The Tale Of A Holy Grail - The 1942 Martin D-45

I recently had the rare privilege of being witness to the discovery and re-emergence of a pre-war Martin D-45, and its subsequent sale. The guitar is one of only 91 D-45s built by Martin before the model was discontinued due to the demands and limitations of a nation at war on two fronts in 1942. Subsequently, the D-45 has become the most sought after, and highly valued acoustic guitar in the world.

This is how the story began, back in late May of 2011, with a listing on eBay:

“Up for sale is an authentic Martin pre-war D-45. The 1942 Martin D-45 is well known as the Holy Grail of acoustic guitars. This guitar has been authenticated by George Gruhn of Nashville, a well known authority on these rare pre-war Martins. He described it as being in, “Exceptionally fine original condition”.  It has also been authenticated and inspected by Joe Glaser, a Martin historian and master luthier. He is one of the leading authorities on WWII era Martins. The 1942 Martin D-45 is admittedly the rarest and most highly prized steel string guitar in existence. Only 91 were produced from 1933 to 1942. This is one of 12 produced in 1942 and it is in extremely fine original condition. I am listing this for a friend who wants to remain anonymous.”

“This guitar was bought in 1942 by my grandfather. His hobby was string instruments and he played in a band for tips. My grandmother was not at all happy when he came home with this guitar because it was a very expensive guitar, even by 1942 standards. As a matter of fact, she was not at all happy for several days. He was able to keep it and played, it in his band.  He passed 10 years ago and this guitar has been in a closet ever since. Recently we got it out and realized what it was, so we took it and had it appraised. It appraised within the last week for $375,000. This could be your last chance to ever own one of these, especially one in this condition. We have had other offers and we have deals in the works to purchase this guitar. We reserve the right close this auction at any time if one of the other deals works out. Attached is the copy of the appraisal and several pictures. E-mail me with any questions and I will get them answered as soon as I can.  The buyer will deal with the owner of this item directly. The winning bidder will pay a $50,000 deposit in the PayPal account. The rest will be paid at delivery. Good luck!”

I have held this guitar, and it is absolutely gorgeous. Its Brazilian rosewood back and sides are beautifully bookmatched, and the guitar’s incredible abalone inlays along the top, back, sides, around the edge of the fingerboard, the soundhole, the neck heel, and the butt (by the endpin) are the result of endless hours of handicraft performed by Martin’s artisans. The headstock is adorned with a vertical C.F. Martin logo in mother of pearl. The hexagonal pearl fret marker inlays are offset remarkably by the ebony fingerboard. Every inlay on this particular instrument is in outstanding condition – truly stunning. The Adirondack red spruce top is unmarred, and in magnificent shape.

The guitar’s serial number is 80745, and coincidentally, it is the only pre-war D-45 with a serial number that ends in 45. It is, as George Gruhn states in his appraisal, ‘in exceptionally fine original condition.’ The only alterations are a replaced end pin, and a shaved bridge saddle.

Gary Dick, one of the world’s foremost authorities on fine vintage instruments, is the dealer who ended up buying the guitar. He has operated Gary’s Classic Guitars since leaving the corporate world behind in 1993 to dedicate his efforts to merchandising the absolute finest in vintage and rare guitars for musicians, collectors, and investors from around the world. His inventory is an incredible walk through the history of the guitar – the best pieces, in the best of shape. Every guitar is in top flight condition, and plays like a dream, even the notoriously difficult Gretsch and Mosrite guitars play incredibly well – I’ll credit this to Gary’s attention to detail, and his full time luthier.

When Peter Frampton lost some of his prized instruments in the tragic Nashville flood in May of 2010, one of the dealers he turned to was Gary Dick. Jackson Browne and his band dropped by Gary’s in their tour bus to shop and see firsthand some of the most amazing guitars in the world under one roof. Tom Petty and Mike Campbell bought some vintage amps later the same evening. The best players seeking the best guitars often find their way to Gary’s Classic Guitars.

A couple of months ago, Gary was contacted by someone in Atlanta, Georgia who knew of a 1942 Martin D-45 that had just come up for sale. I asked Gary about the D-45 that somewhat mysteriously came and went from eBay in May.

