At first just ghostly, turned a whiter shade of pale

Late May 1967.  Beatles Manager Brian Epstein is throwing a big party to mark the official release of the band’s epic new album, “Sgt. Pepper’s Lonely Hearts Club Band.”  Everyone in the London music industry is there including the Beatles themselves, toasting each other in a festive atmosphere of congratulations.  But someone’s missing.  Where is John Lennon?

It turns out he kept slipping away from the gathering, sneaking out to his well-appointed Rolls-Royce, equipped with a state-of-the-art sound system, so he could sit in solitude to play over and over the new song that had completely blown his mind:  Procol Harum‘s astonishing “A Whiter Shade of Pale.”

I can’t think of a greater endorsement of how transformative this song was.  Inspired by Johann Sebastian Bach’s “Air on a G String,” co-writers Gary Brooker, Keith Reid and Matthew Fisher had found a way to ingeniously merge elements of classical music with rock underpinnings, topped with a trippy, mysterious lyric and bathed in organ riffs. “A Whiter Shade of Pale” became the #1 song in England that month and reached #5 on the U.S. charts a few weeks later.  It was the first shot off the bow for a new genre known loosely as “progressive rock” that dozens of bands would emulate and expand upon over the next decade.

Gary Brooker of Procol Harum in 1969

This week, we learned that Brooker, Procol Harum’s superb lead singer and pianist, has died of cancer at age 76.  It was Brooker’s vocals, songwriting prowess and piano talents that defined the group’s music, which, while not as commercially successful as such later prog rock groups as The Moody Blues, Genesis, Yes and Emerson, Lake & Palmer, has earned the respect and adoration of many critics and fans of the challenging, innovative genre and classic rock in general.

Membership in the group lineup changed multiple times, but Brooker was the constant presence from their founding in 1966 through the 2010s.  His captivating voice, powerfully gruff in places and serenely melodic elsewhere, took the band’s material to new heights over 13 studio albums.  

Procol Harum’s official website issued a statement in the wake of Brooker’s death, praising his talents and leadership.  “A Whiter Shade of Pale” remains a masterpiece, it said, “but he and the group never sought to replicate it, preferring to forge a restlessly progressive path, committed to looking forward, and making each record a ‘unique entertainment’.”

Brooker grew up in London and, at age 17, he formed his first group, The Paramounts, with a young guitarist whose name some readers will recognize: Robin Trower.  The Paramounts enjoyed some success on the club circuit but their recordings went nowhere on the charts, and they disbanded in 1966.  Disheartened by that experience, Brooker was planning to focus solely on songwriting instead, forming a bond with poet/lyricist Reid.  When they couldn’t interest other artists in recording their songs, they decided to form a band after all, choosing the name Procol Harum, which, loosely translated from Latin, means “beyond these things.”

Brooker, a big fan of classical music and the works of Bach and Handel, loved the idea of bringing complex classical arrangements with repeated themes into the songs he was writing.  While his use of classical motifs was more subtle and nuanced than the more overt and bombastic pieces of Yes and ELP, he continued to look for new ways to give Procol Harum’s rock music a classical edge.

It’s interesting to note that, soon after the immediate success of “A Whiter Shade of Pale,” the group’s original guitarist and drummer were replaced, at Brooker’s insistence, with Trower and former Paramounts drummer B.J. Wilson for the follow-up single, “Homburg,” which reached #6 in the U.K. but only #34 in the U.S.  Curiously, their British fan base began dissipating, but Procol Harum built momentum in America through constant touring.  Their 1969 LP “A Salty Dog,” especially the haunting title track, was played often on emerging FM stations, again carried by Brooker’s stunning vocals.

Procol Harum in 1968, with Brooker at far right

Organist Fisher left at that point, replaced by former Paramounts keyboardist Chris Copping.  This lineup recorded “Home” (1970) and “Broken Barricades” (1971), both Top 40 albums in the U.S., but the creative differences between Brooker and Trower proved insurmountable, and Trower headed off to form a power trio and establish an enviable reputation as one of the supreme guitarists of his era.

In 1972, Brooker led Procol Harum through a second commercial peak with a foray into a more symphonic rock sound, captured on “Procol Harum Live:  In Concert With the Edmonton Symphony Orchestra.”  A live version of “Conquistador,” a tune from their 1967 debut album, found itself peaking at #16 on the U.S. Top 40 chart that summer.  The group’s 1973 LP, “Grand Hotel,” ended up their highest charting LP in the U.S., reaching #21.

