In the mid-2000s, Brian Walton moved beyond country music and reinvented himself as a blues-rock artist. He had grown disillusioned with country music, with its rap elements and over-engineered ‘Nashville’ sound, and many of the country bands he played with were covering the classics anyway.
When Brian moved to Colorado in 2006, he joined the Toad House Band, a blues project that Marty Wallace and Toad Tavern Owner Brice Hancock put together to support the many national blues acts Brice would invite to play at his venue. With roots in Southern rock and Progressive rock, Brian was ecstatic to play the high-energy lead guitar licks of his youth again. As the band’s only seasoned singer, he took on lead vocals whenever they opened for national acts. That set him on the path to becoming a blues-rock artist.
The turning point came when Brian signed with the A&R agency K&P Enterprises out of LA. During the intake interview, when asked what he wanted to do with his career, he decided to pursue blues-rock, as blues music was rising. K&P didn’t waste any time and pushed Brian to write an original blues song, which became the “What the Hell” single and sent him on tour.
Brian had been working a lot in Hollywood since returning to the US from Germany in 2000. He had just wrapped up producing a gold-selling album for the Grammy-winning Robert Glasper Trio and the soundtrack for the film “The Revenant,” as well as oodles of jingles for local businesses and national chains, when his agent started bugging him for an album in 2015. Brian hadn’t really written any new blues music since releasing the “What the Hell” single in 2009. So he repurposed jingles and soundtracks he’d written for other projects, along with updated versions of singles he had released before the album.
He ended up with an eclectic blend of blues, country, and rock, all with a distinctly bluesy style that showcased Brian’s award-winning guitar work and seasoned vocals. However, the real mastery lay in the production, where Brian developed digitization techniques that later became patented industry standards. When the album hit the airwaves in the summer of 2015, many tracks reached the top 100, bolstered by public familiarity from their prior use in soundtracks and jingles.
The inspiration for the artwork and album title came from Brian’s little side gig playing in the classic rock cover band “GeeDub” with good friends bassist Kenny Martinez and drummer William Young. Unapologetically playful, the trio gave each other goofy aliases like “Big Dub” and “The Rev” and often performed in weird costumes or hats. Even the project name was a variation of Brian’s last two initials: “Gee” and “Dub” from his initials “BGW”.
“What the …” produced and performed by Brian Walton at Capitol Studios Hollywood for Blue Rhino Records. Distributed by Sony Entertainment. ℗© 1981-2026 Walton International Business Group LLC dba Musty Dungeon Studios. Brian Walton appears courtesy of K&P Enterprises.
Record Label: Blue Rhino Records/Musty Dungeon Studios
Distributor: Sony Entertainment
Producer: Brian Walton ASE
Composer: Brian Walton ASCAP/MPA
Release date: August 15, 2015
ASCAP: 913524246
UPC: 701496802917
Born from a spur-of-the-moment soundtrack contribution for a 2009 documentary, Brian Walton’s “What the Hell!” evolved into a breakout blues-rock sensation that defied expectations. Transformed from a 60-second snippet into a chart-topping, gold-selling single, the track draws on real-life relationship struggles, capturing relatable themes that resonated with audiences and awards organizations alike. Today, this unexpected hit stands as a cornerstone of Brian Walton’s catalog, boasting a massive global footprint with placements in hundreds of major television shows and films, including The Mandalorian, Andor, and The Hangover series.