“Well, the guitar you are talking about was up on eBay for a few days.” Gary recounted, ‘It got pulled because we bought it!”

“Tony, just to refresh your memory, this guitar walked into a large guitar shop in Georgia from a local Atlantan. It was his grandfather’s, who gave it to his father, who then gave it to his son. The guitar has actually been sitting in a closet for 30 plus years - literally unused, not played, nothing done to it, and no clue as to what it really was. According to the seller, he said that he had the guitar, and was trying to clear out some space – he knew it was a Martin, and that it was nice, but he had done no research and he had gotten a friend of his, and told him the model and serial number. His friend then did some research, and said, ‘What did you say that serial number and model was?’

“He (the seller) then went from zero to a thousand in a millisecond, because he did not know that what he had was so incredibly, incredibly rare! And the preserved state of the guitar – not even cleaned up at this point, and it’s so unexpected – I mean just totally unexpected, to find this in the year 2011. It is almost something that should not exist, but there it is!”

Gary Dick was a relative late comer to the bargaining table, as the guitar had first come to the world’s largest instrument dealer, who hired Joe Glaser, one of the world’s finest guitar repair technicians, to examine and authenticate the guitar. After Glaser had been through the guitar, it then ended up in the shop of George Gruhn, founder and owner of Gruhn Guitars, one of the original and best known vintage guitar stores in the world. Gruhn, in conjunction with his partner Walter Carter, wrote an appraisal for the instrument that gave a value of $375,000.

Bidding on a rare vintage guitar, especially one as rare as a pre-war Martin D-45 (remember, only 91 were built by Martin between 1933 and 1942), is a fascinating thing. This guitar went through the hands of two of the world’s best known and best heeled dealers before it found its way to Mr. Dick. Either dealer certainly had the wherewithal and the desire to own this literal white buffalo. I have only been able to find one other pre-war D-45 currently being offered, and it has had significant repair work done, and is not quite as pristinely original as is number 80745.

The authentication of such a guitar can be exhausting, and is beyond the scope of many instrument dealers. There are those in the world who go to tremendous lengths to counterfeit such works of art. The job of verification is not one for a single person - several sets of eyes, and many years of experience are required for such an undertaking.

Gary Dick, “We put the guitar under a black light to be sure that the lacquer is undisturbed, and there is absolutely no disturbing of the lacquer. The interior has been closely inspected by me and my staff, even after having been seen by Gruhn, Glaser, and Walter Carter. It is extremely clean in terms of its braces, and its bridge plate – the scalloping of the braces is exactly as it should be – it is what it is. You just have to be absolutely certain when you’re talking about this kind of money.”

What kind of money are we talking about here? Well, the guitar had a ‘Buy It Now’ price of $325,000 on eBay, and the Gruhn appraisal was for $375,000, but the actual price is a matter of fact that shall remain between Gary Dick and the guitar’s buyer. In reality, the price is somewhat a moot point – you can’t go out and buy another at any price - this is as unique as a woman, or a painting by Pablo Picasso.

The mystery remains in exactly who ends up with the guitar, and how that comes to pass. Everyone agrees that each player offered what Dick calls, “Crazy money.” Any of the prospective purchasers clearly could do whatever was necessary to procure such a piece, but only one could walk away with the prize, and in this case it was Gary Dick. Was it a few dollars more? Was Dick just more charming, and convincing? This is all speculation, and of little difference – sometimes things just happen for reasons unclear.

Gary Dick, “You want to have corroboration. Honestly, I have seen virtually every guitar that has ever been made, every model. There are some amazingly skilled people out there who can build stuff to look like other things, and some things can be repaired 40-50 years ago, and you may not know about it. You just need multiple sets of eyes. To see something of this ilk – like I said, the guitar was brought to Gruhn, and he and his entire staff, and Walter Carter inspected it, and George tried like hell – even offered the same kind of crazy money that the other dealer had, but we bought it.”

The guitar itself is a beauty. It has not been cleaned, polished, or restrung. These things are being considered, as well as Gruhn’s appraisal noting the possibility of the guitar needing a neck reset. Gary had this to say on the guitar’s current condition, before he showed me the guitar:

“One of the big questions, before I bring it out, that we have in our minds - and we talked about this the other night as you’ll recall, is whether we leave it alone - should we leave it exactly as it is, should we clean it and put new strings on it, if it does need a neck reset, should we be involved in doing all that stuff, or should the guitar be preserved in its current state? This is something I’ll be talking to some other people about, and your input is important as well.”

