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Ray Brown’s Bass line from Surrey with the Fringe on Top
by Alex Wilkerson –
This month’s transcription is Ray Brown’s Bass line from “Surrey with the Fringe on Top” (Download: Surrey – Ray Brown – Transcription), off Barney Kessel’s album The Poll Winners Ride Again! This is a trio, and as such, makes an agreed upon harmony difficult. There are standard changes that a tune can abide by, but there are so many common variations that are widely accepted, it makes it hard to know when chord changes are altered or if one person is just implying an alteration. In a trio, this can be very difficult. For instance, the musicians might be thinking of the song as having four measures on the one chord. In this situation however, there are a dizzying amount of alterations that can and will be applied. One such example as found in this piece is to play the one chord on measures one and three, and the five chord on measures two and four. Another common approach for this tune is to play one measure on the one chord, the next on the two chord, the next on three, and back to the two chord. Sliding in a “two-five” to your target chord is an extremely common technique that bass players can use at any time, even if no one else strictly observes these new alterations. In a trio, when there are only two harmonic instruments, and one of them is taking a solo, it makes it impossible to tell whether alterations were intended to be hinted at, or if they are thought of as firm deviations. What’s the difference? The difference is in knowing when to use the idea. If Ray Brown was implying a chord on top of a different chord, then that is how you would use the idea in your own playing. In this transcription, I did my best to notate the chord changes that would be the most likely agreed upon by the musicians, and the most helpful to us to learn from Ray Brown’s lines.
There are two main points that we can take from this recording. One is to take licks from Brown’s solo, analyze them against the written chord symbols, memorize the idea, and add it to your bag of tricks. The other is to listen to the recording, make note of certain measures where you like the walking line, analyze by the numbers what the idea is and apply to your own walking lines. For instance, if you particularly liked measure 70, you would take the notes A, G, F#, D, and apply those notes to their chord symbols. This would give you 1, b7, 3, 8 (same as 1). Now take this idea, memorize it, and try to use it on all the 2-5’s that are a measure long during your practice time. It’s important to apply them to walking through a real song. Taking the idea through all 12 keys is good, but it must be applied to a real tune before you will find it easy available to use in a real situation.
One interesting idea is that instead of thinking chord scales for a solo, you can use color notes. For instance, in the key of F major, the D chord is a minor seven chord. If you see a 3-6-2-5 chord progression where the six chord is a dominant chord, such as D7 in the key of F major, this chord is only different from the F major scale by one note. Instead of thinking mixolydian flat 13, you could just keep soloing in F major, but be sure to play an F# in the place of all F notes. This will spell out the major third of your D7 without requiring you to think of an entirely new chord scale. This can be particularly handy if the D7 lasts for only two beats and you are playing over 250 bpm. Try this idea out.. Now for any jazz guys who are reading this and thinking that the 9 and 13 are also different, this is sometimes true, but only if you want to imply a temporary minor key center. If the changes are fast enough, it might be more prudent to stick to a generally major key center for the entire 3-6-2-5-1.
That’s it for this month. Hope you enjoyed the tune, see you next time.
Download: Surrey – Ray Brown
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Photo: Self-portrait by Melissa Auf Der Maur
Melissa Auf Der Maur is a Canadian bassist who played with Tinker, Hole, and The Smashing Pumpkins. She released her own work and is a photographer with photos published in Nylon, Bust, and National Geographic. She released her ‘90s Rock Memoir “Even The Good Girls Will Cry” on 17 March 2026.
KB: Did you always want to be a singer-musician growing up?
I’ve played music my whole life. In school, I played trumpet and sang in a children’s choir, so music was always within me. My mother was the first female disc jockey on the Montreal airwaves; her record collection played a huge role in my inspiration and love of music.
KB: When did you start playing bass, and why this instrument?
When I was 19, the early 90s music explosion began to percolate in tiny clubs around the world. I was lucky to be a ticket girl at Montreal’s underground music club. In one year, I saw Hole, Sonic Youth, Smashing Pumpkins, White Zombie, and The Breeders – all had female bass players. That’s when the seed was planted. By the age of 22, I was the bass player of Hole.
KB: Which brands of basses have you used in your career, and which one are you using now?
The first bass that I learned on was a vintage Squier Precision. Hole was sponsored by Fender guitars, so I upgraded to Fender Custom Shop Precisions. That is all I play, but I have a cool vintage 8-string Greco that I use on recordings to thicken up guitar parts.
KB: What equipment do you use or have you used with your basses?
Ampeg SVT amps and cabinets, a couple of Sans-Amp pedals, and that is it.
KB: How did you become a member of Hole, and what is your fondest memory of that time?
Billy Corgan of the Smashing Pumpkins was helping scout a replacement for (RIP) Kristen Pfaff, Hole’s bass player. My band, Tinker, opened for them on the Siamese Dream tour, so Billy had seen me play and could vouch for me. Courtney trusted her talented friend, and that was it. I initially said “no thank you” due to my commitment to my photographic studies and the drama and chaos surrounding the band during the “Live Through This” album release. Courtney took it as a good sign that I said no, so convinced me to reconsider, and soon after, I accepted their invitation, in the name of helping put females in the male-dominated landscape of rock music. My fondest memory is every show we played as a mostly female band, symbolizing what a woman could do in a rock band. Every show had a purpose: get more women to play music.
KB: You are a photographer as well. What makes a great picture? Do you shoot in color or b/w?
I started shooting photographs at age 15. Initially only shot black & white and worked in the art school darkroom. In university, I took a color photography course, and shifted mostly and forever to that, because it was easier to process film on the road when I joined a rock band. I experimented with many cameras, point and shoots, manual, polaroids, medium format, and vintage finds. The trick to a good photograph is to shoot many and all the time – the magic is in the edit and selection process.
KB: Are there artists you would love to collaborate with or wish you had?
??I’ve been lucky to collaborate with some of my favorite musicians in my career. I would still love to collaborate with a new generation heavy electronic artist on an analog bass, heavy electronic drums, and synths collaboration project. Take me out of my usual zone, merging the past and future: my love of 80s dark new wave and new artists exploring that genre. It was very futuristic back then, and we are now, after all, living in the future. I am in the mood to play bass to heavy beats I want to dance to.
KB: What are your 7 favorite bass lines in music across all genres? And why these 7?
“Mountain Song” – Jane’s Addiction (love a rambling, rolling bass line – feels like the ocean waves)
“Black Top – Helmet” (was the first bass line I taught myself)
“Gold Dust Woman” – Hole from “The Crow 2” Soundtrack (it was my first bass line contribution to the band)
“Get Ready” – The Temptations (Motown just feels so good, because of the bass)
“Lucretia My Reflection” – Sisters of Mercy (makes me want to hit the dance floor and play bass simultaneously)
“Be My Druidess” – Type O Negative (full chord bass playing at its best by iconic, demonic, Peter Steele, RIP)
“Romantic Rights” – Death from Above (1979 – unique distorted overdriven tone, combined dance rhythm and melodic intelligence, all in one shot – also! Shout out to a bass & drum only band, which is awesome, and we should have more of, but the bass player needs to be a killer to fill that role.
KB: What are you currently up to?
Releasing my ‘90s Rock Memoir “EVEN THE GOOD GIRLS WILL CRY”. Visceral healing process, it was to get it out of me and write it, but I suspect the real magic will begin by putting it into the world and reflecting with others on what the magic of the ‘90s was all about. Powerful music decade that carried us into what is now a brave new world of digital corporate weirdness – may the past shed a light on our future. That’s my hope for this book release and tour.
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