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Comin' Right at Ya

Comin' Right at Ya
How a Jewish Yankee Hippie Went Country, or, the Often Outrageous History of Asleep at the Wheel

A who’s who of American popular music fills this lively memoir, in which Ray Benson recalls how a Philadelphia Jewish hippie and his bandmates in Asleep at the Wheel turned on generations of rock and country fans to Bob Wills–style Western swing.

Series: Brad and Michele Moore Roots Music Endowment

October 2015
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200 pages | 5.5 x 8.5 | 23 b&w photos |

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A six-foot-seven-inch Jewish hippie from Philadelphia starts a Western swing band in 1970, when country fans hate hippies and Western swing. It sounds like a joke but—more than forty years, twenty-five albums, and nine Grammy Awards later—Asleep at the Wheel is still drawing crowds around the world. The roster of musicians who’ve shared a stage with the Wheel is a who’s who of American popular music—Van Morrison, Willie Nelson, Dolly Parton, Emmylou Harris, George Strait, Vince Gill, Lyle Lovett, and so many more. And the bandleader who’s brought them all together is the hippie that claimed Bob Wills’s boots: Ray Benson.

In this hugely entertaining memoir, Benson looks back over his life and wild ride with Asleep at the Wheel from the band’s beginning in Paw Paw, West Virginia, through its many years as a Texas institution. He vividly recalls spending decades in a touring band, with all the inevitable ups and downs and changes in personnel, and describes the making of classic albums such as Willie and the Wheel and Tribute to the Music of Bob Wills and the Texas Playboys. The ultimate music industry insider, Benson explains better than anyone else how the Wheel got rock hipsters and die-hard country fans to love groovy new-old Western swing. Decades later, they still do.

  • Prologue: February 15, 1979
  • Friday's Child
  • You Get a Smile Every Time with the Heads-up Taste of a Ballantine
  • Bright Lights, Big Cities
  • Almost Heaven, West Virginia
  • A Name of Our Own
  • Asleep at the Wheel Goes to Washington
  • Go West, Young Man (and Woman)
  • On the Road Again
  • Into the Mystic with "The Beatles of Western Swing"
  • Austin Calling
  • On the Bus
  • Spinning Texas Gold
  • "Framed"
  • Deadly Sins
  • Write Your Own Song
  • The Zen of Willie
  • The Film Industry Is a Series of Peaks and Valleys
  • 615 Blues
  • Ride with Bob
  • Ride with Job
  • Into the Black
  • Epilogue: Bringing It All Back Home
  • Acknowledgments
  • Index

Austin, Texas

Benson cofounded Asleep at the Wheel in 1970 and is the only remaining original band member. When he isn’t playing with the Wheel, he’s producing records, TV shows, and commercials; acting in movies; doing voice-over work; running a studio; and raising funds for numerous charities. He was named “Official Texas State Musician” in 2004 and “Texan of the Year” in 2011.

Raleigh, North Carolina

A former contributing editor for No Depression magazine, Menconi has been the music critic at the Raleigh News & Observer since 1991. He is the author of Ryan Adams: Losering, a Story of Whiskeytown and coeditor of the American Music Series for the University of Texas Press.



February 15, 1979

Into each life some thankless gigs must fall. And let me tell you, brothers and sisters, I’ve played plenty over the past fortysome years with Asleep at the Wheel—not just thankless but depressing, crazy, weird, catastrophic, and even some all-of-theabove combination of supremely bad mojo. I’ve gone through breakdowns of everything imaginable, from transportation to gear to poor, fragile psyches. And I’ve had people up and quit on me in mid-gig, onstage as well as in the audience.

In good time, we shall get to all of it. But let me begin by telling you about the most memorably bad gig of my career, a bestof-times, worst-of-times little affair that happened on a cold and windy Sunday night a long time ago in the fair city of Lubbock, Texas.

There’s a scene in my stage show A Ride with Bob where I ask the ghost of Bob Wills what heaven’s like, and he talks about how the souls of the departed “watch the whole world go by without us” from up in the clouds. To which I crack, “Sounds like Lubbock.” Yeah, I’m a funny guy, even if Lubbock’s city fathers might not agree. But I kid ’cause I care, and any town that gave us Buddy Holly, the Maines family, and most of the Flatlanders can’t be all bad even if there ain’t much to do there besides study for an engineering degree at Texas Tech.