“There is great difficulty in doing a neck reset with such intricate inlay work that you do not want to disturb. The condition is so pristine – virtually every old Martin on the planet has a crack between the pickguard and the bridge, because Martin did something very interesting, which was a mistake. When they sprayed the clear lacquer over the guitar’s top, they also sprayed it over the pickguard itself, and the pickguard shrinks at a different rate than the lacquer, and this causes the wood to crack. Astonishingly, this guitar has no such crack!”

After giving this issue some thought, I can only conclude that the guitar should, if at all possible, be returned to playability. I am certainly not a museum curator, but I am a guitarist, and one who knows that there are very few pre-war D-45s that do not sound fantastic. If only occasionally, this guitar deserves to again be played. Its serial number denotes that it is a sibling of Stephen Still’s “Darling,” which has a serial number of 80743 – just two away from 80745. I believe that given the skills of the available repair people, if it is possible, restoration should be complete.

Gary’s love and reverence for this instrument is palpable. He gently laid the case across the arms of a luxurious chair, and slowly undid the latches, deliberately and with great care. He lifted the lid, and I would have almost sworn that light shown from within. I have never been so awestruck by the first sight of a guitar. I gasped. Why the D-45 is considered the grail is certainly no mystery. I felt as if I were in Egypt viewing a great secret from an unknown past. This was a thrill of a lifetime for me.

When Gary handed me the guitar, I was even more stunned – it weighed next to nothing, feather-light, yet it felt as solid as a rock. There is no real comparison to holding or playing such a brilliant and rare guitar. I had the opportunity just weeks before to hold and play Joe Bonamassa’s 1959 Gibson Les Paul Standard, and there is just nothing like the vibe you get from connecting with these modern day Stradivari. Many manufacturers, Martin included, build fantastic replicas of their classic models, but to hold the real thing is an experience quite apart from that of playing a new instrument. Even without strings there was no mistaking that this was something very, very special.

This is not the kind of thing that one sees every day. In fact, it is something you rarely see, even if you are a Gruhn, Gary Dick, or Guitar Center. I have seen thousands of guitars, yet I had seen nothing quite like this. The pre-war Martin D-45 is, as George Gruhn himself stated in Vintage Guitar Magazine:

“The Martin D-45, offered by the company from 1933 through 1942, is well-known as the Holy Grail of acoustic guitars. While players and collectors may argue whether it is the absolute best guitar ever made, in terms of value, it easily outdistances any other acoustic model in the vintage market.”

So, it happened almost imperceptibly - a few days on eBay, a few posts on various guitar forums around the Internet, and an interruption in the lives of a few of the biggest vintage guitar gurus on the planet. In a small, brief struggle amongst industry giants, the rarest of all acoustic guitars comes out of a closet after a rest of some 30 years, and regains its spot as the king of kings in the world of modern stringed instruments.

The guitar’s new owner knows what he has, and is well aware of the responsibility that comes with the stewardship of such a rare and distinguished instrument. This bodes well for future generations, who will get to see and enjoy the remarkable artistry and craftsmanship that went into the building of this glorious guitar.

The real winner here may well be the guitar itself. After sitting in stillness and in the dark, biding its time for over 30 years, it is once again being loved for what it is. Long may it reign.

Great thanks to Gary Dick of Gary's Classic Guitars.

Ariel Bender/Luther Grosvenor - Jeckyl or Hyde?

"On our first tour '73 a guy came up to me and said, 'Jesus Christ, you are a dead ringer for Luther Grosvenor from Spooky Tooth!' I replied, 'So they tell me!' I think sometimes it has given me two identities, and sometimes two personalities. Some of my closest friends do not like Ariel, and often tell me to put him back in the box!"

They say it's a mighty long way, down rock and roll, and never was this more true than in the tale of onetime Mott The Hoople guitarist Ariel Bender, AKA Luther Grosvenor. 

