To many Willie fans, both the casual and hardcore, his 1978 album Stardust is the best he ever made, and the reverence is well-earned. It’s the biggest-selling record of his career, spending a full ten years on Billboard’s country albums chart. It’s also an undeniably beautiful collection of songs and performances, quiet and contemplative and marked by Willie’s unmistakable affection for the music and his band. Simply put, it’s a perfect record. For all those reasons, it’s easy to forget that Stardust was the most radical move he ever made.

Think back to the year it came out. On the strength of such albums as Red Headed Stranger, Wanted! The Outlaws, and Waylon and Willie, Willie was at the forefront of the outlaw country revolution, and that’s what his label, Columbia Records, wanted to sell more of. But Willie had his own idea. He wanted to record a collection of standards from the American Songbook, and he planned to do so with R&B legend Booker T. Jones, one-time leader of the house band at Stax Records, adding in his Hammond B-3 organ and producing. Oh, and Willie saw no need to record it in a proper studio. He believed these songs he’d grown up loving as a kid would be better served by a more intimate setting; he didn’t want to capture them, he wanted to caress them. Thus was born Stardust.

(Read a transcript of this episode below.)

On this episode of One by Willie, Booker describes the making of the masterpiece, a story so improbable you could call it a creation myth, except that it’s true. And Booker gets into all of it: the outta-the-blue way he and Willie met, how they chose the songs, how Willie had to fight just to get Stardust made, and how they came to record it at Emmylou Harris’s house. And then, because Booker’s focus song is the Hoagy Carmichael classic “Georgia on My Mind,” we listen to a rare, live version of Willie and Ray Charles playing it together, one that Booker had never heard before. It’s a special conversation with one of the true geniuses of American music.

We’ve created an Apple Music playlist for this series that we’ll add to with each episode we publish. And if you like the show, please subscribe and drop us a rating on Apple Podcasts or wherever you get your podcasts.

One by Willie is produced and engineered by Brian Standefer, with audio editing by Aisling Ayers and production by Patrick Michels. Our executive producer is Megan Creydt. Graphic design is by Emily Kimbro and Victoria Millner.


John Spong (voice-over): Hey there, I’m John Spong with Texas Monthly magazine, and this is One by Willie, a podcast in which I talk each week to one notable Willie Nelson fan about one Willie song that they really love. The show is brought to you by Still Austin craft whiskey.

This week, we visit with one of the true titans of American music, Booker T. Jones. His list of accomplishments is so long and impressive that it’s almost comical: With his band the M.G.’s, he wrote and recorded “Green Onions” in 1962—while he was still in high school!—before they went on to become the de facto house band at Stax Records, playing on such classics as “Soul Man,” “Hold On, I’m Coming,” and “(Sittin’ on) The Dock of the Bay.” He also produced and played on Bill Withers’s incredible 1971 debut album, Just as I Am, and as all true Willie fans know, he produced and played on Willie’s 1978 masterpiece, Stardust.

At the time everything about that collaboration was unlikely, and Booker’s gonna get into all of it: how he met Willie, how they settled on those songs, how Willie and his manager, Mark Rothbaum, had to fight just to get the album made and to get Booker at the helm, and then how they recorded it in, of all places, Emmylou Harris’s living room. And then, because his focus song is “Georgia on My Mind,” we listen to a rare version of Willie and Ray Charles playing it together that Booker had never heard before. It’s a really special conversation with an absolute genius.

So let’s do it.

[Willie Nelson singing “Georgia on My Mind”]

John Spong: So, first question is always a little goofy, but particularly so in this instance. Booker T. Jones, what’s so cool about Willie Nelson’s version of “Georgia on My Mind?”

Booker T. Jones: Well, it’s got Willie singing on it. To get down to details, Willie hired me, and I come from an R&B, blues background, and so I was influenced by, obviously, the Ray Charles version of it. But Willie’s song has a coda on it, on the end. And I hired horns to play that coda for emphasis. And when the band got to the end of the song to start playing that D-flat to the G-flat seventh, that’s a blues change. And Willie just let go when that happened. And he just started (singing), “On my mind . . .”

