sitting there playing for you on the guitar. Jimmy and I usually make a little chart -- a road map of the song -- for ourselves as fast as we can without breaking the flow of the creative process.

CC: Hourglass was different from New Moon Shine. The intention with Hourglass was to get together and record in this rented house on Martha's Vineyard in a more informal environment. Meaning that James didn't want to be in a commercial recording studio in a big city where not only was the atmosphere different, in that maybe you had other people coming and going, but you also had to watch the clock because of cost. We were using less expensive recording equipment, too. It was state-of-the-art stuff in its own way, but we were using what people often refer to as project studio recording equipment. It's less expensive stuff that even laymen can buy to record with instead of a Sony 48-track digital machine and all the bells and whistles of a big city recording studio.

LS: Isn't that a little ironic, then, that the album received a Grammy for best-engineered album?

CC: Yeah. Also, James didn't want the pressure of saying that we were making a record. He just wanted to spend a couple of weeks experimenting and recording. And if he liked what he got, he would finish it and release it, but there was a possibility that it would just serve as a demo, as preparation for what would come later.

LS: WOW, that's interesting!!

CC: And that was reflected in the recording equipment, the location, and the amount of people that were involved. It was just me, Jimmy, Carlos and James, just a quartet.

LS: Not even another guitar?

CC: Not even an electric guitar. There was an engineer and an assistant, and that was it.

LS: Wow, that's amazing!

CC: But James liked what we did. And they took the tapes to New York and transferred them from the DA88 format to the Sony 48-track digital machine, and then overdubbed in New York and L.A.

LS: Overdubbed what?

CC: Branford Marsalis on saxophone and more synthesizer and keyboard parts. Edgar Meyer came in and played bass on a song, Yo Yo Ma played cello, Stevie Wonder played harmonica. Shawn Colvin sang backgrounds on "Yellow and Rose." Then he took the tapes to L.A., Kate, Val, David and Arnold put their background parts on, and Bob Mann overdubbed on guitar.

They mixed in New York, but the basic tracks, the bass and drums and most of the basic keyboard parts, were just what we played on Martha's Vineyard and nothing more. So while they were overdubbing, they tried to be very conscious of maintaining the space and the simplicity of what we had done.

Another aspect that was different from New Moon Shine was that he hadn't written that many songs -- although it's hard to put a number on it. We recorded "A Little More Time," "Line 'Em Up," "Enough to Be On Your Way" and "Up Er Mei" first, but after THAT, James just started breaking out these ideas, these parts of stuff,

LS: You say that he had written some songs, so I assume you mean that he was still then writing the others?

CC: Yeah. With a tune like "Jump Up Behind Me," he had no lyrics, no title. It was just this idea of some chords, and we put together a rhythm track. He wasn't sure what he was going to do with it. He wrote the lyrics to that in the absolute final hour.

LS: That's amazing!

CC: And it turned out to be really good.

LS: YEAH! (laughs)

CC: He started showing us "Ananas," for which he had a verse and a chorus. He hadn't written all the words, but we started jamming. I started playing what became the signature opening figure in the keyboard part, which the vocalists ended up doubling. James said that he liked that. And then he said, "We'll go into a verse, and then we'll do another verse. Then we'll do a chorus, then we'll go back to a second verse. Then we'll use that figure as an interlude to set up a guitar solo, which will be over the verse. And then coming out of that, we'll do the latter part of the verse, then another chorus. And then we'll repeat the chorus and go back to the intro figure. And it worked. So all of a sudden, that tune came about from a sketch to a whole form, right there.

LS: Right in front of your amazed eyes.

CC: Right.

LS: That sounds like a fantastically creative process and experience!

CC: It was... how do I say it? It was the most rewarding experience I've ever had playing popular music in a recording studio with an artist. We all had a chance to contribute in an unprecedented way, even though we had been playing in the band for years. And Carlos was coming up with drum grooves that were giving these tunes identities that in some ways was unprecedented. I mean, he had played on several records, but he was reaching a new level in terms of his contributions.