In the late '60s and early '70s, the guitarist had found relative fame and fortune as a scorching hot lead guitarist for the legendary Spooky Tooth, whose playing had been described as, "Unhinged genius."

Bender laughs, "Really! I just played how I felt! Well, the solo on Evil Woman was 9 minutes long. I think some of the playing on Ceremony was like, that out of control."

You often get the sense, as you watch Grosvenor/Bender recount his storied history that two personalities do co-exist inside the English six-stringer. Grosvenor is a calm, relatively mild mannered blues rock musician who is given to thoughtful reflection and deep consideration, whilst Bender is a besotted madman, capable of not just taking over, but potentially dismantling, piece by piece, any stage on to which he steps.

The strange tale of his transformation from blues rock wizard to glam rock demon is one of rock's most enduring, and charming tales. His passage from the intellectual cult following of Spooky Tooth to the screaming minions on Broadway with Mott The Hoople is a story book tale of rock and roll.

After five years, and as many albums, Spooky Tooth had folded. Grosvenor was then recruited into Stealers Wheel, replacing lead singer Gerry Rafferty, who had written and sung on the band's first album, which included the monster hit, Stuck in the Middle with You. The tune then climbed to #6 on the American Billboard Top 100 singles charts, and #8 on the UK Singles Chart in 1973. As the song catapulted up the charts, Rafferty was convinced to return to the fold, leaving Luther without employment once again.

It was about this time when Mick Ralphs decided that his time with Mott The Hoople had come to a logical conclusion. Mott had endured many years of great live success, and very little success at the business of selling records. They had decided to pack it in after yet another exhausting set of European concerts, and in the wake of it all, bassist Pete Overend Watts had sought out David Bowie thinking that perhaps the singer could use another shiny haired, high booted band member. 

Bowie, of course, had no such need, and in fact had a different notion about the future of Mott. A hit single and album later, the band had found an audience, but lost a guitarist. Mick Ralphs had had his fill of playing first fiddle, but being second fiddle when it came to song writing and creative control. Ian Hunter had emerged as a superior songwriter, and star level frontman, leaving his guitarist unsatiable, and in search of Bad Company, which he founded with ex-Free vocalist Paul Rodgers. Much has been made of this over the years, but to see it as anything except inevitable is folly. Bad Company made Ralphs rich beyond his dreams, and gave him the ability to write as he pleased - who could wish him more? As for Mott The Hoople, their best days lay ahead.

Bender states, "I was already with Chris Blackwell at Island records with Spooky Tooth. I already knew Mick Ralphs. Therefore it was a natural crossover. I had at that time finished with Stealers Wheel, so to join Mott The Hoople at that time was a really big job for me!

"It was easy, as I said before. I was already with Island, I knew Mick so it was not as though I was joining a band I did not know, although I had not played with them. It was a breeze. I met with Ian Hunter for a drink in a pub in London. I did not think for one minute that they were going to ask me to join the band."

There was one rub. Being well wrapped in the glitz of the times, and the sensationalistic world in which Mott now moved, having a guitarist named Luther seemed a bit parochial, even if that Luther was an amazingly well respected guitar player.

Luther adds, "Ian said, 'We do have a problem. I know you already have a great name, Luther James Grosvenor.' Well, we have just come up with a name for our guitar player. Ariel Bender. How would you feel about that?' I said just call me Ariel!   

"Joining Mott gave me the chance to let live, and let rip on the guitar in a way that I had not been able to do within other bands. Mott gave me license to be myself. When you hear the live version of Walking with a Mountain, there was something like a 20 minute solo, and although it was sometimes crazy, or over the top, it was structured. I guess what I am trying to say is that, as out of control as it was, I was totally in control."

Luther Grovsenor was thus thrown head first into a whirling miasma of limousines, Trans-Atlantic flights, and sold out American concerts, giving birth to the legend of Ariel Bender.

Mott The Hoople had always been first above all, a superior live rock and roll band. They made their bones on endless tours of the UK, and Europe, selling out venues that far outranked their status as hit makers, which they decidedly weren't. However, with the insertion of the machinery that had made David Bowie a star, the band now were at the top of the British charts, and were finally becoming stars in the arena they most sought, the United States.

