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Lone Star Heart: Masterworks of Texas Songwriters - album by Rusty Reid
2026: LONE STARDUST: Masterworks of Texas Songwriters
Northern Latitudes Records

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Lone Stardust: Masterworks of Texas Songwriters, album by Rusty Reid
Songs from Texas I've loved!

Rusty's Notes:

A while back, my Houston-Los Angeles pal and frequent musical collaborator, Steven Beasley, came up for a visit. Steve was looking to learn how to use Apple Logic, a music recording computer program. I volunteered to tutor. As a first practice song, I suggested we try recording "Roll On Santa Fe," a song featured by one our favorite 1970s Houston bands, Denim. The next practice song was a cover of our friend Vince Bell's "All Through My Days." And so an idea was born.

As I continued writing and recording my original songs, I began toying with the idea of recording an album of songs written by Texas songwriters. With two such songs already in the bag, it was fun to think what could go on such an album.

Beyond "Texas songwriter," I had not gone very far with further description. At first, I imagined the album would continue on songs, like "Santa Fe" and "My Days," from the magical Houston music scene circa 1970-1984 (totally coincidently the years I lived there). But then I thought I would want to get some West Texas writers in there who were so influential to me, like Roy Orbison and Buddy Holly. So eligiblity was opened to any song written by someone who was primarily associated with Texas. Finally, the criteria was stretched to the break-point with the inclusion of one of the most beautiful songs ever written about Texas, even if it's from an Oklahoman (see song notes below on my creative justification).

Lone Stardust: Masterworks of Texas Songwriters, album by Rusty Reid

Of course, there are thousands of great songs by Texas songwriters. Texas is a veritable storytelling and songwriting civilization. I thought grabbing a dozen or so would be like plucking lowhung plums, but it turned out to be more challenging. Just as I had widened the criteria for "Texas" songwriters and realized there was an avalanche of potential song possibilities about to land on me, I knew I would need to get very selective. I needed to further ponder what kind of album this should be. I figured what I did not want was a predictable, hits-only, collection from the usual suspects of "best Texas songwriters," or a bunch that a whole lotta other artists have covered. I wanted an eclectic batch, some well-known songs, along with some surprises.

Moreover, I needed the songs to hit close to home, meaningful to me, tunes I could sing with conviction and experience, maybe even find a few with a universal theme or some thoughts of wisdom. I like songs that tell a good story, have an original melody and lend themselves to soundscape interpretation. All of them needed to fit my style, vocal-wise. My tendency was toward songs with which I had a previous personal relationship, songs I have known and enjoyed for a long time, but I also wanted to be open to discovering other jewels along the way that I had never heard before or hadn't properly appreciated. Four of those would arise.

This project is certainly not a smorgasbord of the flavors of Texas songs. The vast bulk of outstanding Texan-penned songs just aren't the best for me as an artist. I can't, with a straight face, do songs about drinkin', huntin' and fishin', trucks or girls in Daisy Dukes, nor am I probably the best vehicle for honky-tonk romps, most blues, funk or jazz, not to mention songs in Spanish... all genres in which Texas songwriters have long shined.

Even with these increasingly restrictive requirements, the list grew... and grew. Suddenly I had dozens of songs that could work. I admit not doing an exhaustive search, nor digging very far back in time. Texas music is a motherlode. I'm sure there are gems galor I missed. I'll probably be kicking myself over some of them. It was a difficult choice to pare the candidates down to the finalists. The one that I was most disappointed to leave off was Roger Miller's "King of the Road." That was the first song I learned on guitar, still a favorite of mine, and certainly one of the best Texas songwriters and songs ever. It would have been cool to complete that circle, but it just didn't happen, for this album anyway.

I decided to adhere to the strategy of my other albums, and just cram as many songs as would fit on a CD. That turned out to be nineteen. And here they are. Stylistically, there is not much of a common thread, other than they were all written by damn good songwriters who, one way or another, are associated with Texas. I'm happy, and honored, to get the chance to work with each one of these songs. Art is largely subjective, but from my perspective, they are all masterworks of songwriting. I'm hoping listeners will dig this collection of some well-known favorites and others that, more than likely, they have never heard.

Special shout out to the key facilitators of this project: Steven Beasley, Jed Demlow, Austin Moorehead, Rohit Bhusan and MVP Jason Roller. Thanks, of course, to these songwriters for their amazing gifts, and also to all of my collaborators who made these songs theirs and helped make this dream of mine come true.

Lone Stardust: Masterworks of Texas Songwriters, album by Rusty Reid


LYRICS & NOTES

Roll on Santa Fe
(Music & Lyrics by Bill Browder)
Copyright BMG Bumblebee o/b/o No Grease Music

Taking the train up to Santa Fe
My mind is in pieces and I have to get away
Have to get away from this solid wall of sickness
That I beat my head on every day.

Watching all that barbed wire rolling on by
Bye bye baby, don't you wish that you were here
The mountains make the time and my troubles disappear
And I like feeling that way
So Roll On Santa Fe.

Got us some friends up there we're gonna see
And let me tell you, buddy, they're important to me
I'd run a thousand miles to make connections with you
I'm sitting by this window trying to get back to.

Watching all that barbed wire rolling on by
Bye bye baby, don't you wish that you were here
The mountains make the time and my troubles disappear
And I like feeling that way
So Roll On Santa Fe.

Please Mister Brakeman, don't you look so down at me
I'm one of these conditions that he dislikes to see
Club cars, fancy bars, they're nowhere to me
I'm just trying to move myself on up the line a little.

Taking the train up to Santa Fe
Good luck tomorrow doesn't bring it in today
Away all you conditions trying to get a piece of me
With all of this momentum I don't care if we agree.

Watching all that barbed wire rolling on by
Bye bye baby, don't you wish that you were here
The mountains make the time and my troubles disappear
And I like feeling that way
So Roll On Santa Fe.

Roll on, bye bye baby, roll on, bye bye baby...


