What's Shakin'

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What's Shakin'
What's Shakin' original.jpg
Compilation album by Various artists
Released June 1966 (1966-06) (US)
Recorded 1964–1966
Genre Rock
Length 37:55
Label Elektra
Producer Paul Rothchild, Mark Abramson, Jac Holzman, Joe Boyd

What's Shakin' is a compilation album released by Elektra Records in June 1966. It features the earliest studio recordings by the Lovin' Spoonful and the Paul Butterfield Blues Band, as well as the only released recordings by the ad hoc studio group Eric Clapton and the Powerhouse, until they were reissued years later.


During the 1950s and early 1960s, Elektra was one of the best-known American folk music record labels. However, by 1964–1965, it decided to test the waters with unknown electric, rock-oriented artists. Among the first such groups signed were the Paul Butterfield Blues Band from Chicago and Arthur Lee's Love from Los Angeles. Elektra wanted the Lovin' Spoonful and recorded several songs by the group, however they were signed to Kama Sutra Records.[1]

Elektra Records had released several successful "sampler" compilation albums, including The Blues Project in 1964 and Folksong '65. Some suggest What's Shakin' started as The Electric Blues Project, a follow-up to the 1964 compilation;[2] however, Elektra founder Jac Holzman has stated "it was simply unreleased material that was available to us".[3]


Shortly after signing with Elektra, Paul Butterfield and band recorded an album's worth of songs which producer Paul A. Rothchild felt did not live up to the band's potential. Five of these tracks were chosen for What's Shakin' . Four songs, representing the earliest recordings by the Lovin' Spoonful, as well as one song each by Al Kooper and Tom Rush, were also included.

The only songs recorded specifically for the album were by a studio group dubbed Eric Clapton and the Powerhouse. Joe Boyd, who had been sent to London to open a field office for Elektra, was tasked with finding a suitable band for his first assignment.[3] Boyd approached Manfred Mann singer Paul Jones and suggested that they put one together.[4] Jones, who played harmonica and sang harmony, brought Manfred Mann bandmate Jack Bruce on bass, Steve Winwood on vocals and Peter York on drums (both from the Spencer Davis Group), Eric Clapton on guitar (from John Mayall & the Bluesbreakers), and Ben Palmer, a blues pianist friend of Jones and Clapton.[2] Ginger Baker was suggested as the drummer, but he declined[2] or was unavailable. The recording sessions took place in March 1966.[5] Bruce later commented, "There were no thoughts of making a band at that time, but it probably helped to make the Cream thing happen."[6] By June, he, Baker, and Clapton began rehearsing and became Cream.[7]

CD reissue album cover.

Four songs were recorded by the Powerhouse. Jones chose "I Want to Know" (his own composition, although credited to his wife, Sheila MacLeod) and Winwood selected "Steppin' Out".[4][8] According to Boyd, Clapton wanted to record Albert King's "Crosscut Saw", but Boyd suggested "Standing at the Crossroads" (a version of Robert Johnson's "Cross Road Blues" recorded by Elmore James); Clapton then suggested Johnson's "Traveling Riverside Blues".[4] Finally, a new arrangement of "Crossroads" was recorded using lyrics from both of the Johnson songs. A fourth song, described as a slow blues, was also recorded, but remains unreleased.


Billboard magazine announced the release of What's Shakin' in June and July 1966. In an August 13, 1966 interview, Elektra's Jac Holzman predicted that the album would soon enter the album charts.[9] Instead, it became part of the underground music phenomenon.

What's Shakin' was first released in the UK in 1967 with the title Good Time Music and different cover art.[10] However, it was soon replaced with the original title and art work. The album is currently available on compact disc, with comprehensive liner notes by Richie Unterberger.[11]

Most of the songs from What's Shakin' later were included on compilations and career retrospectives by Al Kooper, Eric Clapton, Steve Winwood, and John Sebastian/Lovin' Spoonful. In 1995, The Original Lost Elektra Sessions was released with recordings from the Paul Butterfield Blues Band's early sessions, except for "Off the Wall" and "One More Mile".

