Copyright © 2004 D. F. Glut

            For more than three and one half decades THE PENNY ARKADE has remained one of the best-kept secrets of late 1960s rock music. From 1967 to 1968, a span of nearly two years, this “shadow band” recorded music for two albums, various singles, played at some of the top Hollywood rock clubs, auditioned for a recurring role on a major network television series, was written up in such teen-oriented magazines as Tiger Beat, “hung out” with some of the top rock stars of the era and were at least indirectly associated The Monkees.

It was my good fortune to have been one of the four members that comprised that band during those glorious days and nights.

However, except for our group’s loyal local fans and friends, very few late Sixties’ rock-music buffs are even aware that the Penny Arkade existed! Yet ironically, tantalizing bits of information have managed to sift into the popular consciousness since the band broke up in 1968. Mention of the Penny Arkade has, in recent years, begun to materialize on the Internet, while various magazines (e.g.. Ugly Things) have attempted piecing together the band’s shadowy history, generally resulting in a considerable amount of speculative misinformation.

After some 35 years of (I’d like to think) undeserved relative obscurity, the Penny Arkade seems to be “popular” again. To put it perhaps another way, the Penny Arkade is back again – for the first time ever!

Now, with Sundazed Music’s (  first-time-ever release (September, 2004) of this CD collection (Penny Arkade: Not the Freeze), it’s time to set the record straight and tell the true and accurate story of the Penny Arkade.

The Penny Arkade saga actually begins with two singers-songwriters-musicians -- Chris Ducey, then of California but originally from Brooklyn, New York, and Craig Smith of Studio City, California would become the very foundation of the yet-to-be group.

In the summer of 1965, Chris, then a college student, and Craig met for the first time in California. The occasion was the fourth audition callback for The Happeners, a mostly serious TV pilot about the trials and triumphs of a three-person, Greenwich Village folk-rock band. Winning the callback after six separate auditions, then 19 year-old Chris and 20 year-old Craig, who had to sing and play guitars as well as act on the show, were promptly flown – along with lovely Sussanah Jordan, who had auditioned for the role of the third member of the group -- to New York where the threesome competed against the East Coast winners who were vying for the same roles. Again the West Coasters won.

            The Happeners hour-long pilot film was shot in fall, 1965, in New York City, with a cameo appearance by the Dave Clark Five, and with actors Louis (then simply Lou) Gosset, Jr. and Lou Jacobi in major roles. Chris and Craig sang their own original material written. The original plan was for The Happeners to air in a weekly time slot opposite a less serious but in some ways similar program on NBC – The Monkees. When The Happeners’ producers refused to cut their show down by half (the length of the NBC series), ABC withdrew the series from its schedule.

            Craig had also auditioned for The Monkees, at which time he met Michael (or, back then, “Mike”) Nesmith, who would eventually become the producer and, in many ways, mentor and inspiration for the Penny Arkade. Coincidentally, Craig and Mike knew each also encountered one another as part of the folk music scene – Craig as a member of the Good Time Singers, Mike in the Back Porch Majority.

            Although The Happeners did not…happen, something did happen between Chris and Craig. In 1966, out on their own as simply “Chris and Craig,” the duo secured a singles record deal with Capitol, cutting a number of sides including “Isha” and “Our Love Has Come” (included in this collection). And it was this Chris and Craig incarnation that constituted the true and official origin of the Penny Arkade.

            One day in spring, 1967, I answered a notice posted on the bulletin board of Local 47, the American Federation of Musicians – or, simply, the musician’s union. A couple of union members named Chris and Craig were looking for a bass guitar player. I was 23 years old, a former Chicagoan, and just months beyond graduating from the University of Southern California film school, and had been playing either lead guitar or bass guitar in various Chicago and Los Angeles-based rock bands since 1957. Most recently I was the bass player in a Southern California group called The Wicks. The notice seemed promising and so I had one of the former Wicks members, Kim McKellar, drive me (I only had a motorcycle for transportation at the time) to the little theatre in Hollywood where Chris and Craig were rehearsing and conducting their tryouts.