Rusty - vocals, electric guitars
Steven Beasley - acoustic guitar, electric guitars, bass, drums, vocals

Backstory: Back in the early 1970s, one of the coolest bands in Houston was Denim. They were young guys, a few years older than me, unapologetically country-rock with CSN-Poco-like harmonies, a world-class guitar player named Bill Browder and a sassy drummer-singer, David Moerbe. I just loved them. This band was sure to make it big, we all figured. Imagine my surprise when, as a broke college student, I took a job not far from the UH campus at a tiny tele-marketing business supposedly affiliated with some charity, and there among the dozen or so phoners arranged in a circle around the small, dour, windowless room were both Browder and Moerbe calling random people and offering for sale... American flags. We would get a commission on each flag sold. There was a big whiteboard in the room which kept track of the sales competition among the phoners, and there were Browder and Moerbe near the top, multi-talented as they were. I quickly became the worst in the room, and lasted but a couple of weeks before moving on to a different gig, driving a truck around selling frozen steaks, a job that went about as well and for about as long. Sometime later, Denim released its first record, "Roll On Santa Fe," which became something of a local hit. I still have the 45 RPM single I purchased in those heady days when anything was possible. I never imagined that I would record it, myself, until that day when I suggested that Steve Beasley and I use it as a test to learn a computer recording program. Denim was a favorite of Steve's, as well, and so a project was launched that eventually morphed into this album. Bill Browder is still writing and playing, a well-known figure in the Austin scene these days.


All Through My Days
(Music & Lyrics by Vince Bell & Connie Mims)
Copyright BMG Bumblebee and BMG Bumblebee o/b/o Black Coffee Music, Inc.

You were ruled by the Southern sky
Made you trade your world for another style
The way you slipped through the streets of my city
You were a melody.

You're a one-time part wife
With those first time young girl eyes
And you've been mesmerized
There's no good place for your heart to hide.

All Through My Days
All over my nights
I never dreamed it could be so simple
All Through My Days
All over my nights
I never dreamed it could be this way.

Young Mandy came in the afternoon
Took me down so low that I could not croon
But then again, I never felt that I needed to
You are the light in my eyes
You are the blue in my skies
And I have been mesmerized
There's no good place for this heart to hide.

All Through My Days
All over my nights
I never dreamed it could be so simple
All Through My Days
All over my nights
I never dreamed it could be this way.

Dream on true in your fairy tale
It might last 'til tomorrow but you never can tell
One love could last forever
Don't be ashamed to play this game
Follow your heart when it calls your name
It's calling out to you, and every word is true...

All Through My Days
All over my nights
I never dreamed it could be so simple
All Through My Days
All over my nights
I never dreamed it could be this way.

Rusty - vocals, electric guitars
Steven Beasley - acoustic guitar, electric guitars, organ, bass, drums, vocals

Backstory: Emerging from Houston, Vince Bell has been one of the foremost singer-songwriters of the Texas folk scene since the early 1970s. Though, unjustly, he has never had a big hit of his own, other artists like Nanci Griffith and Lyle Lovett have scored with his songs. I had seen Vince play many times and was very impressed with his Dylanesque songwriting, but first really met him not at a folkie venue but when he, Steven Beasley, Jack Saunders and Jerry Chambers formed a sort of Houston supergroup called Revolver. After I moved to L.A., one of my running-buddies for a year or so was Sarah Wrightson, who had also come from Houston and had been a part of its original music scene. She then moved to the Bay Area, and somehow ended up in a relationship with Vince. I went up to see them one time and Vince sold me his Bernie Rico acoustic dreadnought (it's the one with the big "R" on the headstock). Then once, they both came down through L.A. when I was living in Manhattan Beach and Vince recorded a batch of songs in my home studio. Steve and Vince remained friends, and during that fateful week when Steve and I were doing "test" songs to teach him how to do computer recording, following our completion of Denim's "Roll On Santa Fe," he suggested we record "All Through My Days," which Vince co-wrote back in the 70s with another notable figure from that Houston scene, Connie Mims. So here are those two songs, back-to-back, which represent the very origin of this project. Both Vince and Connie are still actively writing, playing and singing. I also have a guitar and vocal version of Vince's song "Sun and Moon and Stars" on my website and video channel.


I Can See Clearly Now
(Music & Lyrics by Johnny Nash)
Copyright Nashco Music, Inc.

I Can See Clearly Now, the rain is gone
I can see all obstacles in my way
Gone are the dark clouds that had me blind
It's gonna be a bright (bright)
Bright sunshiny day
It's gonna be a bright (bright)
Bright sunshiny day.

I think I can make it now, the pain is gone
All of the bad feelings have disappeared
Here is the rainbow I've been waiting for
It's gonna be a bright (bright)
Bright sunshiny day.

look all around, there's nothing but blue sky
Look straight ahead, nothing but blue skies.

I Can See Clearly Now, the rain is gone
I can see all obstacles in my way
Gone are the dark clouds that had me blind
It's gonna be a bright (bright)
Bright sunshiny day
It's gonna be a bright (bright)
Bright sunshiny day
Yeah, gonna be a bright, bright, Bright sunshiny day
Oh, it's gonna be a bright
Sunshiny day
Oh, it's gonna be a bright
Sunshiny day
Whoo, gonna be a bright, bright, bright, bright
Sunshiny day.

Rusty - vocals, acoustic guitar, electric guitar
Jed Demlow - keyboards, bass, drums, percussion

Backstory: I have loved "I Can See Clearly Now" from the moment I first heard its lilting opening back in 1972. It's a genre in itself; there has been nothing like it before or since. The lyrics thread the fine line between sappy and inspirational; a song of boundless hope and optimism that emerges from darkness, bad feelings, rain and pain. The melody is one of a kind -- with an astounding, 20-second, single breath, eight-note hold to end the bridge. The instrumentation dodges from simple reggae rhythm to soon be joined by blaring trumpets, swooping right along as the emotional intensity rises. If someone were to claim this is the best American pop song ever written, I wouldn't be one to strenuously object. For my version, I wanted to stay pretty true to the original arrangement, just through my voice and guitars. Jed Demlow achieved the rest. Thank you to the late Johnny Nash, of Houston, for bringing this absolute jewel into the world.


