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He Loves and She Loves

Written: 1927

Music by: George Gershwin

Words by: Ira Gershwin

Written for: Funny Face (show)

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Stacey Kent


"He Loves and She Loves"

from her album
Let Yourself Go Celebrating Fred Astaire
(recorded July 26-27, 1999, Ardingly, England;
arranged by Jim Tomlinson and Stacey Kent, with album personnel Jim Tomlinson on clarinet and saxophone, Colin Oxley on guitar, David Newton on piano,
Simon Thorpe on bass, Steve Brown on drums


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"He Loves and She Loves"
in the Cafe Songbook Record/Video Cabinet
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"He Loves and She Loves"

Critics Corner || Lyrics Lounge

About the Show Funny Face / Origins of the Song



The Gershwins Ed. by Robert Kimball and Alfred Simon
The Gershwins
Robert Kimball and Alfred Simon, Ed.s,
New York: Atheneum, 1973

book cover: Edward Jablonskie, "Gershwin A Biography"
Edward Jablonski
A Biography,

New York: Doubleday, 1987
(paper bound edition shown)



Other songs written for Funny Face currently included in the Cafe Songbook Catalog of The Great American Songbook:

1. How Long Has This Been Going On? (not used in Broadway production of Funny Face)

2. My One and Only (What Am I Gonna do?)

3.'S Wonderful


For a complete listing of songs used in the original Broadway production of this show, see IBDB song list.



Howard Pollack

George Gershwin: His Life and Work
Berkeley: Univ. of California Press




book cover: Deena Rosenberg, "Fascinating Rhythm: The Collaboration of George and Ira Gershwin"
Deena Rosenberg
Fascinating Rhythm: The Collaboration of George and Ira Gershwin,
Ann Arbor: University of Michigan Press, 1991, 1997
(soft cover Ed.)



book cover: Ira Gershwin The Art of the Lyricist by Philip Furia
Philip Furia
Ira Gershwin:
The Art of the Lyricist

New York, Oxford Univ. Press, 1996


The Astaires Fred and Adele by Kathleen Riley
Kathleen Riley
The Astaires: Fred & Adele
New York: Oxford UP, 2012

"He Loves and She Loves" was not included in the scorefor Funny Face (originally titled Smarty) when it first previewed at the Shubert Theater in Philadelphia on October 11, 1927. The song wasn't introduced until one of the the later previews in Atlantic City during the week of November 7-12, 1927. There it was sung as a duet by Adele Astaire as Frankie and Allan Kearns as Jimmy. Other previews took place in Washington DC, and Wilmington, Delaware before Funny Face opened on Broadway on November 22, 1927, for a run of 244 performances. This number came close to matching the Gershwins' previous hit, Oh, Kay! (256 performances) in 1926, but could not approach equalling (just to show the competition of the era) contemporaneous shows like A Connecticut Yankee with score by Rodgers and Hart, Vincent Youmans' Hit the Deck or Show Boat with music by Jerome Kern and lyrics by Oscar Hammerstein II that ran for 572 performances -- not to mention several other shows of that year with even longer runs. Funny Face also had a London run of 267 opening on Nov. 8, 1928, with a mostly new cast, except for Fred and Adele Astaire whose popularity in Britain was a ready boost to ticket sales. Oddly, "He Loves and She Loves," which Howard Pollack calls "one of Gershwin's most glorious melodies" was cut from the British production, replaced by a song we no longer remember. It was, however, reintroduced when the show toured Australia. There is a studio recording of "He Loves and She Loves" featuring Adele Astaire singing it with Bernard Clifton (who played Jimmy in the British cast) accompanied by George Gershwin on piano.

The Broadway version of Funny Face was produced by Alex Aarons and Vinton Friedly, for their new theater on West 52nd Street, the Alvin, a name created from the first syllables of their first names: "Al" + "Vin." (As of 1983, The Alvin was renamed the Neil Simon Theater.) Aarons and Friedly also produced the Gershwins' three previous hit shows Lady, Be Good! (1924), Tip-Toes (1925) and Oh, Kay! (1926), some of the profits from which went into building the new house. The bookfor Funny Face was written by Fred Thompson and Paul Gerard Smith, the latter replacing Robert Benchley the very popular New Yorker writer, theater critic and humorist.