Bender brought something to the band which Ralphs could have never provided, star presence. While the Ralpher was a brilliant guitarist and writer, he was never cut out for the guitar god role. He was a humble worker, ever providing chunky riffs, and tasteful leads, but a larger than life stage presence, he was not, and that is just what the band needed to crack America, and Bender seemed born for the role.

Time has gotten things rather crossed, as it often will. There was not much argument from the fans over Ralphs departure, and Ariel's joining - that is something created later by those who must sell sensational stories after the fact. Indeed, audiences loved the change, and The Hooples were poised to becoming world beaters, the band that couldn't fail.

Bender recalls, "I think I joined Mott The Hoople at their biggest and most successful time! The band was much more successful when Ariel was in the band! It was never a problem being compared to Mick, as we were friends. Mick couldn't give a damn if people said that Ariel was better, and Ariel couldn't give a damn if people said Mick was better! No one would have refused to walk into a band that was just about to set off on huge American tours.

"Oh yes, whoever takes anyone’s place in a band will always have comments for and against, it was never a problem for me, as I knew that it would happen. You are always going to be compared.

"It was gigs first - straight to America. I then recorded the Hoople album, although as I said, it was a breeze joining Mott The Hoople. It is when you record that you really feel part of the band."

This is where history gets a bit, shall we say, shitty. One of my qualms with music journalism is its tired propensity for drama. There always has to be a good guy, a bad guy, and blame to be slung about.

The amazing juggernaut that was Mott The Hoople just couldn't last. Mostly, because its leading force, Ian Hunter, wanted no part of what was about to happen. He had become less and less comfortable with the trappings of pending superstardom, and had no appetite for the constant and incredible pressure that came with the territory - so, he blew it up. 

The band had been forced into going on the road, with the barest of rehearsals for their new guitarist, and was then sent immediately into the studio to record what would become their swansong, 'The Hoople.' In retrospect, much has been made of the lack of creativity on the part of Bender, but a closer look reveals a situation in which the new guy caught some blame for whatever shortcomings may have been felt at the time. In retrospect, 'The Hoople' is as fine a record as the band ever made. Much was said at the time, but let’s remember, this was a band that was imploding from the top down, and everyone felt a bit burned.

On the recording of 'The Hoople,' the guitarist said, "It was quite a mixed album. Marionette, pretty with Pearl and Roy. I played lovely guitar on Alice. If you are a builder you build to plans - it is the same with music. Not everybody can be manic and then controlled. I think there are strokes of genius on Alice, a pretty little ditty!

In fact, if you give the album even a cursory listen, Bender shows himself to be extremely creative, fiery, and inspired. Never had Hunter's proclivity for combining ornate keyboards, stabbing horns, and dirty rock and roll guitars been better realized. Ariel's slashing solo on The Golden Age of Rock and Roll is terrifying and exciting, all aquiver with wild tremolo and bends. Great, great stuff. On Hunter's greatest pop opus, Marionette, the guitars shriek and howl magnificently, and this surely didn't miss the consciousness of listeners such as Queen's Brian May, a huge Bender fan.

Luther recalls, "When Mott The Hoople chose Queen to be the backup band, and we did the UK tour first to gear it up for the American tour, I think everybody was kind of, I know everybody was kind of on their toes. When we went to sound check, we thought, 'Fuckin' hell, these guys are good!' But we got on with them like a house on fire, and we did 'em every night, just as Ian has said, it wasn't a problem.

"I think Queen learned a lot from Mott The Hoople. A lot of nights, they'd always watch us on the side of the stage. They weren't like a support band that would go back to the hotel, or whatever after their set. More than not, they'd stay behind and take it all in. And they were great, great guys, they were amazing. Brian May, his technical ability, he'd blow me straight to smithereens, but he used to say to me, 'Luther, how is it that you do what you do?,' and I'd say, 'Well, how do you do what you do?' I mean, I'm not a purely technical guitar player, I'm more of a play as I feel sort, but I have the ability to do both, sweet and sour. Oh, I like that, sweet and sour!"

Luther then fondly recalled Freddie Mercury coming down to play table tennis backstage, and proceeding to wipe the floor with everyone.

