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Published: 2001/06/20
by Jordan Crisman

My Musical After School Special: ‘Actual Proof’

About four years ago I heard the Herbie Hancock tune
"Actual Proof" for the first time. I was so blown out
of my seat that I didn't know what to think. Being the
defeatist that I sometimes am, I resigned myself to
putting my bass far away in its case. I was sure that
no matter how hard I tried, I, nor the musicians I
played with, could ever approach the sounds I heard
coming out of my speakers. And that was it — some
twenty-five years ago Herbie had taken the music that
I was just starting to try to play and discovered its
nirvana. A little voice in my head said, "Jordan,
stick with the jam rock you know because there's a
whole other league out there, and I'm afraid all you
can do is sit back and enjoy it."

Two years later, and perhaps a little more mature, I
sat in an empty Virginia Beach club watching my
favorite band, Schleigho, rip towards the end of their
first set. Although my cochlea was slow to process the
sound waves hurdling towards them, I eventually
realized what Mr. Egol and Mr. Rubano were up to.
Despite the seeming impossibility of it, Schleigho,
those relentless musical prophets, had learned "Actual
Proof". By the end of the song I was both glowing with
admiration and green with envy. I spent the next week
shedding the tune, and with the help of a chart given
to me by the only jazz professor at my school I could
play "Actual Proof". Although I knew that just making
it through the tune was only the first step in playing
a song with as much freedom as "Actual Proof", I
practically dislocated my shoulder patting myself on
the back anyway.

The main theme of this little story is growing up
musically. Due to my immaturity "Actual Proof" made an
intimidated little quitter out of me, until a band I
had grown to love showed me the light. Over time I
realized I wasn't the only player whose horizons were
expanded by the beauty of this tune. As I met more and
more like-minded young musicians I found that they had
all reached the wall that is "Actual Proof", and
either got sent home packing or manned up and worked
it out. I doubt Herbie knows it, but a song he wrote a
quarter of a century ago has caused the jazz fusion
side of the jamband scene to grow up a little. The
musicians and the listeners all owe him, because it's
made our scene rip a lot harder. Below I aim to break
down "Actual Proof" from a music specific standpoint,
to explain what's going on in form, tonality and
rhythm. More importantly, with each of these aspects I
aim to draw out the broader musical lessons learned,
those that make "Actual Proof" a learning experience
for the young musicians in our scene that carry far
beyond the final notes of the song.

I spend a lot of time defending the jamband idiom to
my jazzer friends. One of their biggest criticisms is
that the rhythmic freedom inherent in the main beat of
jazz, the swing beat, is wholly lacking in the main
beat of the jambanders, the funk beat. And they have a
point; in many cases a funk beat is locked into fills
that come at some quadruple measure block, also called
a turnaround, while a swing beat can vary and change
shape at any time, especially in the middle of a
measure. However in "Actual Proof", drummer Mike Clark
provides the funk beat's missing link between the
straight pulse of funk and the rhythmic freedom of a
swing beat. It's first aspect of the song that really
strikes the listener as unique. From the first moments
of the song its clear to any listener that the drummer
is shredding, but in an extremely locked in and
driving manner. Clark has internalized the pulse,
adapted a double-time funk beat to it and, most
importantly, come up with enough teases, variations
and fills to make it sound like a beat that is
constantly changing but still relentlessly making your
head bob.

The opening bass line, written by Herbie, is more
static than the beat but locks into the pulse like a
pit bull on a neighbor's leg. It starts in an unusual
place, in the offbeat of the measure before it
finishes. It also begins with a repeated octave a note
below the key of the vamp, then quickly climbs upward
to the correct key, then stops for a measure. This
pause in the bass line is crucial; it gives space for
the psycho-funk of the drums to come to the forefront
and also gives the bass a chance to do some ad-lib
fills, which Paul Jackson keeps soulful to complement
the busyness of the drums. Finally, Herbie's wah-laden
clavinet solidifies the key that we're in and adds a
very precise rhythmic motif. His phrasing locks in
half way through the bass line and directly after the
bass line ends. This is the final ingredient in an
opening vamp for the ages, what I feel all other
fusion vamps should be measured against. The balance
between extreme rhythmic freedom and variation versus
infectiously stirring funk is at a height here, and
the real form of the song hasn't even begun yet.

