The Making of "Runaway"

In the spring of 1961, a fresh face appeared on the music front. The man's name was Del Shannon. His song called "Runaway" was every bit what the title so aptly suggested, a runaway hit. How did this rock anthem of popular culture begin? Where did this Del Shannon come from? What's the secret of "Runaway's" success? And what circumstances of events led up to the writing, recording, and release of this immortal and monstrous hit?

The story begins in Battle Creek, Michigan, otherwise known as "The Cereal City." This is due to the fact that Kellogg's and Post Cereal companies are headquartered there. On a cool day in late 1958, Del Shannon (whose real name was Charles Westover) stopped in a gas station located on S.W. Capitol Avenue in the heart of downtown Battle Creek. It was there that Shannon spoke with a friend, Jim Ray, who worked for the Progressive Oil Company. Shannon asked Ray to be introduced to Doug DeMott, who was the leader of a country band at a local lounge known as the Hi-Lo Club. Later that evening, after being introduced to DeMott, Shannon tagged along with Ray and DeMott to a party in nearby Urbandale. There, Doug and Del jammed out on guitars all night, entertaining DeMott's friends at the party. Impressed with Del's guitar picking, Doug offered Shannon a spot in his band, The Moonlight Ramblers. DeMott's current guitar player would be leaving in two weeks and he needed a replacement. Shannon did not hesitate to join the band; this was the beginning of his professional career.

The Hi-Lo Club was a honky-tonk bar and club where the performers and audience shared an experience of rapid social change. The rural way of life in America was slowly dying. The Hi-Lo was the place to go in town for drinking and dancing in a frontier-like area where police supervision was lax (It wasn't uncommon for minors to frequently sneak into the club). Owned by Larry "Pa" Gilbert, the Hi-Lo Club was a place where the Kellogg Company factory workers could come to relax and unwind.

The Hi-Lo proved to be a rough club. Knifings and bottle throwing were not an uncommon practice. Doug DeMott soon found himself in trouble and at odds with the owner, and it wasn't long after Shannon joined the band that DeMott was fired for his drinking. Gilbert took an immediate liking to Shannon, and hired him as the new front man.

Shannon kept one player from The Moonlight Ramblers. Loren "L.D." Dugger, the bass player, was an older man in his 40's but looked like he was in his 60's from all the booze he poured into himself on a nightly basis. Dugger worked by day at a local tire shop as a mechanic. Shannon picked an 18-year-old kid by the name of Dick Parker as the drummer for his new band. Parker remembers, "Del came out to my house one day, and parked this ugly Saab across my lawn! He told me he needed a drummer for a new band he was putting together, and asked if I could help him out for a few nights a week. I was currently unemployed, so I said 'yes.' That solved my problem." It turned out, in retrospect, Shannon was looking for someone else, and through misinformation came across Parker by accident.

Del Shannon, then still known locally as Charles Westover, went in with his new band consisting of Dugger, Parker, and himself. The band was known as Charlie Johnson (Shannon's stage name at the time) and The Big Little Show Band. Soon after the band started playing at the old Hi-Lo, Shannon hired a fourth member, Dick Pace, of Kalamazoo. He was a guitar player who didn't last too long as he had a large family to support. Pace up and left for California fo a better gig at Knott's Berry Farm. Shannon quickly replaced Pace with Bob Popenhagen, a left-handed guitar player and Battle Creek local. Popenhagen played with the band through the early months of 1959 when he to become a front man for another local establishment. Shannon now found that his band was hurting for sound.

Parker suggested Shannon hire a keyboard player, Max Crook, from Ann Arbor. Crook's former group, The White Bucks, had recently disbanded after an unsuccessful single on Dot Records in February of '59 (although the single fared well locally). Parker was quite impressed with Crook's finger-work at local "Battle of the Bands" contests at the Kalamazoo Armory. Crook was called in for an audition. He brought along a miniature custom-built keyboard, which he called a Musitron, and plugged it in beneath the club's piano. What Crook played on that mini three octave keyboard sounded like violins, flutes, saxes, and a variety of "other worldly" sounds. Liking what he had heard, Shannon exclaimed, "Man! You are hired!"