With a plea of redemption
A sad look on my face
When I’m in hot water
When I’ve fallen from Grace
When the tables have turned
And I’ve lost the rat race
I look all around me
And I stand in disgrace
Minding my own business
Doing nothing wrong
When out of nowhere
I saw it coming on strong
She rounded the corner
And it wouldn’t be long
Before peace all around me
Was three ways from gone
Aw What the Hell
In the dog house again
Aw What the Hell
I’m guilty of a sin
When I’m in hot water
Gotta take it on the chin
But at least in Hell, Babe
The devil will make amends
I begged for forgiveness
knowing my own fate
I bowed in remission
But it really was too late
It was a pitiful sight
And she didn’t take the bait
And I knew it was over
I’d have to play it straight
Now I love my woman
And that ain’t no lie
But when I get that look, Man
I want to crumble up and die
Well there’s no place on Earth
That money can buy
To ease her wraith Baby
Just kiss your ass goodbye
Aw What the Hell
In the dog house again
Aw What the Hell
I’m guilty of a sin
When I’m in hot water
Gotta take it on the chin
But at least in Hell, Babe
The devil will make amends
“I Love My Truck” began as a jingle for a popular Colorado radio station in 2006. The full version was reworked and released as a single later that year, where it quickly climbed the country charts and became the anthem for truck and off-roader clubs alike. To this day, “I Love My Truck” has appeared in more than 70 documentaries, movies, and television series for Disney, The History Channel, CMT, and AMC, among others.
The window rolled down, the tunes turned up
Heading to the lake just to party it up
Stopped off to get some ice cold beer
Threw down some bills and I’m outta here
Me and my buds never get enough
Of those long legged girls a’strutting their stuff
There’s a prime spot down on the beach
That only four wheel drive can reach
You just really have to understand… I love my truck
Well, my girlfriend, she left this week
I can tell you friend I’m willing to seek
Baby blue eyes long blond hair
Nice long legs a fine derriere
To spend a little time in the seat of my cab
To run her fingers along the dash
To scoot her butt on across the seat
To the driver’s side where our lips will meet
You just really have to understand… I love my truck
A four-inch lift and chrome steel wheels
The king of all automobiles
You can tell by the crowd it draws
A chick magnet if ever there was
Drop the tailgate at a football game
And it’s instant party and acclaim
The rumble it makes going down the road
Makes your heart beat stronger wherever you go
You just really have to understand… I love my truck
A fuel-injected Hemi V8
A custom lighted license plate
A two-tiered mounted shotgun rack
With a rebel flag hanging in the back
A four-inch lift and chrome steel wheels
The king of all automobiles
You can tell by the crowd it draws
A chick magnet if ever there was
Drop the tailgate at a football game
And it’s instant party and acclaim
The rumble it makes going down the road
Makes your heart beat stronger wherever you go
You just really have to understand… I love my truck
Black Widow is Brian’s most prolific composition. First recorded in 2006, it has appeared in over 200 sports and lifestyle videos, 16 major motion pictures, and countless television shows. It has won multiple awards for lyrics and composition, and everyone from Adidas to Warner Bros has used Black Widow to electrify audiences and energize action scenes. As relevant today as when it was first recorded, Black Widow consistently holds the top spot on worldwide rock and metal charts, first hitting #1 in Europe and Asia in 2007.
You lie. She lies. It’s all part of the game.
You walk across the room. It’s just a taste of the same.
She licks her lips and grinds her hips. You forget what to say.
You beg for more, move towards the door and let her lead the way.
She’s a black widow with an angel’s face. And she’s out on the prowl
A hard bitch in leather and lace. Yeah, she’ll get you somehow.
You rock her world, then she unfurls her sweet disguise.
You hesitate, and it’s too late. And another one dies.
She walks the street. She’s so petite. Boys look where she goes.
One pulls aside. She jumps inside. And away they go.
You find a place, A change of pace, to get her out of those clothes.
You realize, she can tantalize, much more than you know.
She’s a black widow with an angel’s face. And she’s out on the prowl
A hard bitch in leather and lace. Yeah, she’ll get you somehow.
You rock her world, then she unfurls her sweet disguise.
You hesitate, and it’s too late. And another one dies.
As an endless tinkerer, Brian is never fully satisfied with his productions and constantly experiments with new sounds. This is true of this redux version of “Made in the Shade”, in which he explored a bluesier style and horns reminiscent of the Big Band era. The original “Made in the Shade” was written in 1986 and helped launch Brian’s solo career by topping the Billboard charts in 1993.