At just about the thirty second mark the opening vamp
leads us into the head. It's a sprawling melody played
in unison by the flute and ARP, an analog synthesizer.
The melody arrives midway through a measure as well as
in the middle of a bass phrase, and its first two bars
are in the same key as the opening vamp, a feature
that comes into play in the Rhodes solo section to
come. Perhaps the best way to explain the form of the
head, and in turn the solo form, is by using the
orchestrated accents as a reference point. The first
accented hit comes two measures into the melody. It is
a chord a whole-step below the opening vamp, the same
place the bass line began. The drums and bass stop for
about two beats, the first breath they have taken in
the tune thus far. We hear a little counter melody in
the Rhodes that is two measures long; it is so
inconspicuous that I didn't realize it was a written
part of the head until I saw the chart. Behind this
counter melody the drums are quickly back at their
previous level of funk intensity, but the bass line is
now phrasing a Latin-tinged "funk bossa".

The ARP and flute melody return, phrasing with the
same long tones that are an antithesis to the action
behind it. This pseudo-bossa feel carries for almost
four measures until we reach our second accented hit.
There are two unusual aspects about this second hit.
Firstly, it arrives on the last eighth note of a
measure, so it jumps out at the listener in a
rhythmically surprising manner. Secondly, it is a
chord extremely unrelated to the previous tonality, a
tritone away. It is both rhythmically and tonally
dissonant, but is the stark, musical slap in the face
Herbie was going for. More genius lies within this
second accent. Directly following it the melody
returns while the bass and drums supply more
funk-bossa for one measure. However our ears want to
group the remaining eighth note left over from the
previous measure with the four beats from the
following measure. This creates the illusion of mixed
meter, probably 9/8, without ever bothering the
musicians with having to think that awkwardly (which
allows them later to screw around with it more

After this illusory 9/8 measure we get four more
accents in a row. It is a series of minor chords
rising up by whole step, with one half step jump in
the middle. Minor chords can work this way; they can
jump around without any real tonal motivation and
still sound coherent and very sophisticated. It's a
technique some of the more forward thinking jazz
composers had used to that point, of which Wayne
Shorter most immediately comes to mind. Following this
accented ascension we have a four-measure race to the
final accented hit. The bass loses the bossa feel and
opts for a really busy ascending funk line that seems
to get more intense as it progresses. In some ways
this bass line mimics the bass line that started the

The last accent is very similar to the second. It
moves by the same tonally jarring tritone, but this
time comes on the last sixteenth-note of the measure
as opposed to the last eighth note like before. Once
again, when combined with the following measure it
creates an illusory meter. This time it's even
trickier though, because the measure that it combines
with is 5/4 (insinuating 21/16, but does anyone really
care?). During the 5/4 measure the bass and drums cut
and the melody is left to make its final statement.
It's a curious phrase in that it is not necessarily a
high point melodically nor is it a real conclusion to
the head. It almost just tinkers away, pensively. The
head ends with a bluesy line shared by the bass and
keys in 7/8. It's an ironic little lick because it's
arguably the most hummable part of the song and it's
in 7/8.

Next comes a huge Rhodes solo that provides the bulk
of the song. It's explanation, however, is much more
elusive. I spent so much time explaining the ins and
outs of the head largely because the solo form follows
the head form precisely. But to describe moment by
moment what takes place in the solo would be a task I
might assign to a prisoner as a torture tactic; there
is such an amazing wealth of interplay between the
rhythm section, so many nuances to the solo, such
subtle communication between the foreground and
background that I couldn't begin to work it out. This
is improvisational music as well, and an explanation
of what occurred during one take loses sight of the
point. Yet I can touch upon some of the main ideas
that are at work in the solo, those that are apparent
during each rendition.