For example, James was teaching us "Another Day," and Carlos came up with this drumbeat that he said he had learned from Brazilian music. It was a really subtle but clear departure from a traditional approach. In other words, he brought in other influences and found a way for them to work with James' music. He was able to incorporate stuff that he had drawn from other musical histories to really make the music unique.

LS: How interesting!

CC: Regarding my work, up to this point, when we first play any James Taylor song, often one of the first things I would think of was, "What would Don do?" I was so taken by the way Don played and accompanied James, and I was just so used to hearing Don play. But at the time we were recording Hourglass, Don was in the last month of his life. He was very ill, and couldn't be there.

So I was playing this piano part for "Another Day," but there was something about it that wasn't clicking. It didn't sound like it was right for this moment. It sounded like I was playing on some older recording session of James' from the '70s or something. So either I or somebody else suggested that I play synthesizer instead of piano. And it worked. It was an example of me integrating the synthesizer into the basic tracks to give the song a different mood and identity. And on "Up Er Mei," I had this idea to play a very ethereal synthesizer sound on the basic tracks. When I was doing it, I was thinking, "I like this stuff, but can I do this on a James Taylor record? I mean, this is different!" So I asked everybody, and they said, "Go for it. This is a new day. Do something that you like doing. Go for it. Try it."

LS: Are you sort of telling me that you were stepping away a little bit from thinking about Don and going more into the Clifford Carter head?

CC: Yes. I was always keeping Don's approach in my mind, and there were certain tunes where I would think about what Don might do. But then I would think about what I might do in terms of keyboards. So tunes like "Up Er Mei" and "Another Day" would reflect my approach, where a tune like "Enough to Be On Your Way" was me playing Don, and I loved doing that. So each tune was a constant inner conversation. What is the most appropriate thing for this? How can this tune come to life and have an identity? It was a combination of my approach to keyboards and different musical histories and experiences that I had independent of Don versus Don's style of accompaniment. So it was an intense experience, because it was the first time that I was the only keyboard player in a James Taylor tracking session.

LS: And Don passed away right around this time?

CC: We recorded the basic tracks in May, and Don died June 1st. He heard what we did, and died within weeks. It was devastating. It was also kind of a catharsis. Although Don wasn't there, I felt his presence. I was working along, kind of being guided by Don's standards.

LS: It sounds like a very bittersweet time.

CC: Yes.

LS: Is there anything else that you want to say about Hourglass?

CC: It amazed me that what was released as Hourglass was everything that we played. Everything. Not one thing that we recorded was trashed. I mean, there would be multiple takes, and James chose which take of each song. But every song that we recorded became Hourglass. Which is pretty amazing given the fact that the intention going in was an experiment. Even the long fade on a tune like "Up Er Mei," at the very end you can hear Jimmy Johnson playing these quick little licks. James used EVERYTHING. It was very rewarding that he did that, because it was real music put together in a very organic, spontaneous way. I was really honored to be part of it and proud of what we did. It was also very rewarding that it was received well.

LS: I've always been struck by the song "Look Up From Your Life."

CC: That was amazing to me. Again, James said, "I've got this idea. I don't really know if it's any good or what it is." He wrote it on keyboards, and he shows it to me, and he only had like a verse and a chorus. He hadn't written all the words. So we started playing it, just keyboard, bass and drums. He didn't even play guitar on it. And I'm sitting there going, "MAN, this is amazing." Here I'm recording a James Taylor song, and I'm the only one playing chords. It was just a great experience. And the song is an amazing song. A lot of people, including myself, wonder where it came from and what it's about. I think some people associate it with Don or something, but James has said that it had nothing to do with Don, that it was really just him talking to himself, because he had a lot going on in his life too.

LS: That's interesting. Valerie Carter said that when she hears it, she sees Don's face.