And that’s the difference. I mean, he let go with that voice and with that soul. And so that makes the listener let go. And just rock. Or whatever that person wants to do.

This is kind of complicated for me, John, because I told you that “Georgia on My Mind” was my favorite song on the album, and that’s just not true. It’s one of my favorites because Willie had that voice. And the main composer on that album was from Indiana and caused me to go to Indiana University . . .

John Spong: Hoagy Carmichael! Yeah!

Booker T. Jones: Yeah. And he composed the “Stardust” and “Georgia on My Mind.” And those were the two, I think, that kind of got the whole thing started. And then the other one, which is a dark horse, but I have to mention it, is “September Song” because of what he does with it and the way his voice sounds. And Bobbie, his sister, is playing on “September Song,” and she had an influence over the whole group when she was there, a calming influence, and a simplicity, urged us towards the simple, beautiful things in the band. And she just had an air about her that made a song like “September Song” possible, the way she played the piano and just her. So it’s a complex album for me, in terms of ranking.

John Spong: I love that about Bobbie, because that’s the whole thing. She’s his big sister, and once upon a time they’re little kids, and she would’ve been the one that taught him to play this, when they were six and four or something like that.

And she could read music and play like that, and he would just follow along and pick this stuff up from her. And so, of course she was integral to what y’all were able to accomplish when y’all got together to make this.

Booker T. Jones: But to go back to “Georgia on My Mind,” that’s me playing piano on that one. So at the end, I just let go. I just started playing whatever came into my head and just took off and started floating away. That has to be . . . Willie just engineered all that purposely. He was pretty much a genius mentality on getting this music together. So it was a great privilege for me to be there.

John Spong: That sounds like a perfect segue to listen to it together if you’re up for it. Can I play it for us?

Booker T. Jones:  Sure. Yeah, please do.

Hold a minute. Let me close the door to the laundry. Hold on. Okay, I’m back.

[Willie Nelson singing “Georgia on My Mind”]

John Spong: What do you feel when you hear that?

Booker T. Jones: Well, I remember driving home from the studio the night after we recorded that song, and Emmylou’s house was up in the hills in Beverly Hills, and my house was way out in Malibu, and I just played that thing over and over, all the way home. I had a little cassette tape and I got this feeling, which I got just now from listening to it . . . it’s just a nice feeling to listen to that.

And of course, today, I think, is Mickey’s birthday, but Mickey’s solo on that is so perfect, the harmonica solo. But then when my mind comes in, I start thinking, “Wait a minute, this song is in D-flat.” Five flats! What country song is in D-flat?

I mean, Albert King’s “Born Under a Bad Sign” is in D-flat. It’s a special sound, that key is. Especially for Willie’s voice. And I don’t know how Mickey found a harmonica to play in that key. But that’s what’s going through my mind.

John Spong: Wow. Well, it’s interesting. And I love when you . . .  Because I’ve seen a lot of interviews with you, and when you start getting into the chords and the mechanics of how these songs fit, I don’t follow that because I can’t play anything and I don’t get it, but it makes such an impression on me when I hear you do it. And I think about, like you said a minute ago, Hoagy Carmichael wrote this, and you went to the University of Indiana to study music as a kid, from what I read, because Hoagy Carmichael went there. You knew this stuff when you’re growing up in Memphis, when you were just coming up, right?

Booker T. Jones: Yeah, that was his school, and he had written “Stardust,” and he was the most . . . if I could learn how to do anything close to that, that’s where I wanted to go. They accepted me. It was hard to get in, but I got in, and that’s where I studied music, that’s where I learned how to write the horns and everything, was right there at Indiana.