Cool Wind
(Music & Lyrics by Steven F. Beasley)
Copyright Brraanngg Music (BMI)

You're a Cool Wind, refresh my soul
Paint the moon in, you're autumn gold
Through a shade tree, down a dusty road
You're a Cool Wind.

It's a short walk through this field of time
It's a shared trip through a lovers mine
Go down so deep, all at once we find
A Cool Wind.

Summer skies are fading
We are trading songs again
The pleasure's in the playing
What we're saying with our friends.

September skies are fading
We are trading songs again
The treasure's in the playing
Couples swaying 'round again.

You're a Cool Wind, refresh my soul
Paint the moon in, you're harvest gold
Through a shade tree, down a dusty road
You're a Cool Wind
You're a Cool Wind
Cool Wind.

Rusty - vocals
Steven Beasley - all instruments

Backstory: Steven Beasley was born in Sheffield, Alabama and grew up in Nashville, but it was in Houston where he came of age as a musician and singer-songwriter. I met Steve in 1976 in Houston. I had recently left the band Southern Cross, and was setting off on my "solo artist" adventure. I needed players, and found this fantastic guitar sideman playing small clubs. Steve would do multiple recordings with me in Houston. He became an honorary Unreasonable, and we even briefly played together in a short-lived lounge combo called Detour. At the same time, Steve was developing as a songwriter. The first original song I heard of Steve's was "I'm Losin' Susan," which I thought was great. That song would later appear on his first album. I moved to L.A. in 1984, and Steve relocated, as well, soon thereafter. In California, we continued our collaborations. We toyed with the idea of a duo, the Lost Texxans, but it never was commercially launched. Even as my song output dwindled during those California years, Steve ramped up pumping out the catchy tunes. Steven Beasley has a wonderful catalogue of songs. He got the rep in Houston as mainly a sideman. He is still a fantastic player, just listen to this track where Steve plays everything. But I think Steve, as a songwriter, eventually eclipsed all of the frontmen he once backed up. For this album, I was thinking I would just use Steve's "Dog on a Chain," which I had recorded a few years previous. But, eventually, I felt compelled to go with "Cool Wind," very Texasy, and beautiful in its simplicity. After forty plus years, Rusty and Steve, still trading songs.


Heart of Hearts
(Music & Lyrics by Jon D. Stone)
Copyright Rainbow Tiger Music (ASCAP)

There are things that no one senses
Love behind defenses and old mystery
Secret conversations
Small infatuations that no one can see.

In your world, you're always dreaming
Late at night, you're always scheming
In your Heart of Hearts
Your heart
Your Heart of Hearts.

Part of you is hiding
Consoling and confiding like you're someone else
You can keep your secrets
There's no reason you should live inside a shell
If you want to share them
I would love to listen to your deepest self.

All the hopes that are forbidden
And the child that you keep hidden
In your Heart of Hearts
Your heart
Your Heart of Hearts.

You can keep your secrets
There's no reason you should live inside a shell
If you want to share them
I would love to listen to your deepest self.

All the hopes that are forbidden
And the child that you keep hidden
In your Heart of Hearts
Your heart
Your Heart of Hearts.

Part of you is hiding in your Heart of Hearts
I would love to listen to your Heart of Hearts
If you want to share
Your Heart of Hearts
Your Heart of Hearts.

Rusty - vocals, acoustic guitars, synth strings
Austin Moorhead - keyboards, bass, drums, guitars

Backstory: Following my sojourns to Nashville and Los Angeles, I met Jon Stone in 1973 back in our hometown of Midland, brought together by our girlfriends who were both ballet dancers. We began writing together almost immediately. I went back to college after that summer, and encouraged Jon to move to Houston where we briefly formed a band, Southern Cross, and recorded a dozen or so songs. In 1976, we went our separate ways, then in 1984, I moved back to Los Angeles. But we irregularly kept in touch. Jon was writing some artsy stuff in the late 1970s, and through the 80's and 90's. He collaborated with some of Houston's best studios, musicians and other songwriters in Houston. Those folks who worked with him know how good his songs are. Alas, he is yet another among the legions who never achieved the level of success that the material warranted. Again it was hard to choose a single song for this album. I leaned toward one of his earlier songs that we had played together, but ultimately decided "Heart of Hearts" was more emblematic of Jon's more evolved style. Nashville's Austin Moorehead evocatively helped flesh out the backing track. Jon is still alive and kicking, and stubbornly resistant to his friends urging him to get his material out there streaming.


Balinese
(Music & Lyrics by Frank Lee Beard, Joe Michael Hill, Billy F Gibbons)
Copyright Music of Stage Three

Deep in the South of Texas
Not so long ago
On a pier off a crowded island
(original lyric: Out on a crowded island)
In the Gulf of Mexico
It didn't take too much money
Man, but it sure was nice
You could dance all night if you felt all right
Drinking whiskey and throwing dice.

And everybody knows
It was hard to leave.
Everybody knows
It was down at the Balinese.

Yeah, I remember Ruby
Dressed in red, she'd come around
(original lyric: She always dressed in red)
With those skintight pants, Lord, how she could dance
'Til that hurricane tore it down.
(original lyric: With a rag wrapped around her head)

Everybody knows
It was hard to leave.
And everybody knows
It was down at the Balinese.

Roll the dice.
And everybody knows
It was hard to leave.
Everybody knows
It was down at the Balinese
Yeah, down at the Balinese
It was down at the Balinese.
Wooo, yeah.

How, how, how.

