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Zwee Dot: How Kelly Sill Listens to Music –Kocour/Spencer/Sill Trio’s “The Shadow of Your Smile”

Updated: Dec 6, 2019

by Kelly Sill

In this month’s “Zwee Dot” Kelly Sill shares his listening notes for “The Shadow of Your Smile.” Written by Johnny Mandel, this version was recorded for the 2005 independent release High Standards by pianist Mike Kocour, drummer—and December 2019 Chicago Jazz Magazine featured artist—Joel Spencer, and Kelly himself on bass.

As the trio’s bassist, Kelly offers his perspective as a musician on the recording at the end of the notes. Listen . . . read . . . enjoy!

“The Shadow of Your Smile”

From the recording

High Standards

2005, independent release

Click here to listen!

Mike Kocour – Piano

Kelly Sill – Bass

Joel Spencer – Drums

0:01 And the cut begins with a pickup line

0:07 And a break, which the bass takes

0:11 Nice two-feel

0:14 The piano takes the break, by coming in right on the “and” of one

0:20 This sits very nicely; two feels good

0:24 Bass plays unobtrusive fill

0:33 They hit in two different places there

0:36 Second half

0:54 Drummer sets up the quarter note triplets with a big “one”

0:56 Two bars to the break

1:04 Only the bass hits on one with a quiet harmonic; by taking the air out of the break,

they’ve committed to staying in a two-feel

1:07 Beautiful; nobody hit on the second beat of the first bar, cementing that they are in it two-feel

1:15 Feels really good—pianist is really taking his time

1:20 Nice; a little blues lick there

1:30 Beautifully constructed melodies here

1:38 Nice punchline to the melody

1:40 Second half

1:42 Ah—a strong blues lick—inviting going into four the next chorus

1:49 Still the blues

1:51 A double-time line

1:59 That figure sets up the quarter note triplets

2:02 Bass plays a triplet, the invitation to go into four

2:05 Piano answers, “let’s do it!”

2:09 Big “one”!

2:13 Piano plays a beautiful blues break

2:15 Bass cements the deal with a spickity-bong

2:24 Nice triplet thing followed by a blues lick

2:35 Continues that motif, answered nicely by the bass

2:43 A doubletime run, followed by the hemiola

2:51 Setting up a big hole for a hit on the end of four, bass nailing it!

2:54 Bring it on home!

2:59 Really anticipating

3:03 Yeah! Powerful setup for the quarter note triplets

3:06 Bass plays a spickity-bong, virtually saying keep the energy up

3:16 Piano plays the first bar of the two bar break, giving the bass the opportunity to paraphrase the pickups into his solo . . .

3:20 . . . which he does

3:32 Beautiful accompaniment by drums and piano

3:40 Bass is constructing a new melody

3:49 A little more motion there

3:54 That’s pretty low for a bass solo

3:59 In the middle of bass now

4:02 And now up to the top

4:08 Piano sets up quarter note triplets

4:10 Bass takes the bait

4:14 Here comes the punchline

4:19 Bass sets up the two-bar break

4:21 Piano takes it

4:25 Piano is playing another solo chorus instead of the head

4:29 And they’ve backed into a two-feel

4:36 Taking his time with the blues

4:46 Alluding to the melody

4:51 And that is the melody

5:03 Bass really filled that break

5:07 Very subtle

5:11 There are the quarter note triplets again

5:15 And the final phrase

5:22 Oh, a tag

5:27 Back to the quarter note triplets

5:33 Whoa—a call to the blues

5:38 A nice tag in two

5:48 It’s starting to heat up

5:50 And into four!

6:00 Bring it on home!

6:08 Piano sets up quarter note triplets for the last time

6:14 And plays the last four bars of the melody

6:20 And goes into a two chord vamp

6:30 Basically in two, with a walk-up

6:35 Sparse construction

6:46 Sounds like they’re setting up the ending with that figure

6:58 Not sure if they agreed on the ending, but it came together

7:04 Another great cut!

This trio played together one night a week for four years. We never formatted the tunes when we played live, so we decided to do the same thing on all of the cuts on this recording. On this cut, like the others, we were deciding on the fly what to do and whether to do stuff or not do stuff. All of the communications and decisions were based on what we played at that moment. This cut for me is really wonderful because of the decisions that we made at each moment, and how well it turned out. —Kel


Kelly Sill has been a mainstay of the Chicago jazz scene for more than 45 years. After receiving his bachelor's degree from the University of Illinois at Urbana-Champaign, he moved to Chicago. 

He has since performed and recorded with a vast array of jazz artists, including Art Blakey, Joe Henderson, Art Farmer, Eddie Jefferson, Clark Terry, Cedar Walton, Herb Ellis, Woody Shaw, Hank Jones, Freddie Hubbard, Kenny Burrell, Barney Kessel, Chris Potter, Ernie Watts, Bob Mintzer, Mel Torme, Anita O'Day, Janice Borla, Jack Mouse, Jackie McLean, Joey DeFrancesco, Donald Byrd, Bobby Watson, Eddie Harris, Scott Hamilton, Victor Lewis, Clifford Jordan, Bucky Pizzarelli, and many more. 

He has performed at the Chicago Jazz Festival, Ravinia Festival, the Elkhart Jazz Festival, the Red Sea Jazz Festival, the Thessaloniki Concert Hall in Greece, and Symphony Center (Orchestra Hall) in Chicago.

Kelly has served on the faculties of Northwestern University, Interlochen Arts Academy, Northeastern Illinois University, Lake Forest College, DePaul University, and Northern Illinois University. He currently teaches at North Central College in Naperville, Illinois. For questions or comments please contact him at or visit his website at

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