John Spong: It’s such a complicated song, as you were alluding to. And one of the things that Willie had said at the time the record came out when he was talking to people about how he did it, there was a great quote in Rolling Stone. He said, “I had had the idea for some time to make a record like this, but until I met Booker, I wasn’t really sure how I could do these songs, ’cause they’re really complicated, and they have a lot of chords in them, and I needed someone like Booker to write and arrange it, ’cause I couldn’t write this stuff down for my guys.” And my favorite, he said, “There’s this old saying: ‘When the student is ready, the teacher will appear.’ ” And that’s you.

Booker T. Jones: Oh, wow. That’s a good one. That’s a good one. Well, that’s exactly what happened, what he said. I got my old charts out, and I wrote the music for every horn. We had a big horn section from, I think it was from Hollywood, and Jules Chaikin was the director, and they transcribed the notes and everything, and it was just perfect. Yeah. In D-flat, five flats. That’s a lot of writing.

[Willie Nelson singing “Georgia on My Mind”]

John Spong: So how does this get going in the first place? How do you meet Willie Nelson?

Booker T. Jones: I rented this apartment in Malibu in ’76, I remember, and standing on my deck one day, I saw a guy running down the beach. People always ran down the beach in Malibu, and it looked just like Willie Nelson. Closer and closer and closer, it looked more like Willie Nelson . . . but, of course, it couldn’t have been Willie Nelson running down the beach right there in front of me. But then he opened the gate to my apartment building. I thought, “Wait, this is crazy.” And it was Willie Nelson. And he came up, so I waved and hollered and said hello, and then I went down to meet him. And it was Willie Nelson. He had rented the apartment right down below, beneath mine. He was living right downstairs.

John Spong: Well, you know who he is. What did you know about him at the time? I mean, he knew who you were for sure, but what did you know about Willie Nelson?

Booker T. Jones: Red Headed Stranger. Red Headed Stranger. And he had this voice. There was no other voice in country music like his at the time. And he was a songwriter, he wrote “Hello Walls,” and I knew who he was. But that was our meeting, was we just met one another right there when he came up to my apartment. And I had a little electric piano there on the deck, right by the deck, and he brought his guitar up.

And we started doing what we both did as kids, playing the songs that we loved the most. Sorta had a conversation about . . . And then that’s when “Stardust” came up, and we tried it. And we started trying other songs, and we went through quite a few songs, and he said, “Well, why are we sitting out here on the deck doing this? Why don’t we go in the studio and record these songs?”

So then he elected for me to be the producer, and that was his style. This was 1976, so that was his style. And so that was not an easy thing to pull off, but he had Mark Rothbaum working for him, and Mark put this thing together. Mark worked for Willie. He was Willie’s man. He wanted me to be happy, but it was a tough negotiation. But it was definitely to both of our advantage.

John Spong: The record label, when Willie went to them and said, “I’m going to do a collection of old standards,” Columbia was like, “No, let’s not do that. You need to do, you’re outlaw country. You need to do ‘Luckenbach, Texas’ again. Don’t do old standards.” Were you aware, in the moment, that there was a resistance at the label to Willie doing a project like this?

Booker T. Jones: Subconsciously, I felt something. Of course, yeah. Of course I did. And there was the music that he’d done in the past. But Willie really enjoyed the stuff that we were doing there back at the apartment. He twisted some arms or something. I don’t know what happened, but I never did have to worry about budget or money. So that was very nice.

John Spong: That’ll make a difference. Was there resistance to you, do you know, as the producer? To check on this, I checked in with the Country Hall of Fame . . . they can’t even think of another Black producer of a major-label country record. And it seems kind of late to have happened in ’76 or ’77, I’m not sure, except for you doing it again with Willie subsequently, I don’t know that it’s happened since.

Booker T. Jones: Yeah, it was definitely against the tide. I ended up flying to Nashville with the record under my arm and had a big meeting and the whole thing and played it. And you could just look at their faces and tell they really loved the music. But politically, it was like, “Wait, how’s this supposed to work?” So that was another situation where Mark went in, and he probably, I don’t know what he did, but they—and Bonnie Garner, I’d have to credit some people. Bonnie Garner there in Nashville, and Rick Blackburn, they did their job. They took music that the people wanted to them, they did their job. It was professional. Columbia Records Nashville acted in a professional way.