            Chris and Craig impressed me immensely from the start. Not only were they likable guys, but also their music – each song an original written by one or the other – was fresh and inventive, with sometimes-unusual chord progression and time signatures. Their music suggested, in some ways, the Beatles and the Buffalo Springfield. Although different (Chris’ voice had a somewhat more nasal, forceful rock-music “edge,” while Craig’s was softer and more “melodious”), their singing blended perfectly, melding into a single unit.

            Good-looking and charismatic as well as being extremely talented -- Chris and Craig definitely had “star” potential and their music “hit” quality. Of one thing I was almost immediately certain: I wanted to be a part of their act.           

At that time, a goateed musician named Mort “Magic” Marker played lead guitar while someone whose name may be lost to rock history played the drums. Also, both Chris and Craig emphasized to me that we were not a rock group per se, but that Chris and Craig constituted “the act,” while the rest of us were basically back-up musicians. Fine with me, I thought; for while I’d have preferred being in an actual group, I wanted more to be a part of these two great talents’ success.

            Auditioning, I was awarded the gig. We – as Chris and Craig – rehearsed their suite of original songs for several months. And some of those long hours spent in that tiny theatre building were indeed memorable. I remember our once hearing the familiar track to the classic “Midnight Hour” being played in the next room, only to find it being rehearsed by none other than the Buffalo Springfield.

More memorable, as it would turn out, one day a visitor came down to the theatre to watch us rehearse. He looked familiar. Wasn’t he one of the guys on The Monkees, the one with the Texas drawl and wool hat?

            Chris and Craig told me that their original producers – Sal Bonafede and Asher Dan -- were moving on in other pursuits (like real estate) and that Monkee Mike Nesmith was interested in possibly picking us up. That sounded very promising indeed until,  shortly after, they gave me the bad news: For the present at least, the Chris and Craig act was folding. There would be no more rehearsals at that cozy little theatre. But if and when Mike did officially step forward, they’d be giving me a call.

            I continued with my other pursuits and interests, never really believing that what had seemed so promising – only to end so abruptly – would ever get a jump start. One day, with the Chris and Craig experience mostly a fond memory, I received a surprise phone call from one of the duo, who told me the good news: The act was back and ready for business. Better news still, Mike Nesmith, now very successful with The Monkees franchise, had indeed stepped in as producer – and better news yet, we were no longer to be simply Chris and Craig but an actual group called the Penny Arkade.

            During the months between the phasing out of Chris and Craig and the birth of the Penny Arkade, the two singers recorded (with John London, formally with the Louis and Clark Expedition) a double-sided demo to promote the newly re-forming band. The demo featured two songs – Chris’s “Rhyme or Reason” and Craig’s “(She Brought Me) Something Beautiful” – that would, in the group’s early days, become part of the Penny Arkade’s performing list. Unfortunately, copies of this seminal acetate record seem to have been lost (the only known disc, in the possession of Penny Arkade drummer-to-be, being lost years later in a flood).

            The Penny Arkade had its first official meeting at Mike Nesmith’s home in the Hollywood Hills. Chris and Craig were there, of course, and also a 19 year-old drummer from Corpus Christi, Texas. Bobby Donaho had almost waist-long blonde hair and a thick Texas accent. Most recently a member of the band Willowdale Handcar (AKA Mrs. McGrueder’s 3-D Rhythm Band), he had briefly met Mike in Texas before relocating, with a number of other Texan musicians, to Southern California. A luncheon with Mike’s wife Phyllis led to Bobby pursuing and then getting the Penny Arkade gig. Bobby had a perfect sense of timing – necessary for some of the tricky time signatures of Chris and Craig’s music. Fortunately all four of us – now the Penny Arkade – liked one another and jelled as a foursome, even though our personalities, in some ways, were quite different.