I got an old pair of Dingo’s on and a worn-out Stetson hat
A faded pair of Levi’s on and dark shades on at that.
I got it made in the Shade …and we gonna roll right over you
I gotta quarter in the jukebox. It’s playing them East Texas blues
I got a bottle of “comfort” at the bar and a lady who knows what to do.
I got it made in the Shade …and we gonna roll right over you
Well I’m down at the Honk-Tonk just a-having a real good time.
Throwing back some 90 proof and having a real good time.
I got some friends in the corner. Yeah, we close this bar every night.
And when a stranger comes, well then I tell ya friend we always end up treating them right.
I got it made in the Shade …and we gonna roll right over you
Well I’m down at the Honk-Tonk just a-having a real good time.
Throwing back some 90 proof and having a real good time.
I got some friends in the corner. Yeah, we close this bar every night.
And when a stranger comes, well then I tell ya friend we always end up treating them right.
I got it made in the Shade …and we gonna roll right over you
The only song on the album Brian didn’t write, ‘A Good Fool Is Hard to Find,’ was recorded on a dare made during a radio interview, when he was challenged to produce a song in a day.
A few hours and cups of coffee later, the unabashed one-day version hit the airwaves that night in 2005 and has since peaked at number 5 on the blues charts. Short of digitally remastering the track, the song remains as authentic as it was when it was recorded and shows Brian’s love for the guitar styles of B.B. King and Gary Moore.
My baby came home last night
And she looked at me real cool
She said, “Brian, you ain’t nothin’ but an overgrown fool,
I’m gonna leave you, gonna leave you behind.”
I said, “Baby I’m gonna tell you, that a good fool is hard to find.”
Now, baby, if you leave me, it would hurt me to my soul
I just can’t understand why baby, any woman could be so cold
But a good fool, a good fool, is hard to find
Take a lesson from me, baby
A good fool is hard to find
The last time you left me, I didn’t have much to lose
You left me with nothin’, woman
But a pair of thin-sole shoes
But a good fool, a good fool is hard to find
Take a lesson from me, baby
A good fool is hard to find
Now listen to me baby, I think you should be told
When they made yo’ daddy
Somebody went an broke the mold
A good fool, a good fool is hard to find
You take the lesson from me, woman
A good fool is hard to find
The original “That Girl Knows How to Wear Them Blues” began as a 60-second segment for a popular country music venue in Austin, Texas, and conveyed the lifestyle of hard-drinking, hard-loving, hard-partying women, which helped catapult the venue to national success in July 2014. Not one to let a good idea go to waste, Brian re-composed the segment, added lyrics, and produced a single that first entered the Billboard charts in April 2015 and remained there for 6 weeks.
Watching the game on widescreen. Turned my head to look and see
There was a Ruckus at the bar. Thought to myself, “What could this be”
Three little girls were screaming “Yee Haw”
Swinging and chugging their drinks as they came in
All those old boys suck it in whenever those girls put on them blues
Darts go flying every which way. And pool cues hit the floor
Old boys praying for one more day. As the bar man starts to pour
A little bit of that liquid “He Man”
You know the kind that puts hair on your chest
All my boys with their mouth wide open eyeing them girls wearing them blues
City boys and Rednecks
All get lost in those low cut jeans
Bouncy little tramp stamps
Just makes it better if you know what I mean
Lord, that girl knows how to wear the blues.
City boys and Rednecks
All get lost in those low cut jeans
Bouncy little tramp stamps
Just makes it better if you know what I mean
Lord, that girl knows how to wear the blues.