John Spong: Well, it’s interesting. I’ve always been terrified of Mark Rothbaum. I’ve come to love him now that I know him better, but people do what Mark says. But also, in this instance, he was right. I mean, the record speaks for itself, in that regard. They would’ve been fools once they heard it not to get it. So a second ago, you mentioned driving home from Emmylou Harris’s house. And I know this story, but where’d you record Stardust?

Booker T. Jones: We recorded it in Emmy’s house. Her husband had this big truck, called the Enactron Truck, and it had a Stephens tape recorder on it. A Stephens tape recorder is an old, antique-type machine, but it sounds as good as these newfangled recording operations that they have now, with tape noise reduction and all that. It was just a well-made, good-sounding machine, and it was in his truck, and that was what he used. And he had it parked out in the driveway, and they just made a little room for everybody in the house.

And Emmylou and her husband lived for music. That’s why they were here. So they loaned it to us to record the album, and that’s where we did it, up there in the hills.

John Spong: I’ve seen pictures of that truck, and it’s the truck that all of Emmy’s, those first great albums of hers were recorded on. The Last Waltz, by the Band, was recorded on that truck. It’s like an eighteen-wheeler trailer. I was talking to Mickey about this yesterday. He said, “There’s even a room for overdubs up close to the cab,” or something like that. That’s insane.

Booker T. Jones: Amazing. It was amazing. And it was very heavy. And we had situations where we were so worried that Mickey, we’d be playing and the song would be going so well and everything. We’d be so happy. And Brad, the engineer would . . . “Guys, I hate to interrupt you, but could we do this again?” And I went out there and looked and tape was all over the floor and everything. He had tape around his neck, and he and Donovan were trying to pick it up and put it back together. The thing had fallen completely apart during a cut like something like “Georgia” or “Stardust.”

But when it was working, it sounded . . . well, I don’t want to talk brands, but there was not another brand that sounded that good. And Willie’s voice sounded so good on that thing. So we’d just start over, do it again.

John Spong: And the band is set up in her living room with Mickey isolated in the bathroom because the shower tile worked for his harmonica?

Booker T. Jones: The band was all over the house. It was almost a matter of priority. Willie and I were in the living room, my organ and his guitar. We could see each other. But then Mickey was in the kitchen or the bathroom. Paul was in a back bedroom. Rex was in a back bedroom.

John Spong: Bee is somewhere? And Jody is somewhere?

Booker T. Jones: Jody had a room to himself ’cause he had an amplifier, and there was the . . . Bobbie and I took turns at the piano.

John Spong: Oh, okay.

Booker T. Jones: We didn’t do very many overdubs. Most of it was just done live. But yeah, we took over the whole house and they were happy. They were very grateful, graceful.

[Harmonica from Willie Nelson’s “Georgia on My Mind”]

John Spong: And so when you’re doing it and coming up with the arrangements and all that, what sound are you going for? Was there a record that could have been a model or . . . what sound, because it’s a very distinct, singular-sounding record. Was anything . . . what were you going for?

Booker T. Jones: The thing that holds it all together is Willie’s old, beat-up guitar. That thing with the hole in it, that thing sounded so good. That’s where the rhythm is on “Georgia on My Mind.” That’s where the rhythm is on “Stardust.” Those are the notes that everybody followed. It’s beautiful on “September Song,” the guitar.

And he just plays it with such aplomb and so tenderly. He just has an understanding of notes and half-notes and relationships between notes. And he played and sang at the same time. So, that was the foundation for me and Jody.

John Spong: Wow.

Booker T. Jones: Oh, and then Chris Ethridge has an ear like that too. He played a lot of the bass parts, and he had been a friend of mine, and Bee . . . both bass players . . . we had a good little family going. Of course, the boss was Paul.

