Denny Carleton

Fred Grupe and Denny Carleton

 With Fred Grupes Passing I decided to put an excerpt from my Memoir about my time with Fred ...Fred was my brother and friend ,comrade, co worker for Jesus and my fellow Manchild.Cant replace Fred  but we can try to be more thankfull and loving and have more faith , which was sort of Freds point eh.

  I was bouncing around a lot, living here and there, and one night I crashed at a house in Mentor where Fred Grupe lived.  I mentioned to Fred I was going to play a small gig for money at the YMCA.  I was going to get a bass player and drummer and make a few dollars, which I needed.  Fred asked if he could play. I said “The problem is you don’t play an instrument.”  He said “Well, if I was going to have a pickup game for fun I would let you play.”  So I taught him the beginning notes on the bass.  Now Fred has gone on to become a good bass player and that is how he started.  His nickname was FA (don’t know why) and we started the FA Band.

     The FA Band’s trio consisted of me (guitar and vocals), Fred Grupe (bass), and Mac Chafer on drums.  We played local YMCA’s, bars and schools, developing a cult following who enjoyed hearing our originals and some covers.  We turned everything into an event.  One of Fred’s talents was organizing and promoting; therefore, we always had great crowds attending our performances.

     We started with Mac Chafer on the drums, but eventually, a different drummer would fill in every night.  Occasionally, an extra guitar player appeared or perhaps a harmony singer, usually ending in a free-for-all jam session with anyone who wished to join in.  We started to organize concerts, and we brought in a lot of acts to play with us, and that is something Fred and I still do to this day.

     Fred and I had some funny experiences.  We were living the college lifestyle.  Sometimes we stayed up all night waiting for Gary Dee’s morning show on the radio.  Gary was a local legendary disc jockey.  We would place a call to the show and say stupid things.  I knew of Maslow’s hierarchy of needs, but not until I met Fred did I realize pizza was at the top of the list.

     Fred and I, with the help of Chris “Huggy” Gallup, Ric Harrison and Mike O’Neill, would make up ridiculous songs like You Got the Tan and I Don’t or who could ever forget My Goal in Life is to be a Quarterback Like the Tough Guys in Euclid, or Family Tree with the lyrics: (listen to me mister, I’m glad she’s not my sister, cause I never would have kissed her in the park that night).  Or who can forget, Mentor is the Kind of Place You Won’t Get Pushed Around Unless of Course You Wear a Dress to Jerry’s Local Tough Bar – these were never published.  My most well known song was Six in the Morning with lyrics: (Lord, I don’t want to wish upon a star, and I want to know who you are, who she is, and what it all means).

     We played without a PA system.  We used my Fender amp and plugged my mic into it.  To our amazement, probably because we were having so much fun, many people joined in and jamed with us.  There was a certain irony to see some of the area’s best musicians jamming with no PA and any ole drummer and bass player who had been playing for only two months.

     We had a funny, cult-type thing going.  We played the Painesville YMCA and they decided to run Mickey Mouse on the screen behind us.  Fred and I laughed to see the sit-in drummer surrounded by Mickey, Minnie and Donald Duck as we introduced the next song.

     We also had regular gigs.  We played a club on West 50th Street in Cleveland in a tough area of town.  The first night was heaven; the band clicked and all was good.  The owner of the club loved us.  It took a turn the next night; everything went wrong.  The owner didn’t like our music,the crowd didn’t show up and we were asked to pack up early and go home.  As we were leaving, one of the locals asked us if we could hurry because he wanted to set up the pool table in the spot we had been playing.

     Around this time, legendary Jane Scott began to run articles in the Plain Dealer.  She started a new feature titled “What happened to the members of this band” featuring a picture of the Lost Souls.  The next week someone wrote to Jane identifying the band in the picture as the Lost Souls, so she published the picture again.  The following week, Jane featured the same thing “What happened to the members of this band” only this time the band was Milk.  Fred mentioned that I should contact her because he believed for some reason Jane may be reaching out to me.

     I decided to contact Jane which led to an interview.  Jane then wrote a full page article about my opinions on music and what the FA Band was doing.  As life had it, we were also asked to go on the “famous” Coffeebreak Concert, which was a series on WMMS in Cleveland hosted by the legendary Matt the Cat.  At that time period, WMMS was rated by the Rolling Stone Magazine as the number one rock and roll radio station in the country.  I performed and was interviewed on the Coffeebreak Concert along with Fred Grupe and Randy Klawon.  We did some of my originals and it was a thrill; we sounded great.

     After doing the Coffeebreak Concert, a bit of paranoia hit me.  I was abhorred when I realized I was not living the most Christian or healthy lifestyle, and saw myself in the newspaper looking like a burnout, along with the widespread exposure I had appearing on WMMS.


     The FA Band was now on sabbatical.