            There was no specific lead guitar player present that night. As the Penny Arkade was not meant to be a typically “heavy” band, and emphasized Chris and Craig’s singing more than its instrumental backing, it was decided that either or both of them would handle the lead guitar parts. And while playing lead guitar was neither of the singers’ forte, they managed the required riffs admirably, with Craig nominally taking on the lion’s share.

            At that initial meeting, Mike explained that before long the four of us would be rock stars, especially if, given his successful experience with The Monkees, we followed his guidance and advice. The Penny Arkade (the “k” in the spelling for trademark as well as recognition purposes) was to convey a more “upbeat” or “happy” image than a lot of the other, more “downbeat” and “brooding” groups then in vogue. Though we’d still wear our hair long, we’d sport more stylized haircuts (thanks to the Monkees hair cutter, Michael Graber, who proceeded to chop off most of Bobby’s crowning glory). And, rather than jeans and T-shirts, we would wear expensive (blue) suits.

            It was either Chris or Craig who came up with the idea that Bobby and I should have nicknames. Thus, Bobby Donaho (for reasons never explained) became “Dunny” Donaho. I, because of my passion for comic books and superheroes, was re-christened “Captain Marvel” (later, just “Marvel”). The names immediately caught on (and to this day I am still referred to as “Marvel” by people knowing me from the old Penny Arkade days).

            Although the Penny Arkade was now officially a rock band (or group as they were usually called back then), the basic act was essentially the same as it had been a few months before. Chris and Craig were still the main attraction while Bobby and I backed them up. This time around, however, we would, where appropriate, also provide some backup voices.

            The Penny Arkade almost immediately started rehearsing – virtually on a daily basis, from mid-morning until late afternoon –at a house, overhanging the Hollywood Hills that Craig shared with John London. Soon thereafter, Mike, in order to monitor better our progress, invited us to move our rehearsals to the Nesmith home, playing in a room adjacent to the house’s sunken living room. A few months later, after Mike and his wife Phyllis and young son Christian moved into a considerably larger house in the Hollywood Hills, we moved too. There we were awarded our own rehearsal room, a nearly soundproofed haven where we could turn up our amplifiers and get as loud as we needed or wanted to be. Mike also bought us various pieces of new equipment, including a set of Marshall amps, which helped us crank up that volume.

            The four of us got to know each other quite well during all those long days and weeks of rehearsing, socially as well as professionally. As Chris and Bobby were married, Craig and I tended to gravitate more towards one another when it came to partying and hitting the nightclub scene.

            It was not long before we went into the recording studio. Our first sessions were done in 1967 at TTJ, a recording studio in Hollywood. As with all of our sessions, the four of us played the tracks together, with our instruments individually microphoned. Donning headphones, Chris and Craig then recorded their vocals, usually doubling their performances on another track to give their voices a fuller sound. When called for, Bobby and I recorded any backup singing on yet another separate track. On one song, “Lights of Dawn,” Mike Nesmith sat in playing maracas. Follow-up sessions took place at Wally Heider’s studio, also in Hollywood. Among the songs recorded during these earlier sessions was one (“Rhyme or Reason”) from that original two-sided demo. If you listen closely to one of them, “Voodoo Spell,” you can hear Chris mention his wife “fancy”  Nancy and Craig his girlfriend Holly.

            Our first gig – the one at which Mike Nesmith “unveiled” us to the world of show business and to the public at large -- was at the Christmas Party for Screen Gems, the TV division of Columbia Pictures that produced The Monkees show and music. Virtually all of the Screen Gems were present at that event (the Penny Arkade sharing a table with then Flying Nun star Sally Field). Even then we prided ourselves on the fact that our live performances sounded just like our recordings.