Rusty - vocals
Jason Roller - electric guitars
Gregg Lohman - drums
Jay Gorman - bass
Steve Peffer - B3 organ

Backstory: For over fifty years, that "little old band from Texas," ZZ Top, has been a font of blues-rock gems. The band has sold over 50 million records. People kinda like them, ya think? All three members were generally credited as songwriters on their tunes, and all three are Texans: Billy Gibbons, Houston born and bred, Dusty Hill, born and raised in Dallas and Frank Beard, a native of Frankston in East Texas. Maybe because the songs are so simple and fun, they don't get enough credit for the craft of creating those songs, which turns out not to be so simple (or someone else would have already written them). Though never an official hit, "Balinese" was always one of my favorite ZZ songs. Like their monster hit, "La Grange," it was another of their songs about quirky, real places in Texas. In my mind, it is a certifiable masterpiece of blues-rock. But then I went and messed with it. You see, the song was released in 1975 when the Balinese Room in Galveston still existed. The story of this joint gets more poignant 33 years later when the Balinese was taken out by Hurricane Ike in 2008. I began to wonder, "Shouldn't that be in this song these days?" There was another fascinating factoid that the band left out of the original lyrics: it was not actually "on a crowded island," it was out on a pier - over the water - off that island. In mulling my version of the song, I dared tamper with the masterpiece to add in these two important aspects of the Balinese Room's story. To fit these parts in, something had to give and go. The pier got added to the first verse, and Ruby was still "dressed in red," but the "rag wrapped around her head" was deleted in favor of the hurricane's wrath. I think this adds to the legend of the now gone but never forgotten Balinese. That's Jason Roller on guitar. A lot more from him coming.


Galveston
(Music & Lyrics by Jimmy Webb)
Copyright Jobete Music Co Inc. o/b/o Jobete Music Co Inc.

Galveston, oh Galveston
I still hear your sea winds blowin'
I still see her dark eyes glowin'
She was 21
When I left Galveston.

Galveston, oh Galveston
I still hear your sea waves crashin'
While I watch the cannons flashin'
I clean my gun
And dream of Galveston.

I still see her standing by the water
Standing there looking out to sea
And is she waiting there for me?
On the beach where we used to run.

Galveston, oh Galveston
I am so afraid of dyin'
Before I dry the tears she's cryin'
Before I watch your sea birds flyin' in the sun
At Galveston, Galveston, Galveston.

Rusty - vocals, synth strings
Jason Roller - guitars
Drums- Robert Blair
Bass - Jay Gorman
Electric Piano - Steve Peffer

Backstory: OK, no, Jimmy Webb is not officially a Texan, wasn't born here, never lived here; he may have played music in Texas, as a child, accompanying on piano and organ his traveling Baptist minister father who regularly ventured into West Texas. He was born in Elk City, Oklahoma about 35 miles from the Texas border, and then moved to within 20 miles where he grew up in Laverne. What he is, officially, is merely one of the most celebrated American songwriters of the last six decades. One of those cherished songs is, arguably, the most beautiful song ever written about a Texas city. The song is "Galveston," originally sung by another near-Texan, Glen Campbell, who grew up in Delight, Arkansas, also about 35 miles from the Texas border. I was a huge Glen Campbell fan in the late 1960s. I played and sang "Gentle on My Mind" at a high school assembly and suddenly everyone was calling me "Glen!" I was beyond flattered. When I first heard "Galveston" on the radio, I was gobsmacked. It was the third of a trio of "city songs" that Webb and Campbell turned into mega-hits, including "By the Time I Get to Phoenix" and "Wichita Lineman." By virtue of my potentate status for this particular album, I decree Jimmy Webb an honorary Texan, at the very least. And for those who might still balk, I would point you toward the 1845 map of the Republic of Texas, which easily included the soil of Oklahoma that birthed the great Jimmy Webb.


Faithless Love
(Music & Lyrics by J.D. Souther)
Copyright EMI Blackwood Music Inc. and WB Music Corp.

Faithless Love like a river flows
Like raindrops falling on a broken rose
Down in some valley where nobody goes
And the night blows in like the cold dark wind
Faithless Love like a river flows.

Faithless Love where did I go wrong
Too many stories, too many heartbreak songs
Where nobody's right and nobody's wrong
Faithless Love will find you
And the misery entwine you
Faithless Love where did I go wrong.

Well I guess I'm standin' in the hall of broken dreams
That's the way it sometimes goes
Whenever a new love never turns out like it seems
I guess the feeling comes and goes.

Faithless Love like a river flows
Like raindrops falling on a broken rose
Down in some valley where nobody goes
Faithless Love has found me
Thrown its chilly arms around me
Faithless Love
Faithless Love
Faithless Love... like a river flows.

Rusty - vocals,
Jason Roller - acoustic guitar, electric guitars
Matt McGee - bass
Gene Rabbi - piano, strings
Robert Blair - drums

Backstory: John David Souther was born in Michigan but grew up in Amarillo. It was there he became a musician and songwriter and released his own music with the help of Norman Petty, Buddy Holly's former record producer. From Texas he migrated to California and became forever associated with the magical 1970s SoCal singer-songwriter and country-rock scene, working closely on and off with the Eagles, Linda Ronstadt, Dan Fogelberg, Chris Hillman and Richie Furay. His biggest solo hit was "You're Only Lonely" which channels fellow West Texan Roy Orbison. I was very enamored by that group of musicians and songwriters, and aspired to write songs as good as theirs. I was actually there, briefly, in L.A., when they were just breaking big in 1972. Somehow I managed to not even find the scene, which is probably a good thing because my material was not yet up to any kind of snuff. "Faithless Love" is emblematic of some of the best of those songs: you love it the first moment you hear it. Judging by the number of covers, including Linda Ronstadt and Glen Campbell, it is well beloved. So was J.D. and his beautiful songs and beautiful voice. Alas, Texas singer-songwriter J.D. Souther passed away in 2024 at the age of 78.


True Love Ways
(Music & Lyrics by Buddy Holly, Noman Petty)
Copyright MPL Music Publishing Inc. and Wren Music Co.

Just you know why
Why you and I
Will by and by know True Love Ways
Sometimes we'll sigh
Sometimes we'll cry
And we'll know why just you and I
Know True Love Ways.

Throughout the days
Our True Love Ways
Will bring us joys to share
With those who really care.

