“He’s a whole musical education,” trumpeter and jazz innovator Miles Davis said of Benny Carter, an early influence. “The King,” as he was known, was the Tchaikovsky of jazz composers, an arranger for Duke Ellington, Count Basie, Bennie Goodman, and Billie Holiday, one of the first African-Americans to write Hollywood scores, and an alto sax player of thrilling purity. Late in life, Carter decided to take on songwriting as well.

“We would talk about the lyrics interminably,” recalls his widow, Hilma Ollila Carter. “He liked rhyme—old- fashioned, courtly speech—and he wanted le mot juste.” He didn’t find many mots justes before he died, at age 95 in 2003, but a close friend of the Carters, singer-songwriter Deborah Pearl, has now produced a whole album of song to his acclaimed melodies, Souvenir of You.

“Why didn’t it occur to us to ask Debbie?” Hilma wonders out loud.

Pearl’s career rivals Carter’s in its breadth and Hollywood flavor. She has written for half a dozen sit-coms and produced as many screenplays, with a few currently in development. She has sung backup for Roseanne Cash, Neil Young, Oasis, and her sister, 1980s Billboard-100 hitmaker Leslie Pearl. She even once worked as a singing waitress. Her warmly received one-woman show, Chick Singers, gives creative form to this vast and various résumé, with opera divas and punk rockers, the aspiring and the overlooked, each telling their idiosyncratic tale.

“The problem with you,” Benny Carter once observed of Pearl, “is you have an embarrassment of talents.” Posthumously he has become the beneficiary of that excess. A few years ago, Carter received a request to set lyrics to one of her husband’s compositions. (Famous numbers include “Malibu,” “Blues In My Heart,” and “When Lights Are Low.”) With his exacting standards in mind, she had reservations about the proposed song and consulted Pearl, who said, “Would you like me to give it a try?”

“We had no idea what it would lead to,” Carter admits, laughing. “The album grew like Topsy.” After the success of that first attempt, she fed Pearl other tunes—and these lyrics also worked. The women decided to make a “demo”—a CD of songs to minimal accompaniment for other singers to use. They still hope the tunes will be picked up—by Al Jarreau, for example—but they came to realize that the album had commercial potential; contacts in the music industry to whom Carter sent the work-in-progress were charmed. “We got more and more enthused,” she explains. Pearl says, “It’s brought all of my abilities together.”

Pearl didn’t start with an organizing theme, but as she wrote more of the album she found herself returning again and again to the miraculous love story of Benny and Hilma. Hilma Ollila first met her future husband in the late 1930s when her older sister, a jazz aficionado, took her to the Savoy Ballroom to hear “this great musician.” She was not yet 19. She and Benny must have talked because soon they were dating. The romance continued until he left for Hollywood in 1942.

He married and she married and eventually “we lost touch,” she says. But in the mid-1970s, after she had divorced and with “women’s lib” and the notion of following your bliss in the air, she realized, “This is the person I have loved—really loved—all my life.” She sent cautious regards via a mutual acquaintance, and soon Carter phoned to invite her to dinner after his next gig back east—at Carnegie Hall. When they met, he said, “I loved you once, and it’s never been any different.” Souvenir of You does not recount their story, but it does convey the many feelings that love, separation, and reunion might stir up. It is also a token of Pearl’s affection for the couple, who have regarded her as an adopted daughter.

Hilma Carter met Pearl first. Soon after moving to Los Angeles in 1979 to be with Benny, she sought out the local Barnard Club, which Pearl frequented because being around “honest, authentic, and forthright women makes my heart happy.” The two women, separated by three decades, became fast friends and with time Pearl came to know Benny as well. “Whoever Hilma loved, Benny loved,” she explains. “Whenever I felt bummed, I’d go over to their house and sit on their couch and talk to them,” she says. “And I’d feel that all was right with the world. They are such a peaceful couple—no palpable tension anywhere. They are self-planted, secure and loving people.” Many of the album’s 13 songs reflect this spirit.

Pearl approached the songwriting as “a wonderful puzzle,” with the melody and whatever clues she could glean from each number’s title and back story helping to answer “the underlying question: What is the story?” Though a song is three minutes, not three acts, her experience as a playwright and screenwriter proved useful. “You still need a beginning, middle, and end,” she points out. “I imagined the songs as mini stories.” Sometimes the lyrics would come in a rush and sometimes she would have to wait for the right words, running through the songs as she walked the dog in the Hollywood Hills.

Her first test drive—at a local Jewish community center right after lunch, when the audience of seniors had their heads bobbing toward their laps—was hardly ideal. “When I tell other performers, they fall over laughing,” says Pearl. But the information was useful.

“When we perform ‘Doozy Blues,’” she promises of one of the swinging numbers she has since added, “believe me, nobody’s going to be sleeping.” In fact, she feels confident about the whole album. “I don’t have to worry if the melodies are good. They’re spectacular! Being on the shoulders of Benny—I can’t think of anything more elevated.”

Souvenir of You will be released on Evening Star Records this spring.

- Apollinaire Scherr
Photograph by Ed Berger