John Spong: Tell me about that.

Booker T. Jones: He was the boss. Well, for instance, listen to Paul, how he played on “September Song,” when he made a little [fluttering percussion sound] or something, it was a statement to the band, and he was subtle and, yeah, he was the boss.

John Spong: Do I remember right? I think on “September Song,” there aren’t any drums until the chorus?

Booker T. Jones: Yeah, that’s exactly right. And then it comes in with kind of an R&B groove.

John Spong: Yeah.

Booker T. Jones: Yeah, exactly.

John Spong: It’s amazing. I mean, Paul wasn’t born a drummer, but he figured it all out, and it fit perfectly with what Willie wanted to do. And it’s as much about their love for each other, I think, as what he did. But I love that he’s the guy you’re keying on as you talk about Stardust.

Booker T. Jones: Yeah. Yeah. He was the glue that held everything together, even when he wasn’t playing. Because it was his attitude, his look. We could see, we couldn’t see everybody, but I think Willie and I were situated where we could see Paul through a corridor or something. Yeah. What an experience.

John Spong: Yeah. And I read that you tried to, with your own playing on it, you were thinking a lot about George Shearing.

Booker T. Jones: Yes. George Shearing was a big influence on me as a keyboardist because of his style. I didn’t hear any other jazz players or country or R&B players play the way he did. He would group all the notes together and he would make sure that the melody was being heard twice, higher and lower. Whatever melody he was playing, it would be the top note and the bottom note, and then he’d just fill notes in, in between. And that was a very strong influence on me deciding where to put my hands on the piano.

[Booker T. Jones playing]

Booker T. Jones: Well, to be completely honest here, my influence on the Stardust album was more a Ray Charles–style keyboard playing than George Shearing. Ray, when he played with Quincy, and when he played with other people, he would make little statements with his little phrases, like a little answer or a little anticipation. And then just a few sparse chords. He didn’t play that much.

John Spong: That’s a place that I was excited to ask you about, because Ray Charles, you knew his version first. Tell me about Ray’s version.

Booker T. Jones: Ray’s version is a little more delicate, a little more flowery. To me, the coda on Willie’s version changed that song forever. I think of Willie’s version first, and then Ray’s, although Ray was first with it.

Ray’s almost should have been the country . . . that should have been the country hit instead of the R&B hit as far as the instruments, and the way it was approached, and Ray had the singers on there. Willie’s is so intimate, Willie’s right up front. Ray’s is not as intimate with the singer as Willie’s, and he has the girls singing the “oohs” and the harmonies.

But that song is that song. It’s that Hoagy Carmichael song. You hear the first word and you think, “What is it? Is he talking about a woman? Or is it the state? Or what is going on?” So it was an influence, but the horns at the end were definitely a Quincy Jones-Ray Charles influence for the coda. That’s how I felt Quincy would’ve arranged the chords and arranged the feeling, and the sway, the way Rex was playing with that back beat. So the versions, it’s really different to me, but I like both of them. But Willie’s is my favorite.

John Spong: Have you ever seen the footage of Willie and Ray doing it together?

Booker T. Jones: I have heard about that. Where is that? That’s available, huh?

John Spong: Can I show you?

Booker T. Jones: Sure.

[Willie Nelson and Ray Charles singing “Georgia on My Mind”]

Booker T. Jones: Where is this?

John Spong: This is in Austin at the Opry House when Willie used to own it.

Booker T. Jones: Oh, yeah. Okay. Aha.

[music continues]

Booker T. Jones: Oh, that’s not Willie’s key. That’s Ray’s key. I don’t think that’s Willie’s key . . . I’m not sure. . . . Maybe it is.

John Spong: And then here comes Ray in a second.

Booker T. Jones: Oh, maybe it is closer to Willie’s key. He sounds good on it.

[Ray Charles singing]

Booker T. Jones: Aha. Okay. So they changed keys.

John Spong: Yeah.