            The Penny Arkade played many of notable Hollywood clubs following that initial Screen Gems appearance – e.g., Gazzarri’s, the Magic Mushroom, Galaxy, Factory, Cheetah and Century 2000 (formerly Ciro’s, now the Comedy Store). We also played a dance at a Santa Barbara high school that almost led to a physical altercation. Apparently the school’s intent was to hire a band that played very familiar – and danceable – “Top 40” tunes. What the school got was a band that played all original material, some of which segued off into lengthy psychedelic instrumental breaks. It required some fancy diplomacy on our part to retrieve even part of the money promised us for that disastrous gig.

            Through all our months together, our music continued to grow, Chris and Craig’s writing becoming more and more sophisticated. This created a kind of dilemma for Michael. As he sought to secure for us a deal with some major record company, Elektra and Kama Sutra among them, our music and our style of playing was rapidly evolving, becoming more complex and sophisticated. By the time Mike had some record company interested in us, the music we were currently doing was dramatically different from that he was pitching. By that time, also, we had ceased playing those earlier tunes during our nightclub appearances.

            Later in 1967, with none of the band’s earlier recorded (and comparatively simpler) numbers yet released, Mike opted to green light our most ambitious and creative recording project to date -- the unofficially titled Not the Freeze album.  The album would feature mostly new material, but included a few new, improved and tighter versions of some of the songs we had recorded in that original session. In addition to the album these sessions would record two singles – “Love Rain,” written by Chris, and “Century of Distance,” a Craig song that was also part of that first session. (Naturally Chris and Craig always performed the lead vocals in the songs they individually wrote.)

             “Not the Freeze” (originally titled simply “The Freeze”) was a number, already of more than commercial-song length, written by Chris and having been recorded at one of the earlier sessions. For this new album, however, “Not the Freeze” was to be expanded to a fully blown rock concerto (predating such similar efforts as the Who’s rock opera Tommy). Supplementing its length would be several songs originally written as singles. These included “Hands of the Clock,” written by Craig and already recorded at Capitol by his then girlfriend Heather MacRae (and with an uncredited Penny Arkade providing background voices and additional instrumentation). The new and improved version of “Not the Freeze” would take up a single side of the album.

The tracks for this album were recorded over several days at the RCA studios in Hollywood, all of them set down on tape as single performances (everyone playing at the same time). Recording the track for “Not the Freeze” was saved for last. By the time we got to the lengthy piece, it was already 2:00 in the morning. We’d been recording all night and the hours had taken their toll. Consequently, the plan was to do a “scratch” recording of  “Not the Freeze,” played straight through without stopping, myriad time and tempo changes in all, with no overdubbing, and then come back another day to perform the “real” version. We got through the track – miraculously all in one take – and walked into the control booth. There a very pleased Mike Nesmith, sitting at the control board, informed us that our performance and its recording were just fine. It was our only-ever take of “Not the Freeze” in its expanded form and was a “keeper.” (Had I known that, I would not have, almost immediately upon reaching the end of the piece, leaned my bass guitar against its amp; you can hear a subtle “thump” if you listen closely.)

The Not the Freeze album gave Bobby and me a chance to do some “extra” performing. You’ll hear our voices, all the vocal tracks being recorded at Heider’s, in “Not the Freeze,” “Swim” (I’m the one yelling all the comic-book hero references) and “Voodoo Spell” (I suggested the “jungle drums” ending and did the John Wayne-inspired voice). Bobby and I played our regular instruments on “Thesis”; and while we continued to play our parts during live performances of this number, it was deemed more appropriate to delete them from the final mix and leave the acoustic guitars to carry the instrumental track.

The Not the Freeze album was arguably the high point in the too-short career of the Penny Arkade. We actually performed “Not the Freeze” in its entirety on stage at some of our live appearances, while acetate dubs of the album were played at various parties until the became marred by skips and scratches. Everything seemed to be going for the group. We even auditioned for a recurring role on the then-popular Peyton Place TV series. Then, other forces intervened, all of which led to the group’s inevitable demise.