The rather extended period of previews for Funny Face (six weeks worth) noted above was due in part to the show being fraught with problems including the departure under pressure of Benchley. When the producers brought the famous man on board his reputation made them smell success but the book he and Thompson crafted out of a scenario created by Thompson and Guy Bolton proved unwieldy and Benchley bowed out with the partly self-critical comment, "Gosh, how can I criticize other people's shows if I had anything to do with this?" (The Gershwins, p. 80). George Gershwin biographer Edward Jablonski reports that to Ira Gershwin "the show's pre-New York version "looked like a failure." Ira went on to say that during that period of previews there was an enormous amount of "recasting, rewriting, rehearsing, [and] recriminating -- [but] of rejoicing there was none." Jablonksi writes that Fred Astaire called that time "Agony," and that the entire show and score got redone and some of the cast members replaced. Coincidentally, Richard Rodgers was in Philadelphia for the try-outs of his and Lorenz Hart's show A Connecticut Yankee and caught a preview of the Gershwin show. Rodgers wrote of that show in a letter to Dorothy Feiner, his future wife, "God will have to do miracles if it's going to be fixed" (Katherine Riley, The Astaires: Fred & Adele, p. 112). More importantly in the long run Allan Kearns came in for Stanley Ridges to play opposite Adele Astarie and therefore wound up performing "He Loves and She Loves" with her, and the comic actors Victor Moore and Earl Hampton were added, quite successfully, to play the jewel thieves.. Jablonski comments that although the producers finally saw some things they liked, the book remained "a piece of fluff about jewel robbery" involving an aviator, an attempt to cash in on all the current fuss about Lindbergh. Adele Astaire played her usual "charming ingenue" role while Fred was her "foster-brother" and "suffering guardian.

Astonishingly, under the pressure of the producers' axe, a flood of 24 songs emanated from the Gershwins for Smarty/Funny Face of which eleven fell by the wayside by the time the troubled previews were over -- though several of these, including "How Long Has This Been Going On?" survived to appear in later shows, and, in its case, go on to become a standard. More than one commentator has noted that "He Loves and She Loves" found its way into the Funny Face score as a replacement for "How Long Has This Been Going On" for a variety of reasons: Deena Rosenberg has suggested that "He Loves, She Loves" was lighter compared to "the darkly sensuous" "How Long Has This Been Going On" (p. 155, paperback Ed.) -- "dark and sensuous" not necessarily being good for ticket sales. Similarly, Philip Furia notes the new addition had "a melody more in [Allan] Kearns vocal range and a simpler lyric that, as Ira put it, 'managed to get over' to the out-of town audience" (Furia, p. 65). Perhaps the last straw of the taxing preview period came when, upon departing Wilmington, George, thinking the show was ready for Broadway and they could return to New York with feelings of relief, discovered he had lost his tune book containing forty as yet unused songs. After a frantic but unsuccessful attempt to recover it, he expressed a form of self-confident resignation reserved for geniuses, and optimistic ones at that, suggesting there were more where those came from (Jablonski, pp. 144-145). He was right, of course. Still, wouldn't it be nice to stumble across that notebook in some Wilmington flea market.

The reviews of Funny Face contained some common strains: the book was eminently forgettable, the Gershwin songs were an asset (an estimate that with hindsight would now certainly seem an understatement), but the key element for the show's eventual success would be the dancing of the Astaires. Jablonski quotes a couple of the better known critics as follows:

George Jean Nathan spoke for most when he wrote in Judge magazine that "the Astaire team lifts the evening as they lifted equally dubious vehicles and sends the show gaily over. If there are better dancers anywhere I must have been laid up with old war wounds when they displayed themselves." Alexander Woollcott underscored the Astaire-Gershwin affinity with "I don't know whether George Gershwin was born into this world to write rhythms for Fred Astaire's feet or whether Fred Astaire was born into this world to show how the Gershwin music should really be danced" (p. 145, hardcover Ed.).