CC: Right, well that's the beauty and depth of James' music or any great song. That people can interpret it different ways and it can still be valid. And who's to say that unconsciously maybe it did include the reality that Don was ill and that his death was imminent. It's possible that even James doesn't know.. A lot of his songs often have a substantial part that seems very clear, but then there'll be a line or two here or there that it's not clear. It could be taken a lot of different ways. And I think that's one of the identities and the wonderfulness of his poetry.

LS: What an exciting, creative experience it must be to work with him!

CC: It was. Hourglass was unbelievable. For a sideman to be included in an artist's recording, that's as good as it gets. Being a player on a project like this, it doesn't get any better than that.

CC: One significant thing for me happened during three gigs at the end of a short tour in the fall of '93. It was the first time I played live as the only keyboard player, because Don was asked by Paul Simon to play with him for a month. When we did these three gigs, we never really rehearsed with just me on keyboards without Don. I just did my own personal homework. We ran a few things down in the sound check, but that was mainly for the vocalists. I stepped in and did it, and that was intense because I took it as a sign of faith in me from James. I don't really know what it was, but he was comfortable with it, and it went well, and I felt good about it.

And the other thing I really remember was that David Lasley gave me the sweetest card, a note saying "Thank you very much for the preparation that it must have taken to do this. I appreciate the effort that you made, and it truly shows your love for this music." It was the sweetest thing in the whole world. It actually floored me, and I'll never forget that.

CC: Yeah, I called everybody that wasn't going -- because we were going in a smaller configuration -- and I just wanted everyone to know that I was thinking of them. Don used to do that for me. There were a few gigs that didn't involve me, like one time they went to South America for about three weeks, and James couldn't take everybody. Don would call when he got back and say, "We really missed you." It just makes you feel really great.

CC: Regarding other anecdotes, I'll tell you about the time I broke my toe on the way from the dressing room to the gig bumping into Valerie.

We were in Houston, Texas and it was REALLY, REALLY hot, and I played the sound check with no shoes and socks on because it was just so hot. I asked everybody, "Can I play the show barefoot, or is that just tacky?" and they said, "No, no, you can play barefoot, it's OK." So I'm in the dressing room, and it's a little before we're supposed to go on. Bob Mann brought something up, so we got into it a bit. We're having this serious discussion, and all of a sudden one of the crew guys comes in and says, "Aren't you on this tune?"

LS: Oh no! (laughs)

CC: And this was like a nightmare, because I have recurring nightmares at the end of every tour that I'm supposed to be on stage, and I can't get there. People are blocking me, I can't find it, and so this was like my nightmares. My heart skipped a beat, and I hear the beginning of "Another Day." So I take off running as fast as I can. And all of a sudden, Valerie appeared from nowhere with these big shoes on. And I have no shoes on, and I run into her, and I hit my toe. I know that something's wrong, but I keep running toward the stage, and I embarrassingly walk on in the middle of the tune and start playing.

LS: (laughing) Did James look at you???

CC: No.

LS: (more laughter)

CC: So, I looked down, and the toe on my right foot is pointing to the right in a way that's completely bizarre. And I'm freaking, and I'm in some pain. But the mental anguish, knowing that I've got to sit here and play for close to an hour, was freaking me out . I couldn't use my right foot, I had to do things with my left. The keyboard tech brought out a bag of ice, and the singers are looking at my foot, and they're going "Ewwwwwww, God!" At intermission, the keyboard tech and a paramedic walked me offstage like a football player coming in to the sidelines, and the paramedic straightened my toe out.

LS: And, of course, this became great fodder for James when he introduced you at subsequent shows.

CC: Oh yeah, it became a whole rap. Once he said that I kicked a kid, or a dog. Sometimes he would say that I ran into Valerie, or sometimes he would say that Valerie broke my toe.

CC: OK, here's an insane bus story. It was our first bus trip with the new band, and we were on the way to do our first gig in Maine. Our bus driver had this "bus girl" named Beth who he brought along to help out. It was late at night, we're on our way down the road, and all of a sudden, we look up, and the driver is back by the refrigerator making a sandwich,

LS: Oh my God, oh no!