Three more LPs in the ’70s racked up increasingly disappointing sales numbers, and when 1977’s “Something Magic” stiffed at #150, the band called it quits.

I can’t claim to have been much of a Procol Harum fan in the Seventies, but as I have often done with bands from that period, I developed a newfound appreciation for their repertoire once I immersed myself in their catalog in recent “expeditions.”  As is customary, I have assembled a Spotify playlist (found at the end of this essay) of the tracks that most impress me.    

Brooker’s attempt at a solo LP stiffed in 1979, but he enjoyed collaborating with other artists on their albums and tours, most notably Eric Clapton.  Brooker’s work can be heard on Clapton’s “Another Ticket” studio LP and his “Just One Night” double live album in 1980.

Alan Parsons, who produced “Dark Side of the Moon” for Pink Floyd before forming his own collective, The Alan Parsons Project, recruited Brooker in 1986 to sing lead vocals on “Limelight,” a majestic track on APP’s “Stereotomy” album.  “His performance on that song is one of my all-time favorites,” said Parsons last week.

Brooker in 2012

In 1991, against all odds, Brooker, Fisher, Trower and Reid reunited to record “The Prodigal Stranger,” a great album that got attention and sparked a resurgence of touring in the U.K. and the U.S.  Brooker took a break from Procol Harum in 1997 and 1999 when he accepted a slot in Ringo Starr’s All-Starr Band for a couple of high-profile tours.  In 2003, Brooker was a visible, welcome presence at “Concert for George,” the tribute show at Albert Hall honoring the work of George Harrison, who had died the previous year.  Brooker added some spirited piano throughout the show, and was the featured vocalist on the deep Beatles tune “Old Brown Shoe.”

Procol Harum, always with Brooker at the helm, toured often in the 2000s, focusing on European cities and Australia.  I was pleasantly surprised to discover several strong songs on “Novum,” a 2017 LP that was Procol Harum’s first new album in nearly 20 years.  

In 2005, things got ugly when Fisher chose to sue Brooker, claiming his organ playing amounted to co-writing “A Whiter Shade of Pale” that should have earned him royalties.  He ultimately won rights to future royalties (but not the past royalties he sought), but the experience left Brooker bitter.  “Today may prove to be ‘A Darker Shade of Black’ for creativity in the music industry,” Brooker said after the court ruled.  “No longer will songwriters, bands, and musicians be able to go into a studio to give their best in a recording without the possibility of one of them, at any future point, claiming a share of the publishing copyright.”

I think if you listen to the playlist, you’ll appreciate how good Brooker’s voice is, if you’re not already aware.  His peers in the music business certainly enjoyed his work, as evidenced by their words of praise last week.  He is survived by his wife, Franky, to whom he was married for 54 years.

Rest in peace, Mr. Brooker.  You left us a sizable legacy of great music.


For posterity, I wanted to include Reid’s lyrics to “A Whiter Shade of Pale,” which actually consists of four very literary verses (and a chorus) that tell the evocative story of a man who pursues a young woman for a sexual encounter.  The limitations of pop music in 1967 meant the song was edited down to just two verses (they used verses 1 and 3), but my playlist includes a live version of the tune that includes the second verse as well:

“We skipped the light fandango, turned cartwheels ‘cross the floor, /I was feeling kinda seasick, but the crowd called out for more, /The room was humming harder as the ceiling flew away, /When we called out for another drink, the waiter brought a tray

(Chorus) And so it was that later, as the miller told his tale, that her face, at first just ghostly, turned a whiter shade of pale

She said, ‘I’m home on shore leave,’ though, in truth, we were at sea, /So I took her by the looking glass and forced her to agree, /Saying, ‘You must be the mermaid who took Neptune for a ride,’ /But she smiled at me so sadly that my anger straightway died


She said, ‘There is no reason and the truth is plain to see,’ /But I wandered through my playing cards and would not let her be, /One of sixteen vestal virgins who were leaving for the coast, /And although my eyes were open, they might have just as well’ve been closed


If music be the food of love, then laughter is its queen, /And likewise, if behind is in front, then dirt in truth is clean, /My mouth, by then like cardboard, seemed to slip straight through my head, /So we crash-dived straightway quickly and attacked the ocean bed”


Watch the jingle jangle start to shine

At age 12, I decided I wanted to learn to play guitar and be a rock musician someday. My parents bought me a shiny new electric guitar for Christmas that year, but I realized in less than year that I was not destined to be a lead guitarist. I was a strummer of chords rather than a picker of notes. I would set my sights on being Paul Simon instead of Eric Clapton.