On May 8, 1974, Mott The Hoople became the first rock and roll band to play Broadway, doing an extended run at The Uris Theater. Combined with a show recorded months earlier at the Hammersmith Odeon in London, the resulting record, Mott The Hoople Live, remains one of the most exciting live concert albums in history. The band's enduring legacy is largely built upon the fact that when these shows were documented - with Ariel Bender serving as Ian Hunter's foil and main musical weapon, Mott had become one of the best live rock and roll bands in history. Bender's remarkable performances define rock and roll guitar as well as any ever has, to this day. The record stands proudly beside KISS Alive as the record that probably sold more guitars to more young upstarts than any other of the era. Whether it was Queen's use of drama and musical bravado, or The New York Dolls retooling Mott's aggressive stage show and costuming to literally invent punk rock, the legacy of Ariel Bender and Mott The Hoople has endured.

Looking back on his role, Grosvenor says when asked if he had been scripted by the band, "No, down to me completely free agent. On tour, I grabbed center stage, and tormented Ian by saying it’s my show not yours, and he pulled and pushed me across stage. After the show we said well that worked and we kept it in. The audience maybe thought there was a problem, but no problem at all, just great fun. There was no set play, or structure, just a do what you have to approach."

Nothing lasts forever, and so it was such with Mott The Hoople. After 'The Hoople,' and the Live album, the band was again on the verge of collapse, and Hunter chose to briefly bring ex-Bowie sideman Mick Ronson into the band, perhaps seeing an ultimate exit strategy and stepping stone to a less stressful solo career. Once again, the stories told are more dramatic, and filled with villains and sinners than reality remembers.

Bender sums it up rather neatly, and with a hearty laugh, "Ian had always had a nervous disposition, especially before going on stage; me being the new guy, I felt he was more nervous than me. I never really witnessed the band come apart, I had already departed. Ronno was an amazing guitar player! Then, they did only go another 6 months after my time. Part of me would like to think it was because I left!"

And, so it was. The tale of Luther Grosvenor one day stepping out of a pub, and into a phone box, emerging a Superman, emerging one Ariel Bender - a stupefying, exciting, and brilliant guitarist who truly made the children laugh and cry. At the end of the day, we can ask no more than that of our rock and roll heroes. In his brief sojourn out of his calm, if somewhat unhinged glory as one of Britain's best ever blues rockers, Luther Grosvenor created a character as English as Dickens, as rock as Jimmy Page. He invented Ariel Bender, and for that, we remain forever in his debt. He gave us something bigger than himself, and bigger than our dreams had been. God bless Luther Grosvenor, and God bless Ariel Bender, the both of them.

But I couldn't quite let go. I had to ask Luther/Ariel about being sadly left out of the glorious Mott The Hoople reunion shows in 2009, and what was next for rock's greatest Jeckyl and Hyde.

Ariel had this to say, "At first I did not know anything about it, then I thought I would have been included. I was upset at the time but did understand that they wanted to do it with the original band members. I think it would have made for a better show more wholesome to have included the later members. There has been a lot of feedback from fans who were disappointed that Ariel was not included.

"Ariel always thought that Ian thought that Ariel might steal the show again!"

Luther on the future, "I might record with a couple of the band members of Mott The Hoople who I keep in contact with, who knows! My careers not over yet, there's still plenty of mileage in the Great Ariel Bender!"

Let us know, Luther. Another dose of Ariel Bender wouldn't hurt a bit!

My greatest thanks to Anne Carpenter who made this interview possible, and conducted the proceedings. And, of course, thanks to Mssrs. Bender and Grosvenor, without whom we would be so much more the less.

Flying Colors - Another Supergroup Comes Through

Back when we were kids, being called a supergroup was the kiss of death. Assorted heavies from various bands would occasionally gather, record a few quick jams, and then disperse before angry band mates, or vicious label heads could bring down the axe. This was the musical equivalent to the office party affair -  behind closed doors, drunk, and sloppy. Usually not a thing to be proud of in the light of day.

Fast forward to the second decade of the new millennium, and the term is gaining respectability and steam, shining like this year's new model more often than not. Them Crooked Vultures, The Raconteurs, and Black Country Communion are just a few of the so called supers that have turned the once dooming moniker into a respectable flagship of sorts. As often as not, now that they can operate in the light of day, and with proper supervision, supergroups are putting out great albums, and performing great shows - one example of the good that has come with the new music business model.