Anyway: Lubbock, Ides of February, 1979. The wind was blowing in Lubbock that night because it always does, and Asleep at the Wheel was booked into a joint there called 8 Second Ride, so named for how long you have to stay on top of a rodeo ride. On our side of the stage, the gig itself went pretty well because (as the late great Hunter S. Thompson used to say) we are professionals, after all. We got there on time, more or less, and played a good set. But the problem was that nobody—I mean, NOBODY—showed up to hear us. Well, a few people were there; an eight-person “crowd” at the 8 Second Ride. We played for an empty room that was colder than a prison guard’s stare.

Crickets, and not the kind that used to back up Buddy Holly. Good times.

It’s possible nobody came to our show that night because they were all at home watching the Grammy Awards on television, which is kind of what I wish I’d been doing. Our recording of the Count Basie classic “One O’Clock Jump” was up for Best Country Instrumental (and can I just say how proud it makes me to be lead vocalist of an ensemble so consistently honored for instrumental performances?), which was the sixth time we’d been nominated. The ceremonies were happening in Los Angeles, with John Denver hosting. But we didn’t go because we figured we had no shot, never having won for any of our prior nominations. Plus we were flat broke, as always, so we chose to spend that weekend playing shows and trying to make some money.

And how’d that work out? Glad you asked. After we gutted it out for that handful of frozen, hostile crickets in Lubbock, end of the night came and it was time to settle up. The club owner pleaded poverty—uh-huh, cry me a river, dude.

“Let me tell you about that,” I said. “Poverty is dragging ass four hundred miles up here to play for a $3,000 guarantee. Which we did. And you’re going to pay us—now.”

Sometimes it helps to be six-foot-seven.

So with much grumbling, the club owner set to raiding his waitresses’ tip jars and even emptying quarters out of the pool tables to try to come up with enough to pay us our guarantee. It was an ugly and depressing scene, me and the rest of the band holding vigil on the bus while our road manager went back and forth to report on how it was going—“Well, we’re almost there. . .”—leaving us to wonder how the hell we were going to cover next week’s bills if it came up short.

In the midst of this disaster, some guy none of us knew ran onto the bus and hollered, “Hey! Y’all just won a Grammy!! I heard it on the news!!!”

No way. We looked at the guy like he was out of his damn mind. But just in case he wasn’t insane or pranking us, we turned on the TV and found a station doing the news. Sure enough, the recap of that night’s Grammy winners included “Austin’s Asleep at the Wheel in the category of Best Country Instrumental.” Well, now, how about that?

We came home to backslaps and a nice telegram from the president of Capitol Records, who wished us “congratulations on your well-deserved Grammy.” A week or two later, our actual Grammy statues showed up in the mail. Had our name stamped on them and everything, which was cool. That didn’t stop our fiddle player, Danny Levin, from using the gramophone on his for an ashtray. And Chris O’Connell, Asleep at the Wheel’s girl singer for fifteen years and my on-again-off-again girlfriend (sometimes both at the same time) had the nameplate fall off of hers almost immediately.

Chris has always had the voice of an angel, but back then, she also had a wicked taste for cognac that sometimes got out of hand. One of those nights came around where she got tanked and we started going at it, and she got mad enough to take my Grammy and chuck it at me. She missed, but the damn thing broke in two. I had to get a jeweler to repair it. It’s back in one piece now, although you can still see the crack—just like the Liberty Bell.

Figures, me being from Philadelphia and all. But it’s still on my shelf, and it still counts.


Looking back all these years later, that first Grammy came at a pivotal moment in Asleep at the Wheel’s history, although not in the way I was hoping at the time. Finally winning a Grammy made us feel like we really were a legit part of showbiz, and that was the first of nine we would win—a right nice sum, thank ya very much, and I hope we’re not done yet. By early 1979, the band had been together for almost a decade and those first years were so tough that nobody in their right mind would have put up with it (fortuitously, none of us were in our right mind, then or now).

Even though we’d had a few hits, country radio never exactly took to Asleep at the Wheel, being that we were a little more countercultural than what it was used to, while playing the sort of old-school honky-tonk music that was decidedly out of favor in the country mainstream. “We can’t play your record on the radio because it sounds like 1940”—we heard things like that over and over. While that didn’t stop us from doing things our way, it did mean that we were just barely getting by. I remember hoping that the prestige of winning a Grammy might make things a little less tight.