Shannon and Crook soon became lasting friends and started a partnership, writing and recording demos for the next year to audition to Crook's music friend, Ollie McLaughlin. McLaughlin was a black disc jockey who hailed from Ann Arbor and had previously published Crook's two sides for Dot. Crook invited McLaughlin, who had connections in Detroit, to sit in at the club after hours to hear their new songs. McLaughlin recorded a few numbers on his tape recorder and played them for Irving Micahnik and Harry Balk of Artists, Inc. in Detroit. Micahnik and Balk were executives affiliated with Big Top Records of New York, having already achieved success internationally with Johnny & The Hurricanes. The two swiftly signed both Shannon and Crook to a recording contract.

Shannon was immediately flown (without Crook) to New York in August of 1960 to record two sides, "The Search" and "I'll Always Love You," both penned by Shannon. The session, taking place August 25th, 1960, proved unsuccessful, Shannon being a nervous wreck and singing flat. Meanwhile, Crook's instrumental composition, "Mr. Lonely," was picked up and recorded by stable artists Johnny & The Hurricanes as the B-side to "Jada" (BigTop #45-3063), becoming a minor hit for the group. Shannon and Crook soon found themselves back at the ol' Hi-Lo playing four nights a week, encouraged to "write something a little more uptempo."

Two months later, on a Friday night in October of 1960, Crook sat down at his bench and began running riffs on the piano. Shannon jumped, "Max what was that?" Crook simply replied, "an 'A-minor' and a 'G.'" Shannon was tired of hearing what he called "Blue Moon" chords ('C,' 'A Minor,' 'F,' and 'G' progressions), and began playing those two chords over and over again on his guitar yelling "Follow me! Everybody follow me..."

"Forget everything you ever heard about 'Runaway,'" said Parker in a 1992 interview. "It was this simple. Max sat down and began tinkling on the piano." Shannon and Crook began playing the lick over and over, humming a few words here and there. "When I saw that the two weren't going to stop," explained Parker, "I jumped in with the drums." The band worked on the song for the next 15 to 20 minutes, as the crowd looked on curiously. Finally, the owner of the club came over to the stage and told them to "Knock it off!" and "Play something else!"

The next morning, Shannon took his guitar with him to work at The Carpet Outlet, where Shannon sold carpets by day. Sitting on a roll of carpets, Del began writing the words to his new song. "As I walk along..."

Wes Kilbourne, a friend to Shannon whom he had met while both were employed at a local Brunswick factory months earlier, stopped by to visit with the singer and watched as the first lyrics to "Runaway" took shape that one Saturday morning. "I recall Del's original title of the song was 'Little 'Runaway.' He was working out lyrics like 'I'm a-walkin' in the storm' and 'I'm a-walkin' beneath the clouds.' Things like that. In fact, he had an entire second verse that he wrote but totally scrapped it off because it didn't fit in as well as the first verse. 'Something something something, I see the image of my love, I'm a-walkin' in the rain...'"

Shannon finished the song by lunch and telephoned Crook. "Max, bring your tape recorder with you to the club tonight. I've finished our song. It's called 'Little Runaway.'" Shannon then began writing the B-side that afternoon. It was titled "Jody," named after a girl that frequented the club.

Shannon and bandmates performed the song that night for the first time before a live crowd. Before they began playing the song Shannon said, "Max, when I point to you, play something." What Crook played on his Musitron is now considered one of the most famous instrumental breaks in rock 'n' roll history. Parker threw his drumsticks in the air and exclaimed, "Boy! I can't believe what a great song you guys just wrote!" Crook remembers that is was requested quite often, and that they would sometimes play it four or five times a night. "The crowd really enjoyed it," says Crook today, "We did 'Runaway' and 'I'll Always Love You' over and over and over and over."