First, Craig Smith decided to leave the group. Craig had recently made a considerable amount of money after some of his songs had been recorded by such top-flight artists as Andy Williams and Glen Campbell, as well as Mike Nesmith. (Williams recorded “Holly,” written for Craig’s girlfriend of that name, Campbell “Country Girl” and Mike “Salesman,” the latter on the 1967 Monkees album Pisces, Aquarius, Capricorn and Jones; both had been already recorded by the Penny Arkade). With his newly acquired good fortune, Craig decided to see the world, touring the Orient (as far as Tibet). When he returned from his journey, Craig, having encountered a number of Eastern religions and philosophies, as well as other influences, returned to the United States a quite “different” person. Among his alterations was a shaved head and a new name --  Maitreya. The last contact any of us has had with Craig was sometime during the early 1970s.

Sans Craig and without a lead guitarist per se, however, the three remaining members of the Penny Arkade determined to forge onward. The always-prolific Chris having written four new songs, he decided to produce them himself as demos. Chris, Bobby and I recorded the numbers – “Woodstock Fireplace,” “Sparkle and Shine,” “Face in the Crowd” and “Year of the Monkey” – at a small Hollywood studio, with all three of us doing major vocals and me doubling up on keyboards.

But all three of us felt we needed another lead guitar player. As Craig had handled most of the group’s lead rifts, we sought to replace him with another lead guitarist. The Penny Arkade’s new fourth member was Dave Turner, of late the lead guitar player in the Satisfied Sponge. We rehearsed for a while with Dave, including trying some of Craig’s material with Chris taking on the lead vocals.

The four of us, as the new Penny Arkade, recorded only one song – “Give Our Love (to All the People),” a collective effort written by Chris, Bobby and myself. As an experiment, Bobby recorded four separate drum tracks and I played octaves on some o my bass lines, contributing overall to a substantially heavier effect than previous Penny Arkade songs. After the piece was recorded, Monkees musical director Shorty Rogers was brought in by Mike Nesmith to add some brass embellishment to the recording.

Then other forces entered the mix. By 1968 The Monkees television show was canceled, and Mike’s interests were gradually gearing in other directions. Furthermore, the very image of the Penny Arkade was quickly and dramatically changing. No longer garbed in the blue suits, the group had been evolving into a “heavier” sound an image. Dave Turner, who never quite melded into the image we were then trying to project, was replaced by three new musicians – rhythm guitarist David “Spider” Price, lead guitarist John “Toad Man” Andrews and Bob Arthur, all of whom had strong blues and country roots. Bob Arthur and I alternated on bass guitar and electric organ. Our sound and image had changed so much that a name change was also in order to match those changes. Thus, the Armadillo was born – but within a half year, that also came to an end.

About the time the Armadillo was winding down, Bobby and I, at Wally Heider’s, recorded an instrumental song I’d written titled “A Walk in the Park.” I played organ, Bobby drums, Mike electric guitar, Shorty Rogers trumpet, while someone who’s name is lost to memory played clarinet. Like the Penny Arkade material, this recording never got released.

Unfortunately none of the original Penny Arkade masters – nor copies of all of our songs – seem to have survived. Fortunately, back in 1968, I had the idea of making a copy of the original master tape of the Not the Freeze album, “Love Rain” and “Century of Distance.” Chris Ducey managed to turn up a nice acetate dub from the “Woodstock Fireplace” session, as well as one of “Our Love Has Gone.” By sheer accident, I also recently happened upon an old reel-to-reel copy, made either from the original master or an acetate dub, of some of the songs recorded in 1967 prior to the Not the Freeze album, these including the original shorter version of “Not the Freeze.” For the present, pending the possible future discovery of the original master tapes, these are the best (and sometimes only) existing recordings representing the Penny Arkade. Be assured that Sundazed Music has done its best to ensure that the songs presented herein has been re-mastered and reproduced in its finest audio quality, given their myriad sources.

After the Penny Arkade?