Toward the end of the grueling 2001 ‘Made in the Shade’ tour, a road-weary Brian wrote a poem for his family expressing how much he wanted to be home. Later, while working on the soundtrack for the independent film ‘Short Term 12’ in 2013, Brian drew on that poem for inspiration, and ‘From the Road Again’ was born. The song quickly gained popularity in radio and TV jingles before appearing on the soundtrack of a popular CBS television series in 2014.
I’m a little bit crazy, because I’m a Rambling Man. Out on the road, doing the best I can
I’m not one for a daytime job, and I’m a bit of a slob anyway
Here’s one from the road again, sending my love, wishing you all the best
I’m good as I always am, doing my job, missing you all the same
Colorado’s kind of hot this time of year, and I miss you dear every day
Just one more stop and I’ll be right home. And you won’t be alone. And I’ll stay
Here’s one from the road again, sending my love, wishing you all the best
I’m good as I always am, doing my job, missing you all the same
“Feels Like” also began as a 60-second segment written exclusively for Cottonelle’s 2008 advertising campaign, but Brian liked the song’s good vibe so much that he re-composed it for an exclusive release on the “What the …” album, which drew surprising fanfare in 2015. The song’s opening became so popular in lifestyle videos and jingles that it caught the attention of Disney execs, who later tapped Brian’s talent to create the ‘Mufasa’ soundtrack in 2023.
It’s quitting time, the time clock rings
Time to close up, get out and grab my things
The weekend’s started, been dreaming the whole day through
Of all the things I’m gonna do.
It’s about time I got out of this place
To wind down and set a different pace
To get some peace from this crazy world around me
Time to find some harmony
And it feels like a drink of water
And it feels like fresh spring breeze
No more worries. ‘Cause the workday’s done
I feel like dancing in the pouring rain
So I packed my bags and locked the door
Turned my back on the place I was before
Looking forward now to what I might see
Off to make reality
Hopped in my car and turned the radio on
Threw it in gear and in seconds I was gone
Out on the highway of dreams and destiny
Riding away into new country
And it feels like a drink of water
And it feels like fresh spring breeze
No more worries. ‘Cause the workday’s done
I feel like dancing in the pouring rain
It’s about time to leave behind these tired and worn-out dreams
Time to take it in stride by clearing my mind of all those messed up things
Yeah. No more goddamned schemes
And it feels like a drink of water
And it feels like fresh spring breeze
No more worries. ‘Cause the workday’s done
I feel like dancing in the pouring rain
“Fly Higher” was originally composed to celebrate the birth of Brian’s first granddaughter and began as a segment for a Disney animated feature. However, pressure from friends and family prompted Brian to dust off the track and replace the sweeping orchestra with traditional instruments and lyrics. Nominated multiple times at the SGA Foundations American Standards Awards, this touching song by Brian Walton has since been featured in numerous TV and motion picture productions, most notably for Disney and Warner Bros.
An old dirt road and pickup up truck
I’m a half hour late to pick her up
Her Daddy’s standing in the doorway
As I stutter out dumb things to say
He smiles at me and goes inside
And presents to me, my future bride
With her Pony tails and polka dot dress
She lit up the room, and I sure felt blessed
So, we drove on down to the tasty freeze
And ate ice cream ‘neath the apple trees
There we stole our very first kiss
And I thought, there ain’t nothing better than this
I wanted to…
Fly higher than the mountains
High enough to rope the moon
And I hope, and I pray
Every night, every day
That I can fly high again with you.
Ten years on, same old pickup truck
I’m late again to pick her up
I grab the bag that’s in the doorway
The Baby’s due any second is what she says
So, we tear on down that old dirt road
And she holds my hand as we rode
She turns to me and says I love you
And I smile and say I love you too
A few hours later and she was here
Her beautiful face made me shed a tear
Showed her to our family in the hall
And charmed the pants off of them all
I wanted to…
Fly higher than the mountains
High enough to rope the moon
And I hope, and I pray
Every night, every day
That I can fly high again with you.