Parker recently explained when asked about the event, "You know eventually, if you throw enough (stuff) against the wall, some of it sticks, and good things can happen. You can't explain it, you don't expect it, but some things are just meant to be." It was meant to be, yet there was an incident where "Runaway" came close to never getting published. Crook and Shannon were laying down about 10 or 12 songs for deejay McLaughlin to play for Balk and Micahnik in Detroit. None of the songs appealed to the record executives. Then, McLaughlin and the EmBee Productions team heard a small portion of the live "Runaway" in between where one song had ended, and another song began. What had happened was that Crook somehow accidently covered up most of the song on tape with these other demos. McLaughlin brought it to Crook's attention, and asked that he and Shannon re-record the song as it sparked some interest.

"Runaway" was re-recorded after hours at the Hi-Lo Club and the tape was sped off to McLaughlin, who again approached Detroit's Artists, Inc. explaining, "Now I know you took Del in and weren't pleased with the outcome, but there was that one song that was originally covered up on the tape, so you didn't give it much credence. Would you please listen to it?"

Micahnik and Balk listened to the song. Their initial comments were, "You know the problem with this song is that it sounds like three different songs trying to come together. We don't know how commercially valuable this song may be, but it sounds like there is too much going on in this song." In reply, McLaughlin boasted, "I'm tellin' ya, you're missin' it, if you don't record this song!" McLaughlin's assurance and confidence that "This will work!" eventually convinced Micahnik and Balk to throw in "Runaway" with the next batch of songs. In a March 1994 interview, Harry Balk recalled, "Okay, we decided to give Del another shot. But I loved that organ of Max's. To be honest, I didn't care much for Del's voice, but I really wanted to do something with Max Crook and that organ!"

A session was set up and Shannon and Crook piled into Shannon's 1957 Plymouth with their wives, Shirley and Joann (respectively). Joann Crook recalls vividly, "The Plymouth was old. The heater broke, the windows didn't all roll up, the brakes were going, and you could see through the floorboards. The hard Michigan winters with salt on the road ate up the bottom of Del's car. Del smoked a cigar and Max was allergic to smoke, so Del had to put his head out the window. It was in the dead of winter so it was very cold outside. Shirley and I had to wrap blankets around ourselves to keep warm. And the funny thing is, looking back on the experience, we used their car because it was better than ours!"

On January 22, 1961, the two couples left Battle Creek in what was left of a Plymouth to make the long 700 mile trip to New York. They arrived in New York City on the 23rd and stayed at the Forest Hotel, where most musicians who were recording would book a room as the studios were nearby. On the 24th, they parked their car in front of Bell Sound Studios, located at 237 West 54th Street. Crook was a sight to see as he began unloading electronic gadgets and devices from the trunk. He recalls the event in a 1994 interview:

"I've got suitcases. I've got a secret black box. I've got the Musitron, gadgets, and gizmos. Gizmos meaning contact microphones, mechanical volume control vibrators, pedals, and other effects. We get into the studio, and they had open mikes already strategically placed. That's not what I wanted, and I immediately crawled under the piano." Bill MacMeekin, who was the studio engineer, asked Crook what he thought he was doing. "I'm placing a mike down here," replied Crook. "This is not the sound I'm wanting." MacMeekin turned to Harry Balk, who produced the session. "Harry, what's this guy doing?" Balk responded firmly, "Bill, wherever he's got a wire coming out, plug it in. It's not even open for discussion." Harry Balk ran the studio with an iron fist. There was no room for debate.

Bill Ramal recalls the session. "I was hired by Irving Micahnik to arrange the session. We brought in Bucky Pizzarelli and Al Cassamenti on guitars, Milt Hinton for bass, Joe Marshall on drums, and I played sax. Max played piano and musitron. Del was put in the sound booth and did his vocals. I still remember Irving partially paying me for the session with a fur coat. He used to be a furior and it was odd that he paid me in furs sometimes. Once he gave me his Cadillac in lieu of payment. I guess I took what I could get in those days. I still have the original arrangement for 'Runaway' and the Union Session Contract for 'The Search'!"

Max Crook took a small guitar contact microphone and wedged it onto the soundboard of the studio's Steinway grand piano with a piece of newspaper. "I then started setting up all of these little 'boxes.' Needless to say, the entire studio came to a halt. Everyone came out of the control booth and gathered around me to scope what I was doing. They were maybe hoping to pick up a trick. But in those days, I had all of my equipment camouflaged, because I didn't want anyone to steal my ideas. I hooked up a 'box' that had a hole on the top. What that did was control slap echo. I arranged it myself with a garden spring, and when I played a note on the keyboard, it would fade out: 'wap, wap, wap, wap.' I could control the speed and amount of feedback. It wasn't reverb, it was true echo."