Critical reception and influence[edit]

Professional ratings
Review scores
Source Rating
AllMusic 3/5 stars[12]

Writing for AllMusic decades after the original LP release, Unterberger gave What's Shakin' a rating of three out of five stars.[12] He called it "an odd, erratic, but interesting anthology of rare performances recorded by Elektra in the mid-'60s".[12] Unterberger noted that the Butterfield songs are in the same mold as those on The Paul Butterfield Blues Band debut album, but added that the Lovin' Spoonful's early rock/R&B-influenced contributions "frankly don't measure up to their [later] folk-rock".[11]

After signing with Kama Sutra, the Lovin' Spoonful recorded a string of Top 40 hits. Their "Good Time Music" later became a charting single for the Beau Brummels. The Paul Butterfield Blues Band released several successful albums with Elektra, as did Tom Rush. Al Kooper later re-recorded "Can't Keep From Crying Sometimes" (as "I Can't Keep From Crying") with the Blues Project. "Crossroads" and "Steppin' Out" became part of Cream's repertoire. Both Cream and Blues Project later recorded versions of "Spoonful"; Ten Years After recorded three songs from What's Shakin for their debut album: "I Want to Know", "I Can't Keep from Crying, Sometimes", and "Spoonful".

Track listing[edit]

Side one[edit]

No. Title Writer(s) Artist Length
1. "Good Time Music" John Sebastian The Lovin' Spoonful 3:06
2. "Almost Grown" Chuck Berry The Lovin' Spoonful 1:50
3. "Spoonful" Willie Dixon The Paul Butterfield Blues Band 2:55
4. "Off the Wall" Walter Jacobs aka Little Walter The Paul Butterfield Blues Band 2:02
5. "Can't Keep From Crying Sometimes" Al Kooper Al Kooper 4:30
6. "I Want to Know" S. MacLeod Eric Clapton and the Powerhouse 2:14
7. "Crossroads" Robert Johnson Eric Clapton and the Powerhouse 2:32

Side two[edit]

No. Title Writer(s) Artist Length
1. "Lovin' Cup" Paul Butterfield The Paul Butterfield Blues Band 2:35
2. "Good Morning Little Schoolgirl" Level, Love[13] The Paul Butterfield Blues Band 2:20
3. "Steppin' Out" Memphis Slim Eric Clapton and the Powerhouse 3:12
4. "I'm In Love Again" Dave Bartholomew, Fats Domino Tom Rush 2:04
5. "Don't Bank on it Baby" John Sebastian The Lovin' Spoonful 1:52
6. "Searchin'" Jerry Leiber and Mike Stoller The Lovin' Spoonful 3:13
7. "One More Mile" James Cotton The Paul Butterfield Blues Band 3:30


  1. ^ The Loving Spoonful's John Sebastian later commented that it "was the worst decision I ever made in my life". Houghton 2010, p. 173.
  2. ^ a b c Shapiro, Harry (2010). Jack Bruce Composing Himself: The Authorised Biography. Jawbone Press. pp. 86–87. ISBN 978-1-906002-26-8. 
  3. ^ a b Houghton, Mick (2010). Becoming Elektra: The True Story Of Jac Holzman's Visionary Record Label. Jawbone Press. p. 173. ISBN 978-1-906002-29-9. 
  4. ^ a b c Boyd, Joe (2010). White Bicycles: Making Music in the 1960s. London: Serpent's Tail. pp. 110–111. ISBN 978-1-85242-489-3. 
  5. ^ Roberty, Mark (1993). Eric Clapton: The Complete Recording Sessions. New York City: St. Martin's Press. p. 24. 
  6. ^ Schumacher, Michael (2003). Crossroads: The Life and Music of Eric Clapton. New York City: Citadel Press. p. 64. ISBN 978-0806524665. 
  7. ^ Schumacher 2003, p. 73–75.
  8. ^ According to John Mayall, Clapton chose "Steppin' Out" for Blues Breakers with Eric Clapton. Mayall, John (2001). Blues Breakers with Eric Clapton (Media notes). John Mayall. New York City: Deram Records. p. 6. OCLC 53308227. 422–882–967–2. 
  9. ^ "Elektra Bows Fall Program to Distribs". Billboard. Nielsen Business Media. 78 (33): 4. August 13, 1965. ISSN 0006-2510. 
  10. ^ Good Time Music at Discogs
  11. ^ a b Unterberger, Richie. "Liner Notes for What's Shakin' ". RichieUnterberger.com. 
  12. ^ a b c Unterberger, Richie. What's Shakin' > Album Review at AllMusic
  13. ^ Butterfield recorded the Sonny Boy Williamson song, although the Don Level and Bob Love version is often credited to Williamson; see "Good Morning Little Schoolgirl".