Sometimes we'll sigh
Sometimes we'll cry
And we'll know why just you and I
Know True Love Ways.

Throughout the days
Our True Love Ways
Will bring us joys to share
With those who really care.

Sometimes we'll sigh
Sometimes we'll cry
And we'll know why just you and I
Know True Love Ways
Yeah, True Love Ways
True Love Ways.

Rusty - vocals
Jason Roller - guitars, bass, drums

Backstory: I grew up in Midland, just 100 miles down a straight-as-an-arrow Texas highway through tumbleweeds and cotton fields from Lubbock, the hometown of many renowned singer-songwriters, that group surely headed up by Buddy Holly. Buddy's songs were, of course, very popular in West Texas, and I was exposed to them by the time I was five or six years old, a very impressionable age. I think, more than anything, I absorbed his music by osmosis... it just went from the radio airwaves straight into my subconscious. The same with the Everly Brothers and Elvis Presley about the same time. I didn't know why, I just knew I liked them - and these influences were bound to come out when I later turned to trying my hand at writing songs. For this project I knew I wanted to do "True Love Ways," which I consider his best melody... and one of the last songs he recorded, so it represents the apex of his songwriting. I listened to a bunch of versions of the song, and found that most cover versions follow pretty closely along with either Buddy's kind of schmaltzy orchestral arrangement or Mickey Gilley's piano version. I wanted something quite different from these, more stripped down, more guitar oriented and starkly intimate. I charged multi-instrumentalist Jason Roller with the assignment and, boy, did he come through brilliantly. I asked Jason for a few different takes on the instrumental section. He sent three for me to choose from. Just for grins I played them altogether and... OMG!... they lined up perfectly. Such, sometimes, is the magic of music... and life.


The Change
(Music & Lyrics by Jon Dee Graham)
Copyright BMG Platinum Songs o/b/o New West Independent Music Pub and BMG Platinum Songs o/b/o Lucky Moon Music

Do you see The Change in me?
I'm not the same as I used to be
I look in the mirror and I don't see
Do you see The Change in me?

I don't sleep like I used to do
Lyin' there the whole night through
Tell me what I'm supposed to do
I don't sleep like I used to do.

Nothin' is the same anymore
Nothin' is the way it was before
Somewhere I guess I crossed the line
And you are weighin' on my mind.

No one gets their heart's desire
Holdin' smoke when you're walled in fire
Headed down cause there ain't no higher
No one gets their heart's desire.

Nothin' is the same anymore
Nothin' is the way it was before
The old ways are now left behind
But you keep weighin' on my mind
The old ways are now all left behind
And you're still weighin' on my mind

Do you see The Change in me?

Rusty - vocals, acoustic guitars, electric guitar, percussion

Backstory: Jon Dee Graham was born in the Texas panhandle, and then grew up along the Texas/Mexico border, but he is best identified with Austin. I first met Jon Dee Graham in Houston in the early 1980s when he was with a new wave band called The Lift. I was knocked out by the band and its lead singer-songwriter guitarist. Shortly thereafter, I recorded one of Jon Dee's songs, "Still Life." I don't know, but I may have been the first to ever cover a Jon Dee Graham song. I wasn't surprised to find him later finding success with the Skunks and True Believers, and then as a solo singer-songwriter. When mulling over this collection, I figured I might include "Still Life." But when I heard "The Change," I realized that was really the JDG song for me. Not only does it ring true, personally, but thematically it's eerily similar to a few of my "change" songs on my Head to Heart album. In working up my version of these songs, I would scan the internet to see who else had covered each song. I'm not sure, but it looks like I may be the only one who has covered this song. I sent an early mix to Jon Dee and he replied, "This is beautiful. I am honored." No, It's my honor. After wrestling with death through what must have seemed like eleven lives, one of Austin's most beloved musical poets gently passed away in late March, 2026.


Only the Lonely
(Music & Lyrics by Roy Orbison & Joe Melson)
Copyright Roys Boys LLC and Sony/ATV Acuff Rose Music

Only the lonely
Know the way I feel tonight
Only the lonely
Know this feeling ain't right.

There goes my baby
There goes my heart
They're gone forever
So far apart
But only the lonely
Know why I cry
Only the lonely.

Only the lonely
Know the heartaches I've been through
Only the lonely
Know I cry and cry for you.

Maybe tomorrow
A new romance
No more sorrow
But that's the chance
You've gotta take
If your lonely heart breaks
Only the lonely.

Rusty - vocals, acoustic guitar, electric guitar
Jed Demlow - keyboards, bass, drums

Backstory: As a young child listening to my mom's records and the radio, I gravitated toward distinctive vocalists. That would never change. Among the earliest voices to penetrate deep into my awareness and appreciation was that of Roy Orbison. "Nobody can sing like Roy," my mom would say of our home area, West Texas, hero and early Sun Records rockabilly star. With his coke-bottle dark glasses and statue-like stage performance, his lips barely moving, it was hardly charisma that won over his legions of fans, it was that wondrous voice. But from the beginning, Roy was also a songwriter - a great songwriter, though he rarely gets credit as such. "Only the Lonely" was written, with Texas buddy Joe Melson, during a lull in his career in my hometown of Midland, Texas. The two songwriters offered "Only the Lonely" to Elvis Presley, and then the Everly Brothers; both acts turned the song down. Imagine that. So Roy recorded it himself, in March of 1960 in RCA Studio B, the same studio I would get the opportunity to record at 12 years later. Roy claimed to have not been very confident in his voice during his early career. "Somewhere between 'Ooby Dooby' and 'Only the Lonely' it turned into a good voice," he said. Uh, yeah, just a little... staking his claim as one of the best-ever Texas songwriters, as well. As with "I Can See Clearly Now," I turned to Nashville pro Jed Demlow to basically recreate Roy's version of "Only the Lonely," and allow me to just add my vocal and guitar bits.


The Beauty of You
(Music & Lyrics by Jimmy LaFave)
Copyright Night Tribe Music c/o Jimmy LaFave Intellectual Property Trust

As I was walking through the forest
Looking up at the Milky Way
Always taken by the magic
Of every single day.