Each solo chorus starts with two repetitions of the
opening vamp loop. During the first several choruses
the drums and bass phrase this similarly to the
beginning. After a while they add more and more fills,
seemingly soloing in their own little world until they
meet at the first accented hit. Once again, the series
of accented hits play a number of roles. During the
first several choruses they are a quick pause from the
rhythm section that allow the keys to sing a melody
unobstructed by driving pulse. As things get crazier
they switch from an enhancement of the solo to a
grounding reference point. The measures in between
each accent become blank canvases for everyone to fill
in. Sometimes the group will repeat or trade around a
short rhythmic motif. Sometimes they'll switch to
swing with a walking bass line. Sometimes the accents
become finish lines that the band solos their brains
out until they all meet together. By the eighth
chorus or so they are the only anchors holding
together an organized cacophony. The bass, drums and
keys have juxtaposed the beat in such an abstract way
that the basic pulse is blurred, and the accents are
the only indicators that there is still a form being
followed. Even more interesting is the 7/8 blues lick
that ends every chorus. Despite all the outrageousness
the lick is repeated exactly the same every time, and
Herbie uses it to play with as he solos.

Within those eleven or so choruses there are several lessons that us young jambanders can take to heart, and many already have. A player can take the framework of a song, no matter how complex it is, and be as free or as repetitive as they want – it all depends on the level of the player. "Actual Proof" is about as tricky a framework that I can think of, yet Jackson, Clark and Hancock mold it whatever way they choose, like putty in their hands. Yet the avenues that you choose are best when they are derived from interplay with the other musicians. The Headhunters aren't merely being verbose for flamboyancy's sake. They are linking ideas and dynamics and motifs based on what they are hearing as they improvise, to create an elegant musical conversation. The other major idea is that with a certain level of command over your instrument you can reach levels of rhythmic freedom with a funk beat. This is really important to us, because it's a way to break free of the four and eight bar turnarounds that lock down so many of our jams. It's next level, plain and simple – when your drummer can groove with that type of freedom and your bassist can lock in, you can add a solo voice and create constantly changing, endlessly exciting improvisation. Bands like Ulu, Schleigho, Actual Proof and The Slip have discovered this notion, and our ears are all sending kudos to the Herbie school.

Now that your head is probably aching from that
analysis let this most important fact be understood.
The head for "Actual Proof" is a formula with lots of
neat-o musical quirks and kinks for the musician to
internalize. Yet the motivation for much of the
rhythmic and tonal movement therein is somewhat
arbitrary. The main goal, however, is to create a form
for the improvising musician to create within, and
Herbie has merely made the boundaries for the musician
to fill in more complex and abstract. A good analogy
to use is relating it to a coloring book. Ultimately
the final product is collaboration between the lines
set by the book and the colors you choose. Yet if it
was a coloring book made by Dali certainly the final
product will always be more aesthetically evocative
than one made by Crayola, no matter who's filling in
the lines. The listener doesn't sit there pondering
all these bizarre hits and changes – they move far too
fast for that. But what the listener does notice is a
constantly free but highly organized musical
conversation between the players, one that on a per
moment basis is inducing all sorts of feelings. And
the fact that "Actual Proof" can jam pack nine minutes
with every feeling under the sun is what makes it
truly great.

So do Herbie this favor. Listen to "Actual Proof".
Internalize the liberation of the funk. Understand, at
least from a distant vantage point, the form. Pay
attention to the rhythmic and melodic interplay. And
when you go to your next show from a band that you
suspect might have Thrust in their CD player keep it
all in mind. I guarantee you'll grow as a listener,
and hopefully your peaking will reach new heights.

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