Thirty-seven years later, in Del Shannon's small hometown of Coopersville, Michigan, Crook revealed his secret keyboard to del's legion of fans at the annual summer tribute. "The Musitron is a three-octive, monophonic (single-note playing) keyboard with a slide on it that will allow me to play at a range of two-cycles-per-second up to beyond human hearing. Also, I can bend the notes, which was something uncommon at the time for mini-keyboards. I bent the notes in the middle of "Don't Gild The Lily, Lily", the B-side of "Hats Off To Larry". The Musitron is also totally tunable. I can tune it to anything. I built the Musitron out of a variety of things. A clavioline was part of it, but I also threw in some resisters (too early for transistors), tubes from television sets, parts from appliances, and other such household items. That's basically what it consisted of." And by electronically rigging the grand piano, Crook was able to ripple the notes on "Jody."

In early 1961, Bell Sound Studios was one of the hottest recording studios in the country, and also one of the first studios with a professional multi-track set up. Shannon and Crook were given a three hour block of time to record four songs, Shannon's "Runaway" and "Jody," and Crook's "The Snake<" and "The Wanderer." In actuality, it was a split session.

"One thing I remember clearly about the session," says Joann, "was that they were short of people. Harry had Shirley and I stand in and clap our hands on 'The Snake.' They wanted one more handclapper and so they literally dragged some guy off the street. Some man came in and clapped on the number with us, and I guess he was paid $40 or something to do it. I'll never forget that!"

Producer Harry Balk remembers, "When the instrumentals were finished, the session musicians, who were hard-assed musicians making big, big bucks and doing three or four sessions a day, came into the control booth and said, 'Oh man! I'll give you $15,000 for a piece of the thing!' I just smiled and said, 'No thanks. I don't need any more partners, thanks you.'"

Crook recalls, "A special feature that the studio had integrated into their phone system was a direct hook-up from their mixer board, so that record executives could play the just-recorded tunes via telephone with reasonable fidelity to distributors around the country. Before 'Runaway' was fully mixed, there were pre-orders for over 90,000 copies!"

During all of this excitement however, both Shirley and Joann slipped out of the studio to wander Broadway, eventually walking into the set of the popular TV game show, "Beat The Clock." The two wives sat in the audience where contestants were soon selected for the show. Joann Crook was picked as the third contestant, winning a few consolation prizes at a dart throw. When they returned to the studio trying to explain to their husbands where they had been, naturally neither Shannon nor Crook believed them (until they returned home and relatives mentioned that they had seen Joann on TV). Since the two couples couldn't afford another night in New York, they made the trip back home, driving throughout the course of the night in the freezing weather.

Upon his return to Detroit, producer Harry Balk listened to the tapes only to hear that Shannon was singing too flat. Balk liked the song's potential and suggested to his partner, Irving Micahnik, that Shannon be flown back to New York to re-cut the vocals. Again, Shannon was nervous and singing flat. Having spent a lot of money on studio time and expenses, Balk and Micahnik were very concerned. Balk and Big Top Records president Johnny Beinstock turned to the owner of Bell Sound for help and advice. The owner developed a machine, the size of a desk, that would enable the tapes to be sped up and slowed down. This allowed Balk to speed up Shannon's vocals to nearly one-and-a-half times it's original speed to bring him into key. "We finally got Del on key, and it sounded great, but it didn't sound like Del," explained Balk. "We mixed it anyhow, and it came out wonderful.

"When I brought Ollie and Del into my office to hear it," Balk continued, "Del had a bit of a fit. He said, 'Harry, that doesn't even sound like me!' I just remember saying, 'Yeah but Del, nobody knows what the hell you sound like!' Two weeks after its release, forget it! It's selling 50,000. It's selling 60,000. Eventually, it topped off selling 80,000 records a day. After 'Runaway' became a million-seller, Del came in and thanked me for what I had done."