Tall fir trees were all around me
Snow-capped volcano up above
And my heart is filled at gladness
For all the things I love.

When I wake up in the middle of the night
Just to question what is wrong and what is right
I find my answers, it's always true
The path leads to
The Beauty of You.

In this world filled with wonder
As we circle round the sun
Every moment it is measured
And not just the treasured ones, oh, yeah.

When I wake up in the middle of the night
Just to question what is wrong and what is right
I find my answers, it's always true
The path leads to
The Beauty of You.

When I wake up in the middle of the night
Just to question what is wrong and what is right
I know the answer, it's always true
The path leads to, the path leads to
The Beauty of You
The simple beauty of you
Keep on shinin' on
Look at you, Pachamama, whoa what a beauty
Mystical girl, shine on, shine on, shine on, shine on
Whoa Terramater, beautiful girl, whoo.

Rusty - vocals
Jason Roller - electric guitar
Scott Neubert - acoustic guitar
Dane Bryant - organ
Robert Blair - drums
Jay Gorman - bass

Backstory: Although he grew up in Oklahoma and carried that Oklahoma red dirt spirit with him, Jimmy was born in Willis Point, Texas, and, for much of his professional career, was based in Austin. Jimmy LaFave is one of my favorite Texas singer-songwriters. I love his songs; I love his voice. Alas, I never met him or saw him play in person. Selecting a LaFave song was a challenge, so many possibilities. I was leaning toward the pointedly political "This Land." But then listened again to "The Beauty of You," and just knew there's my Jimmy song. It's a deeply spiritual song, aimed directly at precisely what should command our awe and allegiance. What a lovely tribute to Mother Earth. She doesn't get near enough songs devoted to her.


Neon Moon
(Music & Lyrics by Ronnie Dunn)
Copyright Kobalt Music Pub America I o/b/o Showbilly Music

When the sun goes down on my side of town
That lonesome feeling comes to my door
And the whole world... turns blue
There's a rundown bar 'cross the railroad track
Got a table for two way in the back
Where I sit alone and think of losin' you
I spend most every night
Beneath the light
Of a Neon Moon.

Now if you lose your one and only
There's always room here for the lonely
To watch your broken dreams
Dance in and out of the beams
Of a Neon Moon.

I think of two young lovers running wild and free
I close my eyes and sometimes see
You in the shadows of this smoke-filled room
No telling how many tears I've sat here and cried
And how many lies that I've lied
Telling my poor heart she'll come back someday
Oh, I'll be alright
As long as there's light
From a Neon Moon.

Oh if you lose your one and only
There's always room here for the lonely
To watch your broken dreams
Dance in and out of the beams
Of a Neon Moon.

The jukebox plays on, drink by drink
And the words of every sad song seem to say what I think
And this hurt inside of me, ain't ever gonna end
Ah, but I'll be alright
As long as there's light
From a Neon Moon.

Oh, if you lose your one and only
There's always room here for the lonely
To watch your broken dreams
Dance in and out of the beams
Of a Neon Moon
To watch your broken dreams
Dance in and out of the beams
Of a Neon Moon, whoa
Watch your broken dreams
Dance in and out of the beams
Of a Neon Moon

Rusty - vocals
Jason Roller - acoustic and electric guitars
Darin Watkins - drums
Jay Gorman - bass
Steve Peffer - electric piano
Scott Neubert - acoustic guitar

Backstory: Certainly my list of best Texas songwriters is not going to be without Ronnie Dunn. But I have a kind of weird, bittersweet, history with this, particular, hit song for Brooks and Dunn. In 1994, my marriage was flailing. One night we were at a Manhattan Beach honky tonk, ostensibly, dancing. My wife, who was much younger than me, loved to dance, and was very good, but I've never been much of a dancer. So I said, "Go ahead, dance with that guy." Suddenly she was sweeping around the floor with this tall, young fellow in expensive boots and a black cowboy hat. They were in perfect sync, he was holding her tight and she was leaning in, they looked made for each other. A wave of melancholy came over me, and a sick feeling in my gut. This love is over; I'm all wrong for her; she deserves someone like that. But this awful feeling didn't preclude me from realizing, damn, that's a well crafted song! It was "Neon Moon." Listening to the great melody and the sad lyrics, it wasn't lost on me that at that moment I was alone, sitting at a table for two, watching my broken dreams literally dancing in and out of the beams of a neon Blue Moon beer sign. Everytime I hear it, I'm tranported right back to that bar, getting my heart danced on. But, it's still a fine song, and now I'm stealing it away from those dancers and making it mine.


Alchemist
(Music & Lyrics by Zack Kibodeuax)
Copyright Zack Kibodeaux

Break down the tables all again
Work backward, now begin
Got so much closer than last time
But I broke down at the finish line.

Before you came I was worse
Now I've had longer to rehearse
I still work each equation through


But don't always account for you.

I am an alchemist I guess
I try to make gold
From my own plans and combinations
Things that have been known
To have dangerous reactions.

I mix the wrong, I mix the right
I stir the shadows in the night
Observing all I'm learning now
The patterns of my ups and downs.

The hallelujah, the free fall
The bold elixir, the empty hall
The sudden eucatastrophe
The missing element I need.

I am an alchemist I guess
I try to make gold
From my own plans and combinations
Things that have been shown
To have dangerous reactions.

The faithless search for joy unseen
Cornerstone of my philosophy
And worst of all, I know the truth
Back and forth I go with... you

I am an alchemist I guess...