CC: We were still moving, and we're going, "What's happening???" And he goes, "Well, Beth is driving the bus." And we just got with the road manager, and said, in the immortal words of George Bush, "This will not stand."

LS and CC: (laughter)

CC: So that never happened again, but that's pretty legendary. And then there was the bus driver who quit after the first couple of days because we were just so "white bread." He wanted to be on a rock n' roll tour. The stuff we would talk about and the stuff we would do was so boring to him that he quit the tour. He wanted another tour. He wanted some rock n' roll action!

LS: That's so funny!

CC: One time we were on a long tour, and everybody decided to do some spring cleaning because things had started accumulating, and there was all this stuff on the bus. And it was like, "Who does this belong to?" We started to weed out and throw out stuff, and we were laughing because there'd be a pair of shoes, and nobody knew whose they were. It was like, "Whose SHOES are these???" And so we'd just throw them out. Or we'd have five bottles of ketchup... we don't need five bottles of ketchup, you know.

LS and CC: (laughter)

CC: Don was so funny, he was so methodical and so meticulous. He loved routine. One summer he had this thing where he was only going to bring a certain amount of clothes, and every night he was going to wash one pair of clothing in his room, so he would come on the bus the next day with the wet stuff on the hanger. Then at the end of the night he would take that back to his room and then switch it. It was just hilarious watching people going through their different routines. I used to be known as the person who could fall asleep anywhere, anytime.

LS: Do you guys talk about the concert, not just from a music standpoint, but how the audience was?

CC: Oh sure, definitely. We'll say, "Did you see that guy in the first row in the middle of 'You've Got a Friend' who was on his cellular phone?" Or, "Why does the person in the second row have to have binoculars?" And, "Did you see the girl dancing in the aisle who got into a confrontation with somebody, and the next thing you know there's a fist fight going on with another woman, and she's being dragged out of the hall?" I mean, this is a James Taylor concert, it's not like, you know, AC/DC or Motley Crue.

LS and CC: (laughter)

LS: Now in Europe during the 1999 tour, I understand you guys had one bus.

LS: Tell me about that funny thing that you blow into on "Jump Up Behind Me."

You blow air into this thing and set the synthesizer up so that unless you blow into it, no sound will come out. You play the keyboard with your hand like a normal piano, but unless you push air through while you're playing the keyboard with your fingers, no sound will come out.

LS: Regarding James' older songs, how do you keep them fresh? I would imagine you can't keep playing those songs the same way year after year.

CC: On some things I take a very similar approach from year to year, and other things evolve. It depends on the song and how specific the original part was and how integral it was in creating the identity of the song.

James got so tired of the arrangement of "Steamroller" that we were doing in 1990, he said, "I just can't do this anymore." He was ready to scrap the whole thing. But then we kind of simplified the arrangement and changed the tempo, changed the feel. We've done that several times, so we have different versions of "Steamroller." Depending upon what James' mood is, we're always toying with that tune and doing it in different ways.

The interesting thing is that people love that song, and if they didn't request it he would never do it.

LS: Request it, like yell it out at concerts?

CC: Yeah. If they didn't constantly yell for it, he would never do it, because he's had it, he's had his fill of that. But he knows it makes them happy, and so he does it. The reality is that it's a novelty song. A lot of people take it seriously, but to James it is a novelty. He wrote it as a reaction to the blues music that a lot of young white kids were trying to play, and he thought it was a bit presumptuous of them to try to do that. But if you listen to a lot of old blues, which I do, you actually realize the genius of that song. Maybe genius is a bit dramatic, but it's clever. Not only is it kind of funny unto itself, but it's right out of the mold of real serious blues music. There are so many different songs where one guy is saying, "I'll be your cross-cut saw, baby," and "I'll be this" and "I'll be that." And you realize that's what James is goofing on. It's just a goof.

LS: Not to mention that it's a goof on his own supposedly mellow persona.

CC: Yeah. One night in Chicago in '91, he'd been talking about how he was sick of "Steamroller" and the arrangement and everything, so he actually said to the audience, "This is the last time we're ever going to do this, because it SUCKS."