We couldn’t have known it, but Asleep at the Wheel was on the verge of entering a lean period that would whittle us down to skin and bones. Trends were running against us even more than usual. The music industry beyond Nashville was disco-crazed in the late 1970s, as everybody chased after the next Saturday Night Fever. Two-stepping to “Cotton Eye Joe” was out, gettin’ down to “Love to Love You Baby” was in.

A few years later, after the movie Urban Cowboy made redneck joints fashionable, the same nightclubs that had quit hiring live bands in favor of disco deejays were switching out their disco balls for mechanical bull rides. Yee-haw! But just our luck, we managed to miss that boat, too. Asleep at the Wheel actually had an offer to be in Urban Cowboy with John Travolta, but we opted to do Roadie with Meat Loaf instead because it was being made by some friends of ours. Seemed like a good idea at the time, but Roadie would gross about one-tenth of what Urban Cowboy did. Who knew?


Getting back to the promised land would take most of the ’80s, and all my wiles. Asleep at the Wheel spent the better part of that decade without a record deal, teetering on the edge of bankruptcy as the band’s lineup turned into a revolving door. We didn’t win our second Grammy until 1988, and in between fell a hardscrabble period that I still don’t know how we survived. But, hell, I was used to that. Still am. It’s probably why my pal Willie Nelson calls me a “street hustler”—because I’ve had to be.

Asleep at the Wheel started out as a bunch of college friends on a quest, and while we did have some lofty (and naive) ideas about being accepted as a working-class country band, there never was anything like a long-term plan. It was always close to the bone, figuring out how to get from one gig to the next. When you’ve got a twelve-piece band on the road, it’s hard to contemplate much more than the latest bridge you’re about to jump off of.

About a hundred people have passed through Asleep at the Wheel over the years, which isn’t really that many when you think about it. Twelve-piece band that’s been around more than forty years—you do the math. People have left, retired, even died. But most who left did so because we play a very specific kind of music that people maybe don’t want to spend their entire careers playing. Maybe that’s why Asleep at the Wheel has been sort of like a catch-and-release talent incubator, with a bunch of people coming through and going on to play with Bob Dylan, Willie Nelson, George Strait, Waylon Jennings, Lyle Lovett, Merle Haggard, Shania Twain, Alabama, Ryan Adams, and a lot more.

Not me, though. I’ve stayed with the Asleep at the Wheel finishing school all these years while also producing records, TV shows, and commercials, acting in movies, doing voice-over work, running a studio. Keeping a lot of irons in the fire is a must, and I do. But leading the band has always been my main thing, and it always will be. For better or worse, I’m still the kid mugging for the camera: “Hey! Here I am!!”

Sometimes it’s worked out in unexpected ways because we never knew who was out there listening, or how they’d take it. A fellow named Pete Finney once told me he saw us open for Alice Cooper and Hot Tuna in 1970, and it changed his life—set him on the path and inspired him to take up steel guitar. Eventually, he became Patty Loveless’s steel player and an in-demand session guy in Nashville. Asleep at the Wheel opened a lot of ears and eyes over the years.

It’s been a circuitous route. We started out in 1970 in Paw Paw, West Virginia, playing for hillbillies there and hipsters in Washington, D.C., before moving to California; got Nashville’s attention while backing up semi-famous country singers; moved to Texas just in time to be part of the mid-’70s outlaw-country thing with Waylon and Willie and the boys; survived disco (barely); had a few mainstream country hits in the late ’80s and started winning Grammys; and hit our stride in the ’90s as America’s preeminent modern-day Western swing band carrying on the sound and style of our kindred spirit Bob Wills. Asleep at the Wheel has done three Wills tribute albums, but in a way everything we do is a tribute to him.

I’ve always played retro music that’s out of step with the mainstream, but that hasn’t kept me from being ahead of the curve on a lot of things. Seems like I always get there before someone was famous or something was hip, and not just with music. When I was a kid growing up in Philadelphia, one of my early playmates from the neighborhood was a foreign-exchange student named Ben—you might know him nowadays as Benjamin Netanyahu, prime minister of Israel.