When I visited my local music shop to trade in my electric for an acoustic, a funny thing happened. I perused the guitars hanging on the wall and noticed one that had twice as many strings as the others. Hmmm, I wondered, what have we here? I pulled down this 12-stringed instrument from its hook, tucked it under my arm and strummed it. What came out was the most wonderful sound, a full, melodious tone that stunned me. It was like two guitars being played at once. I knew instantly that this was for me.

Struggling to play barre chords on my bulky
Mayfair 12-string in 1969

Frankly, I should’ve reconsidered. Even though a 12-string guitar is played the same way as a 6-string, using the same chords and tuning, it requires more dexterity, a tighter grip, deeper callouses, and it has twice as many strings that break or go out of tune. As folk legend Pete Seeger put it, “When you play the 12-string guitar, you spend half your life tuning the instrument and the other half playing it out of tune.” It made the learning process more challenging than if I’d just stuck with a regular 6-string acoustic. But I persevered, and by the time I turned 16, my parents saw how dedicated I’d become to my craft, and gave the green light to turning in my $65 Mayfair starter guitar for a truly magnificent Martin 12-string that I still cherish today in 2022.


A guitarra séptima

Where did the idea of 12-string guitars come from? Various Mexican instruments in the late 1800s like the bandolón, guitar séptima and mandolin used doubled strings, as did the bouzouki in Greece, some of which had as many as 18 strings. The modern 12-string guitar didn’t find its way into the United States until the 1920s and 1930s, when blues artists like Lead Belly and Blind Willie McTell were attracted to the larger-than-life sound they provided, making them ideal for solo accompaniment. Folk musicians in the 1950s like Seeger occasionally used them to embellish more spirited songs in their repertoires.

Blues legend Lead Belly

As electric guitars were developed and became crucial instruments in the rock and roll sound, manufacturers began experimenting with 12-string electrics. You could hear the distinctive chiming tone they make on such early ’60s tracks as Jackie DeShannon’s 1963 hit “When You Walk in the Room,” with Glen Campbell, then an L.A. session musician with The Wrecking Crew, playing the 12-string licks. The 1964 Peter and Gordon hit “A Would Without Love” features 12-string solos by Vic Flick as well.

George Harrison

But it was George Harrison’s electric 12-string on The Beatles’ LP “A Hard Day’s Night” that broadened the appeal. Listen to “I Should’ve Known Better,” “You Can’t Do That,” “Anytime At All” and the title track, and you can hear the shimmering tone that would mesmerize aspiring musicians like Roger McGuinn of The Byrds. He would soon get his own Rickenbacker 12-string and make it the signature element of the group’s records, from hits like “Mr. Tambourine Man” and “Turn! Turn! Turn!” to “My Back Pages” and the frenetic picking on “Eight Miles High.” That unmistakable metallic tone was often described as “jingle-jangle.” Seeger had equated it to “the ringing of bells.” Similarly, Tony Hicks of The Hollies and Michael Nesmith of The Monkees loved the sound of the electric 12-strings made by Gretsch, Gibson, Fender and Guild, and employed them often on record and in live shows.

The Byrds’ Roger McGuinn

Harrison continued using a 12-string on subsequent Beatles albums, most notably on “Ticket to Ride” from “Help!” and on his own song, “If I Needed Someone,” from “Rubber Soul.” Keith Richards used one, although noticeably out of tune, on the Rolling Stones ballad “As Tears Go By.” David Bowie used a 12-string on the intro of his earliest hit, 1969’s “Space Oddity,” and in the studio, premier electric axeman Jimi Hendrix was not immune to picking up a 12-string acoustic now and then, such as on the very deep track “Hear My Train A-Comin’.”

The preponderance of 12 strings, both acoustic and electric, really flourished in the 1970s. Acoustic singer-songwriters like Gordon Lightfoot, Dave Mason and the three-man outfit America used acoustic 12-strings all the time to great effect. Check out Lightfoot’s 1975 top seller “Sundown” (with a 12-string pictured on the album cover), or the shimmering sound of the guitars on Mason’s 1977 hit “We Just Disagree.” Nearly every track on America’s debut album (especially “Three Roses” and “Rainy Day”) rings with 12-string guitars. David Crosby’s solo debut “If I Could Only Remember My Name” has 12-strings sprinkled throughout.