Kathleen Riley quotes the New York Sun review of Funny Face from Novemeber 23, 1927, the day after the Broadway opening:

They are a sort of champagne cup of motion, those Astaires. They live, laugh and leap in a world that is all bubbles. They are sleek, long-shanked, blissfully graceful, both of them. Their dance steps flash and quiver with an intricacy which declines to be taken seriously but which is none the less a maker of marvels (The Astaires: Fred & Adele New York: Oxford UP, 2012, p. 111).

The delayed entrance of "He Loved and She Loved" into the score for Funny Face) didn't come about until the previews in Atlantic City. Looking for more material to bolster the show, the Gershwins were fiddling around, as they often did, with one of George's early songs,"Something About Love," that had a "perky" melody, a lyric by Lou Paley (one of George's co-writers from a time before George and Ira were working together regularly) and that was first used in the little remembered 1919 production The Lady in Red and later in Lady, Be Good, neither time making much of a mark. Jablonski explains that Paley's lyric reflected his background as a grammar school teacher by including the conjugation for the singular of the verb "love" in the present tense and indicative mood, with "and" separating the steps: "I love (and) you love (and) he loves (and) she loves." The always proper Ira contacted Paley for permission to adapt a small slice of his lyric, which Paley was glad to do. The result was a new song for Funny Face, "He Loves and She Loves," derived from slivers of an old one. Despite their spectacularly fecund capacity to create songs from scratch, this going back into theirtrunkto retrieve unused or slightly used material was not a rare way of working for the Gershwins (Jablonski, p. 146-147) who were professional songwriters for the theater with a primary motive of coming up with the best material for their current theatrical project.

George Gershwin's and Lew Paley's song "Something About Love" (1919) is performed by Brad Kaye and Those Syncopating Songbirds in 2009. The earlier song included bits and pieces both musically and lyrically, that wound up in George and Ira's "He Loves and She Loves." This rendition demonstrates how much the song's "perky" nature had changed by 1927. The character of "He Loves and She Loves is best described by George's direction marked on its sheet music: "Slowly with Sentiment."

"'S Wonderful" gets performed by Adele Astaire playing Frankie and Allan Kearns playing Peter Thurston. Frankie is one of three sisters under the guardianship of Jimmy Reeves (Fred Astaire) whose wealthy parents have taken the girls into their household. Peter Thurston is a house guest and famous aviator. Frankie has written down in her diary some lies about her guardian Jimmy --lying being one of her less charming habits. The diary has gotten locked up in Jimmy's safe and in order to retrieve it, she has enlisted Thurston's help. As they make their plans, they begin to fall in love and sing "He Loves and She Loves." Later in the show, during te second act, Frankie and Peter sing "'S Wonderful" to each other as their romance progresses. Jimmy's (Fred's) Love interest is another of the sisters, June, played by Gertrude McDonald, to whom he sings "My One and Only" (titled in the show as "What Am I Going to Do?"). This was Fred's crack at both singing and dancing one of the several songs from Funny Face that would turn out to be a standard. It's interesting to note that although Fred and Adele are the shows stars (as they have been and will be in many shows), being sister and brother in real life, they never play opposite one another as a romantic couple.

Adele and Fred do get to sing and dance together in the show on the famously satirical number "The Babbitt and the Bromide." The song mocks the shallowness of a clichéd age as did Sinclair Lewis in his 1922 novel Babbitt and humorist Gelett Burgess in his 1906 lampoon of "tiresome bores," Are You a Bromide? (Howard Pollack, George Gershwin: His Life and Work, p. 411). There is no known video of Fred and Adele singing and dancing the "The Babbitt and the Bromide" but you may recognize Fred's dancing partner in the clip below -- even though Fred feigns not to.

Fred Astaire and Gene Kelly sing and dance "The Babbitt and the Bromide" (music by George Gershwin, words by Ira Gershwin originally from the 1927 show Funny Face) in the 1946 movie Ziegfeld Follies.