Flying Colors members (Mike Portnoy, Steve Morse, Neal Morse, Dave Larue, and Casey McPherson) had never been in the same room before they gathered to begin recording their eponymous debut. In fact, in the words of guitarist Steve Morse, "We were a bunch of control freaks, who had to see if we even liked each other!"

I spoke with the legendary guitarist about a week after I had gotten my first listen to the band's new record, and even on a day in which Morse had to give a clinic to a few hundred at a Canadian music store, then perform before 3,500 fans at his day job with Deep Purple, his excitement was palpable. The always affable guitarist spoke of the thrills of being honored to aid in the education of young musicians, and the ever present joy of his almost 20 years with one of rock's longest living institutions, but his focus on Flying Colors had him beaming.

"Bill Evans (executive producer) had been trying to get us together for several years, and we finally all had time to get together and see what we could make happen. We ended up with a lot of amazing musicians making some amazing music!"

Flying Colors is an an astounding record. It covers a tremendous amount of musical territory as you would expect from a band containing some of the most prolific, and prodigious musicians of the last few decades, but I was caught unaware by the strength of the songwriting, of the songs themselves.

Blue Ocean, the opening cut, begins with Dave Larue's percolating bassline, and he's joined by keyboardist Neal Morse (Spock's Beard, Transatlantic, solo) and guitarist Steve's intro, that sounds like a spirited fusion number - not at all out of place for two fellows who had never met, but had graced some of the most ambitious progressive rock records of their time. About a minute in, they are joined by singer Casey McPherson (Endochine, Alpha Rev) for a soulful first verse that leads to an expansive pre-chorus that is on its own more melodic than most radio hooks these days, that then literally explodes into an anthemic chorus that will blow away even the most jaded of ears. This is extraordinary ear candy. Less than two minutes into the album and the writing is on the wall. This is not just a supergroup, this is a super album. A seven minute single that never sags, never slows down, and only grows is a heck of a way to start an album. You could stop here and be glad you spent the money.

Steve Morse has been a fixture of the rock guitar world since 1977, when he and his band Dixie Dregs introduced the world to Southern fried fusion. He had garnered his first Grammy nomination with their hit album, Night of the Living Dregs, in 1979. He has maintained a highly successful solo career since 1984, with a brief foray into hard rock with Kansas for two albums in the late '80s. In 1994, the guitarist showed that he had not only blinding musical skills, but also the heart of a lion, as he took on the task of replacing one of rock's most revered figures, Ritchie Blackmore, in the seminal British metal band Deep Purple. Eighteen years later, Steve is still playing sold out shows with Gillan & company, and will enter the studio towards the end of this year to record his fifth album with the band.

About his busy schedule for 2012, Steve had this to say, "Well, I've got a lot going on, it's really just a matter of what I know and when I know it! I'm finishing up the Purple tour until the end of February, and I'm working on a G3 tour with Joe Satriani and another yet to be named guitarist. There's a new record and more dates with Deep Purple towards the end of the year, but I am hoping to do some shows with Flying Colors, depending on everyone's schedules and availability."

Cut two is Coulda Woulda Shoulda, a powerful arena styled rocker that has the band firing on all cylinders, and singer McPherson belting over the top quite ably. This guy could of easily been swallowed up by such a massive wall of talent, but he takes every tune and owns it. When Portnoy picked this relative unknown as frontman, he made a truly inspired choice.

Kayla is another huge slab of audio bliss, moving through territory that suggests '90s Seattle early on, but it quickly escalates magnificently, with the tactile skills of the best of prog and radio ready rock of the past. By the time the chorus hits, I was shaking my head with a severe case of respect for this blissful collision of talents. Steve Morse's dazzling solo is split into two by a marvelously inventive vocal chorale - the solo's first half is a beautiful re-encapsulization of the tunes melody, the second half a death defying trip of elegance and speed. Then it is back into the instantly hummable chorus, and a classic is born.