12-string virtuoso Leo Kottke

I remember the first time I heard acoustic 12-string virtuoso Leo Kottke on some of his incredible instrumental tracks, and marveled at his deft picking skills and his uncanny ability to play leads and chords simultaneously.

Meanwhile, the electric 12-string continued making its presence known in increasingly dramatic fashion. Perhaps the most famous use of the instrument came when Jimmy Page played one on Led Zeppelin’s anthemic tour-de-force, “Stairway to Heaven.” Because the piece required him to play both 6-string and 12-string guitar in different sections, he had a custom double-necked guitar built that made it much easier in concert to switch back and forth between the two in mid-song. Not to be outdone, Zeppelin bandmate John Paul Jones commissioned a special triple-necked acoustic guitar that included 6-string, 12-string and mandolin, which was perfect for the group’s acoustic sets on tour.

Jimmy Page and his double-necked Gibson
John Paul Jones playing his triple-necked instrument

“The double neck was not just a novelty,” noted Page in a 2014 interview. “It was there as a necessity. I thought the only way to replicate ‘Stairway’ properly, to do it any justice, was getting a guitar that will give you 12 strings on one neck, six strings on the other. It would have been very awkward without it.”

Indeed, while the 12-string was at first viewed by many as a novelty, it turned out to have plenty of staying power as more and more musicians gave it a whirl. Progressive rock bands like Rush and Yes were quick to join the party as guitarists Alex Lifeson and Steve Howe incorporated either electric or acoustic 12-strings into many of their arrangements. The introduction to Yes’s amazing “And You and I” from their “Close to the Edge” album clearly shows Howe’s innovative mastery of the 12-string. Genesis guitarists Anthony Phillips, Steve Hackett and Mike Rutherford were all quite fond of the resonant sound the 12-string produces. Guitarist Justin Hayward of The Moody Blues employed one for their minor hit “Question,” and Roger Hodgson of Supertramp featured an acoustic 12-string on their first Top 20 single “Give a Little Bit.” Classic rock tracks like Boston’s “More Than a Feeling,” Queen’s “’39” and Pink Floyd’s “Wish You Were Here” seem to almost compete as to which used a 12-string more effectively.

Don Felder trading licks with Joe Walsh

Vying for the most well-known song dominated by 12-string guitar is The Eagles’ “Hotel California,” on which guitarist Don Felder gently picks the intro on acoustic, and then he’d pull out his own double-necked electric in concert for his famous solo tradeoffs with Joe Walsh at the song’s conclusion.

In the jazz fusion arena, John McLaughlin of the Mahavishnu Orchestra was a huge fan of the 12-string, brandishing one on a regular basis in the studio and on stage. Jazz guitar wizards Pat Metheny and Larry Coryell were often seen with 12-strings in hand as they navigated their song catalogs.

In the 1980s, Peter Buck of R.E.M. became a proponent when he used a 12-string on jangly tracks like “Pretty Persuasion” and “So. Central Rain.” The late great Tom Petty and his Heartbreakers guitarist Mike Campbell both wielded 12-strings liberally on many great ’80s songs like “Somewhere Under Heaven” and particularly the mega-hit “Free Fallin’.” England’s The Smiths often brought 12-strings to bear on some of their tunes, notably “This Charming Man” and “Hand in Glove.”

Taylor Swift performing on a 12-string

You may not hear them used as much in recent years, but they haven’t disappeared. Taylor Swift, one of the premier songwriters/entertainers of her generation, says she loves playing some songs on a 12-string in concert to give them extra energy.

As for me, well, my Martin D-12-28 was the only guitar I had for more than 40 years, and it has served me well (even for a spell in 1976-77 when it became an 11-string guitar because I lost a couple pieces of one of the tuning pegs!). It wasn’t until 2018 that I finally broke down and bought myself a 6-string (another Martin, of course) just so I would have a choice when I was in the mood to play.

When I put new strings on the 12-string, though, nothing beats it. I could play for hours. In fact, I think I will!

With my Martin 12-string in the late ’70s
At home in 2022 with my trusty 1971 Martin


This playlist takes the listener on a journey chronicling the use of the acoustic and electric 12-string in rock music, from early Lead Belly tracks through Beatles and Byrds tunes, from anthems of the ’70s through the jangly ’80s tracks of R.E.M. and Tom Petty.