Rusty - vocals, acoustic guitar, electric guitar
Rohit Bhusan - keyboards, guitars, bass, drums, percussion

Backstory: In my hunt for cool songs I found a band of young folks from the Lake Jackson area, Blue Water Highway, and was just knocked out. I like all their songs. The most prolific songwriter is Zack Kibodeaux. He wrote "Alchemist," which hit me immediately. Not only is it beautiful, I am a sucker for a song that introduces me to a new word. "Eucatastrophe!?" It was a eucatastrophe that the avalanche of great songs that fell upon me had me stumbling out of the chaos with this song and then finding Rohit in Mumbai to help flesh it out. I'm an old alchemist, like all songwriters (and many other creators), trying to make gold out of our own plans and combinations. So far, I have not come close to fashioning gold. Quite the contrary. Probably like most alchemists through the centuries, I only succeeded in spending a lot of time and fortune chasing the improbable, if not impossible. Only we alchemists understand that there is little choice in the matter... it's just what we do... and the glints of thrill and happiness we gain in the process are gold enough. So I keep wandering into my little home studio... mixing the wrong, the right, the shadows in the night. Keep an eye on Zack. He's on to greatness my crystal ball prophesizes.


Pancho & Lefty
(Music & Lyrics by Townes Van Zandt)
Copyright Ruminating Music o/b/o Will Van Zandt Publishing, Ruminating Music o/b/o Katie Bell Music, and Ruminating Music o/b/o Jtvz Music

Livin' on the road my friend
Was gonna keep you free and clean
Now you wear your skin like iron
Your breath's hard as kerosene
You weren't your mama's only boy
But her favorite one, it seems
She began to cry when you said goodbye
And sank into your dreams.

Pancho was a bandit boy
His horse was fast as polished steel
He wore his gun outside his pants
For all the honest world to feel
Pancho met his match, you know
On the deserts down in Mexico
Nobody heard his dying words
Aww, that's the way it goes.

All the federales say
Could'a had him any day
We only let him slip away
Out of kindness, I suppose.

Lefty, he can't sing the blues
All night long like he used to
The dust that Pancho bit down south
Ended up in Lefty's mouth
The day they laid poor Pancho low
Lefty split for Ohio
Where he got the bread to go
Oh, there ain't nobody knows.

All the federales say
Could'a had him any day
We only let him slip away
Out of kindness, I suppose.

Poets tell how Pancho fell
And Lefty's livin' in a cheap hotel
The desert's quiet, Cleveland's cold
So the story ends we're told
Pancho needs your prayers, it's true
But save a few for Lefty, too
He only did what he had to do
And now he's growin' old.

All the federales say
Could'a had him any day
We only let him slip away
Out of kindness, I suppose

A few gray federales say
Could'a had that boy any old day
We only let him go so wrong
Out of kindness, I suppose.

Rusty - vocals, acoustic guitars, eletric guitar, lap steel

Backstory: "Pancho & Lefty" was the last song added to the album. I wasn't going to do this song. Everybody and their monkey has covered this song... mostly poorly in my humble opinion. Sample them for yourself and see if you don't agree. There is a tantalyzing live version with Townes and Freddy Fender; I wish Freddy had done the song himself. Lord knows I don't have anything to add to the Townes Van Zandt legend. But in the end, I couldn't leave it off. It's just too good, perhaps the virtually perfect "Texas songwriter" song. Nanci Griffith, among others, championed Townes as the "best Texas songwriter." I'm not willing to go that far; the concept is just too complex, probably, for there to be such a thing. Perhaps the "best Texas songwriter" is/was someone someone who was never recognized. But Townes struck an artistic vein of gold in channeling this from the still lingering ghosts of the Old West. I suppose as long as people keep singing it, old Townes will be virtually synonomous with the very notion of Texas songwriter. For my version, I decided to stay true to his solo guitar-playing singer-songwriter usual mode of performance, sometimes with somebody accompaning on a second guitar and adding harmony. So I kept it simple and just did it that way, but my way. It's my small contribution to the brilliant poet's telling of the tale.


You've Got a Lover
(Music & Lyrics by Shake Russell)
Copyright Shake Russell Music

The clubs are all closin', there's no place to go
And the sun won't show for hours
The streets have all emptied and lovers lie sleepin'
Dreaming of each other

You've Got a Lover but it's not me
He can't love you like I can
There will be others, yes I understand
Will they love me like you can.

There's acres and acres of heartbroken lovers
I know we're not the first ones
And sometimes it seems that it's just like a dream
That we try hard to remember.

You've Got a Lover but it's not me
He can't love you like I can
There will be others, yes I understand
Will they love me like you can.

The clubs are all closin', you know I was hoping
That the wine would hold me over
I pull up my collar, walk into the night
I'll be lookin' for an answer.

You've Got a Lover but it's not me
He can't love you baby like I can
There will be others, yes I understand
Will they love me like you can.

The clubs are all closin', there's no place to go.

Rusty - vocals, acoustic guitars
Steven Beasley - piano, bass, percussion, synth

Backstory: Shake Russell remains the quintessential Houston troubador. Back in the 1970s and early 80s, I saw him play live often enough, but I don't think we ever actually met, even though my friend Steven Beasley and Shake were friends. "You've Got a Lover" was written and released early in Shake's long and prolific career. It became a local hit, a rarity in those days of increasingly corporate radio playlists, and that success gave the rest of us singer-songwriters hope we might do the same, but few ever matched this feat. When contemplating this album, "You've Got a Lover" was one of the first songs I thought to include. It's been covered many times, but I always thought everyone maybe played it a bit too fast, certainly the most popular version, Ricky Skaggs' gallop. It is, after all, a sad song. For my version, I wanted something different, slower, rougher, rawer, stark, spare, more emotional with a hint of dissonance. I asked Steve Beasley to come up with bass and percussion and piano backing. He complained about the tempo, "This is putting me to sleep." I let him speed it up just a tad. "It's still too slow," he grumbled, but I stood firm at that point. After fiddling with some acoustic guitar parts that would complement, I ended up with close to what I had envisioned.


Back to the House that Love Built
(Music & Lyrics by Tito Larriva, Charlie Midnight, Tony Marisco, Valerie Marisco)
Copyright BMG Bumblebee and EMI Blackwood Music Inc. o/b/o Janiceps Music

I know its raining baby
I'm stripped of all my pride
I stand here at your door
Sick of all the lies
Oh...
Let me come inside.

I couldn't see myself
The room was filled with signs
A strange woman kissed me
A tattoo in her eye.