Shannon's wife, Shirley, remembers the first time "Runaway" was played on the air. "They broke the record in Detroit, but for the life of me I can't remember the name of the disc jockey that played it," she explained in a 1996 interview. "It was almost scary. It was exciting because I remember the energy that went into the song, but at the same time it made me feel sad. I think I knew then that I would lose my husband to the music. When he was writing 'Runaway,' I honestly didn't think that it was going to make it because it sounded so 'busy.' I actually preferred the B-side, 'Jody,' over 'Runaway.' I love slow ballads and country music. 'Jody' was so good that we decided to name our third child after the song."

To make this story even more incredible, both wives of the musicians gave birth the very same day. On October 7, 1961, Max and Joann were blessed with a son, David. Del and Shirley had a daughter, Jody. If one subtracts nine months from October, well, you get the picture...

Del Shannon took the very first single of "Runaway" that was pressed back with him to Battle Creek where he presented it to his carpet store boss, Peter Vice, for allowing him to write "Runaway" on company time. Today, Vice's daughter retains the first copy of "Runaway." Shannon's daughter, Kym, keeps the original scribblings of "Runaway" locked in her refrigerator for safe keeping. The scribblings contain the lyric changes her father made to the song so long ago.

So what made "Runaway" so unique and successful? Crook probably has the best answer to that question. "'Runaway' was a brilliant flash in a market which, at that time, began to sound alike. I think the chord sequences had a lot to do with it. Del's soaring vocals. After 'Runaway' was a success, I can remember a lot of artists imitating and borrowing our sound and licks. As you know, 'Runaway' was so different that it didn't resemble anything else that had been done in music before. Harry's production was totally ingenious. Bill Ramal's arrangement was excellent." Of course, Crook is being modest. The use of his Musitron on the incredible break, which really seems to compliment Del's searing vocals, played an instrumental part in the success of "Runaway" as well. The truth is, there were enough gimmicks and originality to launch the song to the top of the charts, and Shannon to instant superstar status. Another interesting factor that may have played a part in its success is the fact that neither Del Shannon, Max Crook, nor Harry Balk could read or write music charts. Perhaps this is why they were so innovative. All three had an ear for music.

One of Balk's most notable sayings was, "Be a leader. Don't be a follower. If you stay ahead of the game, you'll achieve success. But if you follow others, you will only find yourself in the dumper." Balk produced "Runaway" in such a way that every time you hear it on the radio, it doesn't just come on, it leaps out at you from the speakers. Crook was too far ahead of his time to be rightly appreciated. He created the first synthesizer to be used on a popular recording, preceding Joe Meek's "Telstar" ingenuity by a full year, England's Mellotron synthesizer by two years, and the Moog synthesizer by over five years! Bill's arrangement and sax playing was an integral part in the success of "Runaway," helping to keep the bottom from falling out. Shannon, too, was ahead of his time, being one of the first white boys to sing falsetto on record. "I learned falsetto from The Ink Spots' 'We Three,'" Shannon would explain in a 1989 interview. "I eventually got hooked on Jimmy Jones' 'Handy Man' in '59 and would sing that at the Hi-Lo Club. I always had the idea of 'running away' somewhere in the back of my mind. 'I wa-wa-wa-wa-wonder, why...' I borrowed from Dion & The Belmonts' 'I Wonder Why.' The beats you hear in there, '...I wonder, bam-bam-bam, I wa-wa...' I stole from Bobby Darin's 'Dream Lover.' We all steal from the business you know. When 'Runaway' went to #1, people stole from me. That's the way the record business is played."

In 1984, Shannon and Crook were awarded a certificate from BMI (Broadcast Music) stating that "Runaway" had achieved over two million radio airplays. Since it's release in the spring of '61, "Runaway" has been recorded by more than 200 artists worldwide and has been considered by many as one of the top ten "most unique sounding" rock 'n' roll anthems of all time. "Runaway" has indeed established itself as a timeless classic. Del Shannon was inducted in the Rock 'N' Roll Hall of Fame in 1999.

Story and Research by Brian C. Young

Mix Magazine article: Classic Tracks: Del Shannon's Runaway


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