FA Band’s Reinvention


     Because of the article in the Plain Dealer, and the publicity we received from the WMMS concert, the FA Band changed and was then reorganized with permanent members.  Although we had success with the first version of the FA Band, we wanted to become more organized with a permanent guitar player and drummer.  Joining Fred Grupe and me were Danny Schneider on lead guitar, Ralph Vivionno on drums and Joe Blasic on vocals.

     In hindsight, this second version of the FA Band was a good thing for me because it was stable.  Musically, the band made little sense to me.  We did Aerosmith, Peter Frampton and Bad Company.  They’re all OK, but not really my style.  The band played locally for about a year then broke up.  Our greatest ‘claim to fame’ was opening for Peter Panic at the Painesville Stables with our good friends Dan and Randy Klawon and Steve Doman.  We also did some Bowie songs like Panic in Detroit and the song 1984.


Being in the band was secondary for me at this time in my life.  For me, it was really more about repenting, stabilizing myself, patching up loose ends and getting my life back in order after a crazy previous year.  I had moved back in with my parents and began to eat normal meals again.  I was also going to A Local Church , hanging out with friends and reading books. 

     The second FA Band was a more practical band.  All of us agreed we would help each other for a period of time.  I think we all knew it was not going to last long and it didn’t; nine months later we broke up.  During this time, I also performed, solo, an acoustic set at the neighborhood bar by the bowling alley called The Pin Deck.  I did an assortment of odd covers mixed in with my originals.

     It was during this time that my father retired.  Because he wasn’t busy working, I got to know him better.  My parents began to travel, so I would get the house to myself for a couple of weeks at a time.  It was my job to take care of the house which also meant the gardening.  I liked to water and mow the grass.  I was a night owl and late sleeper, and went out with my friends now and then for a few beers and laughs.

     I’m not sure why this version of the FA Band broke up, but during the summer, we started to talk again.  I had met Bruce Moore at Tri-C and asked him if he would like to drum.  He was into it and asked if his wife could sing with us.  Pam was an excellent singer especially when singing Heart and Fleetwood Mac.



Inner City


     Fred Grupe, Dan Schneider and I then started a new band with Pam and Bruce and we named it Inner City, with Bruce Moore on drums; Ralph had taken another gig with Eric Robertson (both Ralph and Eric have since passed away) and later, Pam on vocals.  We also did Dan’s and my originals and covers.  The band played mostly at the Phantasy Theatre in Lakewood before breaking up after being together just five months.





Left to right – Pam Moore, Fred Grupe, Denny Carleton, Dan Schneider, Bruce Moore


     During these times, I learned that the old band format did not work for me.  Dan had some input, Pam and Bruce had input, and Fred and I had ours.  It appeared to me the band was becoming a backup to Pam and I communicated that in a meeting we had.  I was thrown out of the band the next day and they brought in Mike O’Neill to take my place.  They said I was a good guy, but they could tell I wanted a backup band.  They all failed to interpret accurately what I was saying.

     I was in an odd position, but one I thought was filled with justice and humor.  The band performed many times before I was kicked out and the folks liked us.  We had a nice write-up in the local papers and that meant people were talking about us.  Since Mike O’Neill was not ready to play, they still needed me and asked if I would stay until Mike was ready.  Being the nice guy that I am, along with needing the money, I said “Sure.”  I tried to explain to them that they had misinterpreted what I was saying in the meeting about Pam.  What I was trying to convey was that my talents were not being utilized.

     We played out three times a week.  All heck broke out during this period; the band members began fighting all the time – it was a chaotic nightmare.  All of the money they earned went into buying a PA system while all my money went to me.  I think Fred somehow floated above it.  I didn’t practice -- just came to the gigs.  I escaped band hell, got paid, and was able to be very pleasant to everyone because I wasn’t that close to the situation.

     Mike was not comfortable with the chaos and the members asked me to rejoin them, so Mike, of his own choosing, left the band.  Once again, I needed the money and also I believed they had come to their senses, finally.  I was in the group for about one day before the band fell apart.  Pam went on to sing with Meatloaf and Bob Seger and, for a while, Dan Schneider was a staff writer in Nashville and NY publishing houses.


Radio with Fred


I learned to be flexible while doing radio.  For a while I did an hour show on Saturday afternoon, switching over to a one-half hour show on Friday nights then to a ten minute show before the sporting events.  I took a break from radio for a while.  Then when I returned to radio, I asked Fred Grupe to come and co-host with me for a drive-time show from 5:00 to 5:30 p.m.  Fred’s and my show became almost a comedy show.  We took calls from people on their way home from work.  We experimented with concept shows; for example, we would mimic sports commentators, or just going with whatever else came into our minds at the time.  We strived to keep local music the focus of our broadcast while doing our best to be as strange, loose, funny and “off-the-wall” as possible.  I would read a news blurb about something strange to see what Fred would say.  If he said something funny, I would ignore him as if I was seriously trying to be very straight.  People caught on to our humor and we had a great time doing it.