Booker T. Jones: Oh, that’s Ray’s key. Okay. That was smart. Aha.  A-ha! They went to G-flat. Okay. Okay. 

[music continues]

Booker T. Jones: Be interesting to see what they do when they get to the end.

John Spong: Yeah . . .

Booker T. Jones: This is classic. A-ha. A-ha! Whoa! Ahhh, now they did, they put a coda on. That’s a hats off to Mr. Willie Nelson, man. Aha, wow. Well, if this was a tug of war between the two of them, Willie would win. Wow. That’s great. Wow. That’s great. Wow. Oh, man. Wow.

John Spong: It was a special for HBO, and there’s a handful…that was about the time “Seven Spanish Angels” came out. And so there’s four or five songs with Ray, and one of the things that kills me is their affection for each other. It is absolutely unmistakable, the way they enjoy each other.

Booker T. Jones: Yeah, and respect. And musical deference, because it was Willie’s key to begin with. And then they changed keys out. How many times do people change keys in the middle of a song?

John Spong: And how many are able to?

Booker T. Jones: Yeah, exactly.

John Spong: But it’s the thing with those two, it was watching some of that footage, because another song they do together is, “I Can’t Stop Loving You.” And just watching them, it’s like I came to think of the two of them as kind of being each other’s only peers, that nobody else really does . . . they don’t do the same thing by any stretch. They’re both singular. But in terms of inhabiting a song . . .

Booker T. Jones: Originators.

John Spong: Yeah.

Booker T. Jones: The firsts. People that you can’t copy.

[Willie Nelson singing “Georgia on My Mind”]

John Spong: Well, Stardust is Willie’s biggest seller, by a wide margin. Was on the charts for a decade. Two number-one singles, “Georgia” being one, “Stardust” the other. [Editor’s note: The two number-one singles from Stardust were “Georgia on My Mind” and “Blue Skies.”] And then “All of Me” was a number-three single. It’s a singular piece of art. Did it feel like you were making something special in the moment? Could you tell how important what you were doing was?

Booker T. Jones: Well, John, it was a gift to me, musically. Like I said, I listened to it all the way home, and I listened to it for, just, over and over. There are certain albums I go to like that. Stevie Wonder has made some albums . . . It is that kind of a gift. And then in addition to that, I also worked on it. And I made some money from it. Yes.

I just love the way he has control over that voice. And that’s so hard to do, to sing those notes on pitch and to sing those accidentals. We call them “accidentals” in the music world, the half-notes (singing). And to pick them and to do them correctly and have the breath going correctly, plus saying the words, plus having your emotion, plus playing the guitar.

John Spong: Plus playing the guitar.

Booker T. Jones: So, but well, we didn’t even mention that this guy’s also a songwriter.

John Spong: Yeah, it’s kind of a complete package.

Booker T. Jones: So this was definitely a privilege for me. 

John Spong: I cannot tell you what an honor it is to get to talk to you, and to talk to you about this thing that you guys created. I could not be more grateful. It’s a real honor.

Booker T. Jones: Well, thank you. It’s my privilege. I’ve been very fortunate, and I thank you for having me.

[Willie Nelson singing “Georgia on My Mind”]

John Spong (voice-over): All right, Willie fans. That was Booker T. Jones talking about Willie’s version of “Georgia on My Mind.” A huge thanks to him for coming on the show, a big thanks to our sponsor, Still Austin craft whiskey, and a big thanks to you for tuning in. If you dig the show, please subscribe, maybe tell a couple friends, and visit our page at Apple Podcasts and give us some stars. And please also check out our One by Willie playlist over at Apple Music.

Oh, and be sure to tune in next week to hear Lawrence Wright, the Pulitzer Prize–winning author and longtime Austinite, describe just how transgressive it was—at least in the seventies in Texas—for a man to wear his hair in long, braided pigtails, along with Willie’s 2012 anthem, “Roll Me Up and Smoke Me When I Die.”

We’ll see you guys next week.