The Offspring of Funny Face

Fred Astaire sings "He Loves and She Loves" to Audrey Hepburn in the 1957 movie Funny Face. As described above, Fred also appeared in the 1927 Broadway show of the same title co-starring with his sister Adele, but as the real life siblings never played romantic roles opposite one another, she sang "He Loves and She Loves" with Allan Kearns. The movie Funny Face, other than using four songs from the Broadway production and featuring one of its stars (Fred) otherwise bears no resemblance to the original show. The four songs were the title song "Funny Face," "Let's Kiss and Make Up," "He Loves and She Loves," and "'S Wonderful." In the movie, the first three are sung as solos by Fred, the last as a duet by him and Audrey Hepburn. A fifth song written for the original Broadway Funny Face, but never used in it, "How Long Has This Been Going On," became a solo in the movie for Miss Hepburn. Finally, "Clap Yo' Hands" written by the Gershwins for their 1926 show Oh, Kay! was sung and danced to in the movie by Fred and Kay Thomson (Pollack, p. 414). Another production derived from the show Funny Face, in which "He Loves and She Loves" was used, bears the title of one of the original Funny Face songs: "My One and Only." For commentary on the 1983 Broadway hit show My One and Only, consult the song's Cafe Songbook page.

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Critics Corner

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book cover: The Complete Lyrics of Cole Porter
The Complete Lyrics Of Cole Porter
Robert Kimball, Ed. (with an Intro. by John Updike), New York: Alfred A Knoph, 1983 (Da Capo Press paperback Ed., 1992, shown).

"He Loves and She Loves" consists of two verses, one preceding the refrainand the other coming after it. In the first verse, the lyric's thesis is established: that for "the human race" happiness derives from love itself, or, more specifically, from loving "that wondrous thing they call love" -- and as the refrain's conjugation of "love" makes clear, everybody participates: "He Loves, and she loves and they love," a line sung by Peter (Alan Kearns) and responded to by Frankie (Adele Astaire) who extends the loving beyond humans to "Birds love and bees love and whispering trees love," leading to her conclusion: "And that's what we both should do."

In some ways the Gershwin song is lyrically a precursor of Cole Porter's Let's Do it" from the next year, 1928, in which Porter lists eight separate species of birds doing it as well as bee's and "educated flees." For Porter, the antecedent of "it" is literally "fall in love," but quite clearly he suggests more in his catalog of witty examples and unmistakable sexual innuendos. His double entendres, emanating from both "do" and "it," are inescapable. For Ira, at least in "He Loves and She Loves," a cigar is only a cigar. He's not a lyrical prude, acknowledging that in some songs, he intends something more, but neither is he fond of being over interpreted. He makes a special effort to disabuse anyone who reads too much into his 1926 "Do, do do, / What you've done, done, done / Before, Baby," in which what is done, he insists, is nothing more than a kiss. "He Loves and She Loves" is even less susceptible to a reading evoking more serious carnality. (JAC)

Lyrics Lounge

Click here to read the lyrics for "He Loves and She Loves" as sung by Ella Fitzgerald on the album The George and Ira Gershwin Songbook, as well as for how it was sung originally by Adele Astaire (as Frankie) and Allan Kearns (as Peter) in the 1927 Broadway show
Funny Face
, for which it was written.

Oh Lady Be Good: Best of the Gershwin Songbook contains her 1959 studio version with Nelson Riddle arrangement -- as do all her other albums with tracks of "He Loves and She Loves.")

Amazon iTunes


For the published lyric, see The Complete Lyrics of Ira Gershwin:

Robert Kimball, Ed. The Complete Lyrics Of Ira Gershwin, New York: Alfred A. Knoph, 1993; reprinted as paperback by Da Capo Press, 1998.

Click here to read Cafe Songbook lyrics policy.

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The Cafe Songbook
Record/Video Cabinet:
Selected Recordings of

"He Loves and She Loves"

(All Record/Video Cabinet entries below
include a music-video
of this page's featured song.
The year given is for when the studio
track was originally laid down
or when the live performance was given.)