LS and CC: (laughter)

CC: And everybody was going, "Woooahhhhhh, this is not the good old gracious James that we've come to know." But the fact that he exorcised that emotion and that perspective and that little demon, I think it freed him up. Because he sang the shit out of it that night. I mean he really laid into it, and I think it liberated him. And when we got back together the next year, he came up with another arrangement, and it gave it a little new life.

LS: What song would YOU rather never play again?

CC: I'll answer you in a different way. I can't think of any song that I don't want to play with James, but I will say that he has a habit of wanting to come up with a cover tune for a summer tour, like "Not Fade Away, or "Summertime Blues." Some song to use as an encore. So somewhere around '94-ish, he wants to do "Land of a Thousand Dances."

LS: Oh NO (laughter)!

CC: And I'm going, "WOAH," and I'm thinking that this is the first time he's taking a left turn and I'm not sure this is the right fork in the road to go. But I will say that I was completely impressed and inspired by the fact that he made it his own. He was completely hands on -- as he always is -- in the arrangements, and the way he sang it was GREAT, and it grooved and I got into it. It was a kind of pop/R&B groove that worked, because he committed to it, and he pulled it off.

LS: You got to go back to your boyhood roots when you sang with James on the European tours when James toured with only one or no background vocalists, didn't you?

CC: Right. It was something, though. When the sound guy says, "OK, Cliff, could you sing something so I can get a sound on your microphone?," so I've gotta sing a solo that you can hear. And James is standing right there. He's never heard you do that, and you're, like, "OK, I've gotta do something good, because I don't want to suck."

LS: (laughing) But he wouldn't have asked you if he didn't think you could do it, right? I mean, you didn't go, "James I want to sing vocals."

CC: Actually, I did.

LS: Oh, you DID?? Sorry.

LS and CC: (laughter)

CC: We were in rehearsals in '98, and James said, "I want to try this song called 'Music.'" I had listened to it, and I said to him, "OK, we can try that song on one condition." And, of course, I'm joking, but with serious overtones. I said, "Could I take a stab at singing the background part in the bridge?" And he said, "Yeah, sure." So I tried it, and it worked, and so I did that and some other harmonies too.

24th Street Band (L-R) Hiram Bullock, Will Lee, Steve Jordan and Clifford Carter

LS: Getting back to your work as a keyboardist, which James Taylor song do you love the most? Which is the one that you'd want to play every time if you could?

CC: Well, when we recorded the song "Gaia," I was going, "This is it." That was one of the times in my life where I was thinking, "I was born to do this." I was proud of that, and I was honored to play on that song because it was really close to my heart.

I love playing with the band. I love Kate and Val and David and Arnold, Bob and Jimmy and Russ, and working with them is very special. It's just a very special thing.

Billy Payne once said that James' gig is great for a keyboard player because you get to play so many different styles. I love so many different types of music, and getting a chance to play with James, you get to bring all those different histories in, and you do it in subtle ways. There are not that many bands where you get a chance to play all those different styles. That's a great thing, and I appreciate it.

Clifford Carter continues to work with James Taylor and write music with an eye to recording another solo album. Later this month (October), he will play the Blue Note Clubs in Tokyo, Fukuoka, and Osaka (Japan) as part of a group called "Ralph MacDonald and the New York All-Stars" led by percussionist/songwriter Ralph MacDonald. In December, Clifford will play in a band led by Don Was to honor Chuck Berry at the 2000 Kennedy Center Honors. Also in December, as he has done for the past two years, he will visit Denver to play piano with the Colorado Symphony, conducted by Marin Alsop, as they perform a contemporary gospel adaptation of Handel's Messiah. He will also perform this piece with the Concordia Symphony in New York. Earlier this year, Clifford's keyboard work was featured on the soundtrack of the John Singleton film Shaft starring Samuel Jackson, and he recently worked on the soundtrack for the upcoming Nora Ephron movie starring John Travolta and Lisa Kudrow called Lucky Numbers.