Dave Larue has been a member of the Steve Morse Band since 1989, and has along the way managed to play, tour, and record with such stalwarts as Joe Satriani, and various members of Dream Theater. His playing on every cut keeps this record separated from the great majority of recent modern rock releases - his soloing, and comping on Forever and a Daze is a beauty to behold, but a close listen shows him to be the perfect foil for the lethal drumming of Mike Portnoy throughout the entire record. They obviously possess the chops to leave behind the casual listener, but they incorporate their huge technical skills in a way that simply adds to the song - they never riff just to be riffing, but you can find endless examples of sheer instrumental wizardry on every cut.

Morse added this about Larue's contributions, "Dave kind of served as the tiebreaker - if there were a couple of options on the table as to direction, he was the decision maker. This really served to make things more efficient."

Neal Morse is almost something of a secret weapon on this record - his exceptional compositional skills, his perfect application of keyboard skills and tones, and his exquisite background vocals add a vast array of tastefulness and elegance to the proceedings. Though he and the band's other Morse had never met before this project, they sound as if they have played together forever. In fact, they meld together so well that the realization that the band laid the basic tracks in just nine days has me shaking my head at the immensity of the aggregated talent on display. Neal's role is slightly less out front, but his work lifts the project to angelic heights.

Everything Changes sounds like a wonderful piece of cinematic soundtracking. This sounds like The Moody Blues hired Cat Stevens to help write a single, and The Beach Boys came along to sing. I hate to make such easy comparisons, but this is a great marriage of ingredients. McPherson's elegiac vocals soar with an amazing ease, I constantly catch myself realizing that he's being gymnastic in a way that makes one miss Daltrey as a young man. Then Steve Morse blows in with a solo that is both gorgeous and slashing. Morse has been playing great guitar for over 40 years, but this record is his finest moment. His writing, his playing, and his soloing have never been quite this consistently spectacular.

This is an album that I cannot wait to hear translated to the concert stage. It is so dynamic, and so full of exciting twists and turns that I can only imagine that the live shows will be incredibly majestic.

After the beautiful balladry of Better Than Walking Away, the band rips into the hard rocking All Falls Down, that marries metal to prog and fusion in a way that finally works. Portnoy is firing like a cannon, and the band chases his whip start glory with a metronomic precision that is still melodic, and graceful.

Fool In My Heart carries a soulful pulse that suggests a bit of Stax soul, along with some sophisticated chord changes, and maybe even a dose of Mercury poisoning - Freddie Mercury that is, and that's a compositional comparison I have never made. This is a song that has taken a few listens to conquer, but has been well worth the wait. In an album of such immediacy, it is kind of hard to come across a number that takes a few listens to get one's arms around, but that speaks more towards the sheer brilliance than to any shortcomings of any of the tunes. I'll be listening to this for months to grab every morsel that it has to offer, but even as a one night stand, it is quite awesome.

Flying Colors is an album filled from beginning to end with great writing, songwriting, playing, and production. Though it is certainly understandable for the individuals involved to have initially worried about the ability of any room to hold such a wide variety of ideas and egos, it turns out that while everyone plays to the full capacity of their talents, there is also an amazing amount of listening, compromise, and cooperation at every turn. Infinite Fire is a twelve minute opus that wraps the album up rather neatly. It is as immediate as anything on the album, yet is as complex as the early days of progressive rock, when Yes, Genesis, and Gentle Giant were inventing a new genre. I can't but think that any member of any of these bands would nod appreciatively at Flying Colors.

To this point, I have failed to mention the spectacular work of producer Peter Collins. Best known for his work with Rush, Queenryche, and Gary Moore, Collins was brought in by Bill Evans because he is a powerful producer, one with firm ideas and no fear. Sonically, the album is near perfect, but even perhaps more importantly, Collins corralled the egos, and kept the musicians focused and fixed on the end result, which could not have been much better to my ears.

Yes, it would appear that the word supergroup is no longer a dirty word. In fact, it is a word that is coming to mean something quite cool to these ears. Flying Colors passes, with indeed, flying colors. It's going to be a tough record to beat on the critics lists at the end of 2012. I can't wait to see these guys take this show on the road. Prepare to be amazed.

Great thanks to Steve Morse, Steve Karas, and Peter Noble - you guys are the best for a reason.

Flying Colors will be released March 27 on Music Theory Recordings of the Mascot Label Group.