(Please complete or pause one
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Performer/Recording Index
(*indicates accompanying music-video)

Adele Astaire and Bernard Clifton
album: Funny Face

Amazon iTunes

Notes: Bernard Clifton and Adele Astaire performed "He Loves and She Lovesl" together in the 1928 London production of Funny Face, Clifton having replaced Allan Kearns from the Broadway cast. As for George Gershwin being "at the piano" on the album track, he did record some of the songs with cast members from Funny Face in a London studio during the run of the show, but but that this is one of those recordings is not certain, though likely. Certainly iTunes designation of this being a "soundtrack" is incorrect. Soundtracks come from movies, which these tracks certainly don't. More likely it is a "show cast" album recorded in a studio during the London run of the show.

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Leslie Hutchinson
album: Hutch Sings Gershwin and Porter

It's Difficult to find a CD that includes Huchinson singing "He Loves and She Loves." One is available at PastPerfect.com."

Notes: Leslie Hutchinson, Caribbean born (Grenada) British cabaret singer and pianist, began his career in the US but wound up in London where he was very popular during the late Twenties and Thirties.
The video of Hutchinson singing and playing "He Loves and She Loves" (1928), probably uses the same track as on album referred to above.
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Fred Astaire
album: Funny Face

Amazon iTunes

Notes: On this album Fred Astaire sings "He Loves and She Loves" to Audrey Hepburn from the 1957 movie Funny Face. In the original 1927 Broadway production, the song was sung by Fred's sister Adele in a duet with Allan Kearns. Fred and Adele co-starred in the show but sister and brother in real life, they never played romantically involved couples on stage. By the time Funny Face became a movie, Adele had retired from show business, trading it in for marriage to a British aristocrat. The screenplay, bearing no resemblance to the show's book, finds Fred singing "He Loves and She Loves" to Audrey, as in the clip in the center column below.
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Ella Fitzgerald
album: Our Love Is Here To Stay: Ella & Louis Sing Gershwin

Amazon iTunes

Notes: The track from the album above and on the musicvideo is the same track found on the 1959 album Ella Fitzgerald Sings The George And Ira Gershwin Song Book as well as on all the Verve spin-offs from that album. Louis Armstrong does not join her on the recording. The album shown above is a compilation of the two artists' individual takes on Gershwin songs. The album tracks were recorded at various times and places, mostly at Capitol Studios, Hollywood, Los Angeles, California: August 16, 1956, between August 18 and October 14, 1957 and between January 5 and July 17, 1959. Arranger for "He Loves and She Loves is Nelson Riddle, and the orchestra is also Riddle's. Album personnel includes Ella Fitzgerald (vocals); Louis Armstrong (vocals, trumpet); Herb Ellis (guitar); Sonny Stitt (alto saxophone); Coleman Hawkins, Flip Phillips, Illinois Jacquet, Lester Young , Stan Getz (tenor saxophone); Roy Eldridge (trumpet); J.J. Johnson (trombone); Oscar Peterson (piano); Jo Jones , Louie Bellson, Alvin Stoller, Buddy Rich (drums). Other arrangements on the album are by Nelson Riddle and Russel Garcia.
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The Charlie Byrd Trio
album: Isn't It Romantic?

Amazon iTunes

Notes: The trio on the album consists of Charlie Byrd on guitar, Joe Byrd (Charlie's brother) on bass and Chuck Riggs on drums. The Gershwin songs "Someone to Watch Over Me" and "He Loves and She Loves" are guitar solos by Charlie.
The live performance on th music-video is a medley by Charlie Byrd combining the ballad "He Loves and She Loves" with the up tempo number "How Long Has This Been Going On," which is also from the Gershwin score for Funny Face (1927) but was not used in the original Broadway production. The album was recorded at Classic Sound Productions, New York City in March 1984 and Penny Lane Studios, New York City in August, 1991.