Sitting here in our pickup truck
Our little girl, our buttercup
Nothing in this world could make us more proud
Then hearing her sing her song out loud
It went from diapers to climbing trees
Teddy bears and scraped up knees
Bedtime kisses on her forehead
Carrying her up and tucking her in bed
Now it’s pony tails and a polka dot dress
And stuttering boys all a mess
Grandpa smiles and goes inside
And I follow him in full of pride
I wanted to…
Fly higher than the mountains
High enough to rope the moon
And I hope, and I pray
Every night, every day
That I can fly high again with you.
“Watch That Girl Go” was composed in collaboration with Jodi Mitchell and Burt Bacharach for the Maybelline ‘I’m at my Best’ campaign in 1984. In 1999, Maybelline executives asked Brian to help reinvigorate the campaign, so he recomposed the song and added lyrics; the resulting single entered the Billboard charts in March 2000. After more than 35 years, ‘Watch That Girl Go’ remains a key part of Maybelline’s advertising strategy and has been featured worldwide on radio and TV
Well it’s a steaming hot Friday night, I’m ready to go
All dressed up to take my Babe to the Show
I was just out the door there went the telephone line
She said “If you’re gonna get here, better be here on time”
So I jumped in my truck and threw it into drive
Pulled to her house and thought “Man alive!”
I said Whoo-Hoo Man overboard just went for a dive
Whoo-Hoo Here comes that girl, and I’m barely alive
She’s got me shakin’ and a stuttering
Sweating like nothing
Got me tickled down to my toes.
Madonna ain’t nothing on her.
Just watch that girl go.
Well as she oozed into the I picked my eyes off the floor
Every move calculated, closing the front doors
She had a tight top on and tighter blue jeans
I thought “Give it up to me girl, give it up to me please”
She pushed back her hair with her fingertips
Rubbed her tongue across her red ruby lips
I said Whoo-Hoo Man overboard just went for a dive
Whoo-Hoo Here comes that girl, and I’m barely alive
She’s got me shakin’ and a stuttering
Sweating like nothing
Got me tickled down to my toes.
Madonna ain’t nothing on her.
Just watch that girl go.
In 2004, Brian was approached by friends Rick Hall and Anne Fentress to create the soundtrack for a Southern Rock documentary they were working on. The focus was on the ‘Guitar Army’ aspect of the genre, with heavy rhythms and harmonizing guitar solos. Not one to shy away from a challenge, Brian immediately got to work and, within a few weeks, “Where the Dirt Road Ends” was released, paying homage to the guitar-playing brilliance of the giants of Southern rock.
Out back where the cherry trees grow
That’s where I used to go
With my friends and Mary Jane
Telling old jokes and skipping rocks
Drinking beer at the end of the docks
Man them good times they kept me sane
When the sun set then we’d build a fire
Tell ghost stories until we were tired
Then she and I’d go home hand in hand
Out there where the water is blue
We’d find a ton to do
And we had fun, I can tell you, man
Now it’s all a part of my past
A memory that forever lasts
Just kicking it back down at the lake
Where the dirt road ends
Years later I’ve got a 9 to 5
with Honey-Do’s and a truck to drive
A 2-car garage and kids in school
Mary and I became Man and Wife
and settled on the quiet life
But when we’re looking for something to do
She’ll jump in close on the seat of my truck
And we’ll beat the traffic if we’ve got any luck
A 2 hour drive and then we’re there
Out there where the water is blue
We find a ton to do
And we have fun, I can tell you, man
Skinny dipping in the moonlight
and making love until the early light
Down at the lake where the dirt road ends
Out there where the water is blue
We find a ton to do
And we have fun, I can tell you, Man
Clean air and the love of my wife
I tell ya Man that’s a Hell of a life
Dipping our feet down at the lake
Where the dirt road ends
Where the dirt road ends
Where the dirt road ends
Digging our toes in the beach sand
Watching her laugh while I do a headstand
Where the dirt road ends
Where the dirt road ends