Forget about the past
Forget about the guilt
I'm going
Back to The House that Love Built
That love built
The House that Love Built
The House that Love Built
The House that Love Built.

I need to remember
What I came here for
Love and mercy keeps me at your door
Oh...
Let me come inside.

Forget about the past
Forget about the guilt
I'm going
Back to The House that Love Built
That love built
Oh... whoo.

Nowhere to go, no way to tell
If I'm nearer to heaven
Or one step closer to hell
Closer to hell.

Forget about the past
Forget about the guilt
I'm going
Back to The House that Love Built
That love built
The house that love built
The house, the house
That love built.

Rusty: vocals, electric guitar
Jason Roller - Acoustic and Electric guitars
Jay Gorman - bass
Gregg Lohman - drums
Dwain Rowe - wurly and B3

Backstory: Backstory: Though written with others, this Tito Larriva song (featured in the movie "Desperado") is emblematic of the El Paso-Juarez area singer-songwriter's style. I saw Tito with his band the Cruzados at Club 88 in Los Angeles in 1987. I was just knocked out. That was the sound I wanted: rocking, twangy, sassy, stripped down, cool songs. Only later did I learn he is from Texas. When contemplating this album, Tito was one of the first songwriters I thought about. After the Cruzados, Tito started up his current band Tito and Tarantula, and he is still one of my favorite artists. While the style here is only peripherally Tex-Mex or Chicano, allow this song of Tito's, along with the next song on the album, to stand in for my deep appreciation for Texas-based Latino music.


Day of the Dead
(Music & Lyrics by Keith Gattis)
Copyright Me Gusta 30 Music o/b/o Gattis Music

It's a hundred and ten here in Lajitas
Piñatas on the promenade
Sunday best and painted faces
Lining up for the parade.

Oh the river's low here in Lajitas
Staring down the banks of Mexico
Wondering if they'd even notice
If I slipped across and just kept drifting on.

It's the Day of the Dead here in Lajitas
Dirt still fresh under the stone
Now our love's gone home to Jesus
And you're wearing white in San Antone.

Met an old Vaquero from Nogales
Said he once wore my shoes
Finally left them in some alley in Juárez
Then he had nothing left to lose.

It's the Day of the Dead here in Lajitas
Dirt still fresh under the stone
Now our love's gone home to Jesus
And you're wearing white in San Antone.

Buena suerte, baby.

Dreamed I heard the Mariachis playing
You and I were dancing toe to toe
Barefoot on the pale Saltillo
I woke up clinging to a ghost.

Dia de los Muertos in Lajitas
Dirt still fresh under the stone
Now our love's gone home to Jesus
And you're wearing white in San Antone
Our love has gone home to Jesus
And you're wearing white
You're wearing white in San Antone.

Rusty - vocals, electric guitar
Jason Roller - classical guitar, electric guitars
Scott Neubert - acoustic guitar
Jay Gorman - bass
Robert Blair - drums
Steve Peffer - B-3 and accordion
Gene Rabbi - horns

Backstory: There's a Texas singer-songwriter I really like, Wade Bowen. I was browsing through his excellent catalog to maybe find something. Bingo! "Day of the Dead." Wow! Whoops! Darn it. Wade didn't write it. Who did? Keith Gattis? Never heard of him. Please, please, please, let him be from Texas. Whoo-hoo!... Georgetown boy... not D.C. Georgetown or Brooklyn Georgetown... Georgetown, Texas. I have been to Lajitas when it's hot as hell, staring across the river at Mexico. I had a wedding in San Antone with a bride in white... who left me with just my shoes. This was just the kind of song I had hoped for, one that just sailed in from out of the blue, musical manna from heaven, a stealth tune that no one else but Keith and Wade, and now me, know about. Imagine my surprise when my sister said, "Oh yeah, I know that song. We line dance to it." I asked Jason to honor Wade's arrangement but allow room for our own flourishes, and, as always, he knocked it out of the park.


Oh, What A World
(Music & Lyrics by Kacey Musgraves, Daniel Keyes Tashian, Ian Fitchuk)
Copyright Downtown Dmp Songs o/b/o International Dog Music, Razor, and Tie Direct LLC dba o/b/o Bearkiller Music, Warner-Tamerlane Pub. Corp. o/b/o 351 Music, and Warner-Tamerlane Pub. Corp.

Northern lights in our skies
Plants that grow and open your mind
Fish that swim with a neon glow
How we all got here, nobody knows

These are real things
These are real things.

Oh, What A World, don't wanna leave
All kinds of magic all around us, it's hard to believe
Thank God it's not too good to be true
Oh, What A World, then there is you.

Did I know you once in different life?
Are we here just once or a billion times?
Well, I wish I knew, but it doesn't matter
'Cause you're here right now, and I know what I feel.

These are real things
These are real things.

Oh, What A World, don't wanna leave
All kinds of magic all around us it's hard to believe
Thank God it's not too good to be true
Oh, What A World, then there is you.

These are real things
These are real things.

Oh, What A World, don't want to leave
All kinds of magic all aournd us it's hard to believe
Thank God it's not too good to be true
Oh, What A World, then there is you.

Oh, What A World, don't wanna leave.

Rusty - vocals
Jason Roller - electric guitars
Chris Condon - acoustic guitars
Dane Bryant - keys
Jay Gorman - bass
Robert Blair - drums

Backstory: Of course, I wanted to get at least one female-penned song on this record. There have been so many excellent women songwriters associated with Texas. I was all set to give a go on Nanci Griffith's "I Wish it Would Rain," then stumbled upon Kacey Musgraves' "Oh, What a World." Kacey is from Golden and Minneola, Texas. This song hit me in the heart from the first line, "Oh, what a world... don't wanna leave." I've been thinking like that for some time now. As I am getting up there in age, I don't fear death - there is nothing to fear; death rescues us from dying - but I love this world of nature so much, I don't wanna leave. So much magic all around. If you are properly tuned in, it seems too good to be true... but here we are... me... and then there is you.


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