     I interviewed Illustrator, David Rankan on my show.  David was going to draw a monkey.  As he was drawing it, I narrated the drawing play by play…..“Oh!  He is drawing the tail; it’s taking shape now,” and so forth.  After hearing that segment played back, it made just as much sense to me as any sporting event I have ever heard narrated over the radio -- it’s the theatre of the mind!

     I had a few advertisers, but I soon realized I’d have more if I offered to play at their place of business.  So, Fred and I along with a band of newcomers and usual group of misfits, like John the accordion guy and Ed playing his bouzouki and percussion instruments, would go to play at donut shops and flea markets.  We would also have a group of friends come along.

     We did a fake American Idol show critiquing music from the 50’s.  We picked some of the most stupid songs of the 50’s critiquing them in the harshest way possible to sound like Simon Cowell.  We had Scott Savol from American Idol on the air to critique three versions of On Broadway.  His comment about the Neil Young version was “It’s pitchy Neal.”


The Elements


     I started an Open Mic night and, one by one, musicians came.  Eventually, these musicians formed the band the Elements.  The Elements were named during an off-the-cuff conversation during one of my gigs.  The name was chosen because we were a conglomeration of diversely talented individuals who performed based on availability and venue, so as a chemical is made up of various elements, this seemed a good name for the group.  In addition to this variety of talent, there was also a mix of instruments.

     The members were: Ed Mills: vocals, originals, cahone, guitar, baritone guitar, Indian flute, bass guitar and percussion; John Hlavka: accordion; Art Lazar: percussion; David Hlavka: rhythm guitar; Fred Grupe: bass; Doug Bukovic: electric guitar; Greg Coleman: zen drum and drums; Bob Howrie: bass and electric guitar; Al Atkins: rhythm and harmony; Dr. Juan Hernandez: bass and Denny Carleton: guitar, originals and vocals.

     The Elements played many shows at Willoughby Fine Arts and took part in the shows I did with Fred promoting the radio show.  We played donut shops, coffeehouses, flea markets and even started a concert series at the Art Gallery in Downtown Willoughby.  We also played the Ingenuity Festival in Downtown Cleveland, the Barking Spider and Seekers Coffeehouse in Mentor.




     The Elements are now a three-piece band: John Hlvaka on accordion, Ed Mills on percussion, Indian flute and bouzouki, and Denny Carleton on guitar and vocals. 

     One of the band’s highlights was when we played the Beachland Ballroom.  We opened for Kasum Sultan of Todd Rundgren, Utopia, and Meatloaf fame.  The Beachland is an alternative music club on the east side of Cleveland.  In addition to playing the Beachland, I attended a few dozen concerts and had the opportunity to meet Tish Hinojosa, Joe Ely, Jimmie Dale Gilmore and Rodney Crowell.  When I met Rodney I told him I related to him because I had read his quote as being Pentecostal Buddhist which I found unusual and told him I was Pentecostal Catholic.  With a straight face in a warm southern drawl, he said “I’ve never heard of that before.”  I then told him my ninety-one year old mother had turned me on to him and that she wasn’t attending for health reasons.  Rodney said that was the best thing he had heard on tour; a ninety-one year old woman who liked what he was saying and his music.

     Ed Mills is one of the colorful characters of the Elements.  He plays many different instruments and writes really nice traditional country folk and Christian songs.  For whatever reason, Fred and I started announcing Ed’s folk songs as American traditional folk ballads with a touch of granola when men were men from Appalachia.  See how the tapestries of Ed’s sensitive words make us want to return to a simpler time of women in bonnets and men in britches gliding in their canal boats.  We continued to make up more stuff every time he played his songs.  We then put these immature antics on the radio and in Fred’s newspaper column.

     When we played a concert at the Willoughby Fine Arts, we came on stage with an accordion, a Zen drum, my electric guitar banjo, Fred’s headless bass and the bouzouki.  Fred made a comment to the audience that we looked like our instruments and Ed immediately put his bouzouki by his stomach that was protruding out (there is a video (we look like our instruments) on YouTube.

     The Elements, most of the time, was me playing some of my easier originals with everyone falling in behind me.  We never rehearsed until the end of the band when we started to get concert opportunities.


This is just a  list of some of my experiences with Fred, and if you ever wanted some details we could talk all night. There are a million stories about Fred with Abby Rodeo, The Girls ,Patchwork Blue, and so many others ,and of course Nan and the family and his love of sports and coaching .How I knew Fred it was about the music ,but it was also about the gratitude for one more day and the relationships, and lets be real He let the light of Christ shine through him . If you liked Fred then youll love Jesus if youll let yourself get to know him .If this is foreign territory for you try this for a prayer. Jesus if you are real show your self to me through the power of the Holy Spirit. God bless Fred Grupe