In 1963, I was twelve years old and my family was visiting England, and I got to see the Beatles six months before Beatlemania came to America. In 1971, when Asleep at the Wheel was still based in West Virginia, we were hanging out one night in Washington, D.C., with a duo called Fat City, and they played us something they’d just written for a still-unknown singer-songwriter. It made me laugh, a song likening West Virginia to “almost heaven”—but John Denver did okay with “Take Me Home, Country Roads.” A few years later, a guy at our record company told us, “We’ve got another act like you guys, sells well in Texas and New Jersey. We haven’t figured out how to get him, or you, out to a wider audience.” While they never did figure us out, they did fine with that other guy, Bruce Springsteen.

George Strait, Garth Brooks, Vince Gill, Lyle Lovett, Kacey Musgraves, and countless others opened for us on their way up. For some of them, like George, I’d like to think we helped pave their way. You know what they say about pioneers taking all the arrows, but it’s worked out just fine. There were times when getting there first had some advantages. We got to be the very first band to play Austin City Limits (after Willie did the pilot, of course), episode number one in 1976. Been back there a bunch, too.

Looking back as my career closes in on the half-century mark, I wouldn’t change a thing. Well, except for mistakes I’ve made and some dumb-ass things other people have done. Take those out of the equation, and it probably would’ve been a smoother ride. But a less interesting one, too. I was probably destined for the hard road.

Whatever anyone else wants to say about me, I’m just about the least likely success story there is. Asleep at the Wheel is a Texas institution, and I guess that makes me one, too, since I’m the only one who’s been there the whole time. I’ve always said that Asleep at the Wheel has to change to go on and that the band is bigger than any one individual—yours truly excepted, of course. One monkey don’t stop no show, unless it’s this monkey. I may not be larger than life, but I fill it up pretty good, Texasstyle, which is funny considering that I grew up in Pennsylvania going to synagogue. But if a Jewish guy from Philadelphia can reinvent himself as a country-western star from Texas, what could be a better example of how the American dream is alive and well? Or, as my buddy Terry Allen once put it in a song:

Gone to Texas

All I need is the ride . . .


Dream it, be it, follow your bliss. And if you keep at it long enough, maybe catch a break or two, you never know what fate might throw your way. A quarter century after Asleep at the Wheel won that first Grammy Award, I was appointed “Official Texas State Musician” of 2004, an honor that has also gone to Willie Nelson, Flaco Jiménez, ZZ Top’s Billy Gibbons, and other native sons over the years.

Then in 2011, the 170th Texas Legislature up and declared me, Ray Benson—real name Ray Seifert, a Jewish Yankee born and raised seventeen hundred miles and five states north of Austin—“Texan of the Year.” House Resolution 844, which somehow passed unanimously. That also gave me the juice to get a burial plot in the Texas State Cemetery (a place reserved for legislators and “significant Texans”), where I will someday be laid to rest alongside Bud Shrake, Ann Richards, Sam Houston, Tom Landry, and other notables.

It was a tremendous honor that left me deeply, deeply humbled, but also amused and confused. I found myself asking the same question, then and now:

How the hell did I get here?

Hell if I know, but let’s find out.


“A pleasure for fans of Benson and the band.”
Kirkus Reviews

“Benson has a treasure trove of outlandish anecdotes, assorted nuggets of wisdom, and a deep and vast wealth of musical knowledge to share.”

“A let-it-all-hangout memoir.”
Texas Monthly

“The man is a trip, literally and figuratively . . . a real relaxin’ ride with a mellow fellow.”
Library Journal

““Full of humor and humility and a truly iconoclast outlook on life . . .  since Benson started Asleep at the Wheel as a working-class country band, it's one helluva ride worth telling.

Austin Chronicle

“Asleep at the Wheel and country music fans will have trouble putting down this book, which barrels forward with all the energy of a Saturday night show at a dance hall in Austin. . . . Benson is the wily old veteran, spinning yarns and imparting wisdom learned from years on the road. We’d all be wise to listen.”
Jewish Book Council

“Highly recommended.”

“Ray Benson is something—creative, fun, entertaining—you’ll love this book!”
Dolly Parton

“I’ve known Ray Benson for over forty years and never could figure out how he does all he does while asleep at the wheel! This book, however, tells how it all went down!”
Willie Nelson

“It's hard to miss big Ray Benson in Austin, Texas. And there is no missing his love for the music of his adopted state of Texas. Enjoy his improbable story.”
Richard Linklater



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