As already stated, the former Craig Smith’s later career remains, at best, shrouded in mystery. In 1972, we only recently learned, he produced on his own two vinyl LPs – both including the Not the Freeze cuts, all rather poorly reproduced, intermingled with a number of his own, pre- and post-Penny Arkade solo recordings – under the titles Apache and Inca. After getting limited radio airplay (I heard “Not the Freeze,” credited only to Maitreya, over an Los Angeles FM station), these albums became collector’s items; and in 1990, they were bootlegged and put out on double-CD set by a German company.

Chris Ducey subsequently continued his musical pursuits, partnering with pianist Ed Millis as the duo Prairie Madness, for Columbia in the early 1970s. In 1972 the duo would record the esoteric, atmospheric and appropriately titled album Prairie Madness, with production begun by Joel Sill and completed by Procol Harum’s ex-organist Mathew Fisher.  Also in the early Seventies, Chris got a singles deal at Columbia with Chad Stuart (of Chad and Jeremy fame) producing, that being the result of Chad seeing O.F. Visigoths at Hollywood’s Ivar Theater, the avante garde rock musical for which Ed and Chris wrote the music. Also, Ed and Chris wrote music for and were the musical directors of “Circles in the Sand” (from Visigoths), Franki Valli’s comeback recording, a song also recorded by Prairie Madness. Subseuently, Chris went solo, wrote more than 20 new songs and landed a contract with Warner Bros., which produced the distinctive Duce of Hearts vinyl album. While achieving success in the corporate world, Chris continues today to write music, also creating interactive television and broadband TV projects for his company Springback Creative.

Bobby Donaho has continued to perform and produce music, playing in a countless string of bands playing myriad kinds of music, briefly teaming up during the early 1970s with one-time Penny Arkade fill-in member Dave Turner, and currently performing with the Corpus Christi-based band Third Coast Rhythm Section.

“Marvel” went on to become the author of numerous novels (best known for the novelization of the motion picture The Empire Strikes Back), short stories, nonfiction books, articles, TV shows, film scripts and, of course, comic books (see the website, in addition to becoming an amateur paleontologist. In 1995, as President of Frontline Entertainment, I realized a childhood dream, producing, directing and writing a number of independent horror and fantasy movies (see Additionally, in the mid-1980s I established, with friend and fellow musician Pete Von Sholly. Fossil Records, which has produced Dinosaur Tracks, a series of paleontology-related rock music albums

As should be evident by the fates of the three of us, once playing rock ‘n’ roll gets into your system, you’re hooked for life!

Some additional specific Penny Arkade memories: Joining Sheila, Heather and Meredith MacRae in Las Vegas, where Bobby, during a nightclub performance by Sly

and the Family Stone, got arrested; movie star Dan Duryea barging into a rehearsal at Craig Smith’s house, telling us that we were playing too loud (he lived up the hill a few blocks); me, disguised as the Wolf Man, sneaking into Mike Nesmith’s house, only to be caught in a mid-air leap into the living room by Frak, Mike’s attack-trained German Shepherd; Chris and Craig breaking into their bizarre and hysterical “bird” routine; Bobby, at a party at Chris’s house, crashing head-on through a glass door and splitting his nose from top to bottom (still has the scars); me again, burned from head to toe, while making popcorn, in a cooking-oil explosion, the night before our “unveiling” at the Screen Gems party; playing alongside such notables as Captain Beefheart, the Brotherhood of Man and the Buffalo Springfield; the camaraderie and creative interaction of all the members of the group; and, of course, the guidance. hospitality and friendship of our producer, Michael Nesmith.

My stint with the Penny Arkade included two of the best years of my life. Some of the memories of that time, preserved on the recordings presented on this CD, are offered here for the first time. Sundazed Music has done its best to ensure that the songs presented herein has been remastered and reproduced in its finest audio quality, given their myriad sources.

  Thirty-seven years later (and for the first time), thanks to Sundazed Music’s Penny Arkade: Not the Freeze CD, we’re back!

Donald F. Glut
AKA: "Marvel"


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