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Michael Feinstein
album: Pure Gershwin


Notes: Michael Feinstein's first album, Pure Gershwin (1985), contains the songs "'S Wonderful" and "He Loves and She Loves," (both from the 1927 Broadway show Funny Face) but not sung as a medley as they are on the live performance video above. On the album, "'S Wonderful" stands alone on its own track while "He Loves and She Loves" is combined with with another song written for Funny Face (but not used in that show), "How Long Has This Been Going On?"
The video is of a live performance at the New York Marriott Marquis hotel in 1987, on the 50th anniversary of George Gershwin's death.

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Carol Sloane
album: Heart's Desire

Amazon iTunes

Notes: Album personnel include pianist Stefan Scaggiari, bassist John Lockwood and drummer Colin Bailey. Sloane's rendition is more playful and up tempo than most other recordings of the song.
Video: none currently available
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Stacey Kent

album: Let Yourself Go:
Celebrating Fred Astaire

Amazon iTunes

Notes: Stacey Kent (vocals) Colin Oxley (guitar), John Pierce (piano) "Stacey Kent pays tribute to Astaire in Let Yourself Go, the third stellar album for the London-based, New York-bred vocalist whose voice resembles a lighter version of Dinah Washington's. Kent shines on both gorgeous ballads ("They Can't Take That Away from Me") and solid swingers ("Shall We Dance"), and adds an easy bossa nova beat to "'S Wonderful." Trading lines with her is Kent's saxophonist-husband Jim Tomlinson, who fronts the solid band. Flexible with the rhythms yet never straying far from the melodies, Kent also pays perhaps the ultimate compliment to many of these songs by including the oft-neglected verses." (from David Hoiuchi, Amazon editorial review)
Video: See Main Stage above (same track as on album shown above)..

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Audra McDonald
album: Happy Songs


Notes: Audra McDonald is accompanied by Kevin Kuhn on guitar. William Ruhlmann, writing for CD Universe, suggests the album title Happy Songs is ironic. The album cover art as well as the song selection supports the irony. Audra in period get-up looks far from cheery and songs Included are Irving Berlin's anti-lynching ballad "Supper Time" and Harold Arlen and Ted Koehler's "Ill Wind" ("You're Blowin' Me No Good.")
Video note: Same track as on album referenced above. The video itself contains the soundtrack (which is what we care about) but other than the introductory titles, there is nothing else to see, so just listen.

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Barbara Cook
album: Rainbow Round My Shoulder

Amazon iTunes

Notes: William Ruhlmann in his CD Universe commentary on Rainbow Round My Shoulder notes that this is Barbara Cook's first album with her then new music director, Lee Musiker, who varies the arrangements from jazz inflected to "plaintive ballad" as well as the songs selected which range from those by heart-of-the-Songbook songwriters Rodgers & Hart, the Gershwins and the team of Burton Lane and E.Y. Harburg to their successors Peter Allen, John Bucchino, and Stephen Sondheim.

The album was recorded at Legacy Studios, New York, July-August 2008. The arrangement for "He Loves and She Loves" is by Lee Musiker. Album personnel include Jay Berliner (guitar, banjo); Cynthia Daniels (recorder); Lawrence Feldman (woodwinds); Musiker (piano, keyboards); Peter Donovan (bass instrument); James Saporito (drums and percussion).

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Ehud Asherie
album: Modern Life

Amazon iTunes

Notes: On the track for "He Loves and She Loves" Asherie does the verse and is then joined in the refrain by Harry Allen on Tenor for a very nice up-and-back. Bassist Joe Forbes and drummer Chuck Riggs show they know just what to do in the background. Asherie also gets in a gentle but crisp solo. The group makes the song new without violating its original spirit.

The album combines some less often heard Songbook standards such as "The Trolley Song," "Casbah," and "Soon," with some lesser known but still special straight ahead jazz compositions. Also heard are some Asherie originals. Personnel includes Ehud Asherie (piano), Harry Allen (tenor saxophone), Joel Forbes (bass), and Chuck Riggs (drums).
Video: currently unavailable

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