When Bob Wills and the Texas Playboys came to Dallas in September 1935 for their first-ever recording session, Wills wanted to feature his recently hired, 18-year-old steel guitarist Leon McAuliffe on an instrumental. “Steel Guitar Rag” had already become popular with the dancers at Cain’s Ballroom in Tulsa, where the band had taken up residence earlier that year. The American Record Company producer Art Satherley vetoed the idea, but Wills threatened to cancel the second session in Chicago the following autumn unless he got his way. The result was one of the band’s biggest singles.

The song begins with McAuliffe sliding his silver bar across his lap guitar, so the bending notes seem suspended in mid-air. While they hang there, Wills, in his signature emcee voice, announces, “Look out, friends, here’s Leon — take it away, boys, take it away.” And away is just where McAuliffe takes it, first stating the catchy melody from Sylvester Weaver’s old blues number, “Guitar Rag,” then putting a Hawaiian spin on it as he lifts each variation higher in the register. “Ah, everybody dance now,” Wills interjects. “Ah, swing it, Mr. Leon, swing it.” Soon the whole band, horns and all, are swinging with a vengeance.

“It was while trying to find all the notes in a chord and changing the tuning from A major to E,” McAuliffe told Guitar Player in 1976, “that I wrote ‘Steel Guitar Rag.’ I was only 14 years old then, and I used that same song when I auditioned for the Light Crust Doughboys, and also for Bob Wills. Later on I rearranged the music and it became ‘Panhandle Rag.’”

“Steel Guitar Rag” became a staple not only of Wills’ live set (even after McAuliffe left the band in 1942 during World War II) but also for every Western Swing band with a featured steel guitarist. The song enabled McAuliffe to start his own band after the war and bust out of the gate with a top-10 country single, “Panhandle Rag,” in 1949. More than anyone, his crisp articulation and harmonic sophistication made the steel guitar the signature sound of Western Swing.

“Leon’s melodies were very user-friendly,” says steel guitarist Cyndi Cashdollar, who served a nine-year stint in Asleep at the Wheel. “‘Steel Guitar Rag’ was easy to pick up on, because he picked out the notes so well. He could go from one neck of the steel to the next so seamlessly that he could fit any chord into the flow. He was a blueprint for everything that came after. He was lucky to play with Wills, who allowed so much artistic freedom.”

“Leon was so lyrical,” adds Ray Benson, co-founder of Asleep at the Wheel. “He invented that ‘take off,’ as Bob called it, which was jazz improvisation. And Leon invented all those tunings, which are the basis for all the tunings people used after that. People think he played a pedal steel guitar, and I have to tell them it wasn’t a pedal steel; he had a volume pedal but nothing else. He did all those things with his hands. And when they played those big-band numbers, Leon’s solos were the best.”

McAuliffe didn’t invent the electrified steel guitar, but he was an early adapter. He was a 16-year-old kid playing with the Light Crust Doughboys in Fort Worth in 1933. Whenever he had the chance he’d sneak over to the shows by Milton Brown and his Musical Brownies, a band still a step ahead of Wills in those days.

Brown’s steel guitarist, Bob Dunn, had figured out a way to install a custom-made pickup under the raised strings of his acoustic guitar. That not only made his instrument loud enough to cut through the noise of a crowded Texas dance hall, but it also gave his notes a buzz, a new sound no one had heard before.

“Bob Dunn had been a trombonist,” Benson points out, “so he liked those sliding notes. When he played them on the guitar, it sounded like the blues guys playing bottleneck guitar, which was an African sound. The steel had that, and when he added the pickup, everyone could hear that. It was like when Charlie Christian played the first electric guitar with Benny Goodman, or when Earl Scruggs played the three-finger banjo roll with Bill Monroe, or when Eric Clapton played fuzztone guitar, or when Jimmy Smith became the first full-time B-3 organ player. It was so new and so different, that people couldn’t get enough of it.”

“Anytime you could make an instrument where you could hear it well,” says Junior Brown, McAuliffe’s fellow faculty member at Oklahoma’s Rogers College in the 1980s, “it was a big deal. You’d hear stories of people crowding around Bob Dunn. All of a sudden, this instrument that was lost in the mix was out front. People like the sound of metal on metal sliding; they’ve always been attracted to it. It’s my favorite instrument — it does something to me.”

“Leon told me the story,” says Benson, “of when he went to meet Bob Dunn. During intermission, he said, ‘I’m Leon and I’m playing for the Light Crust Doughboys.’ Bob said, ‘Do you want to sit in?’ Leon said, ‘Yeah,’ and Bob disappeared for 45 minutes. That’s the trick of an old dog.”

McAuliffe wanted a pickup of his own, but he couldn’t afford one. As soon as he won a job with the Texas Playboys, however, he dragged Wills down to a music store and showed him the gadget. “It was probably three inches by five inches in size, sort of oblong, and a quarter of an inch thick,” McAuliffe told the Country Music Hall of Fame in 1969.  “You took a bar magnet and you rubbed it up and down the strings to magnetize it. We’d never heard anything like it.”

Wills was always eager to try new sounds, and he bought McAuliffe the pickup. When Brown died five days after a 1936 car crash, the Musical Brownies lost momentum, leaving the door open for Wills and McAuliffe to become the kings of Western Swing.

“The electric pickup on the steel blew the door open,” adds Cashdollar, “just when the swing bands were getting popular, because the acoustic slide couldn’t be heard in a big band. It not only enabled the steel to be heard; it also gave the sound a sizzle, and that put a little firecracker into everyone else’s playing. Just as Bob Wills was a great showman, Leon was a showman, too. He was one of the first steel guitarists to play a four-neck instrument and one of the first to play standing up. And when he reached over to play the fourth neck on his guitar, the crowds loved it.”

At 14, when he wrote “Steel Guitar Rag,” McAuliffe was still living with his family in Houston during the middle of the Depression. His guitar teacher had been so desperate for students that he’d offered to give McAuliffe a lesson on the standard guitar and a lesson on the steel guitar for the price of one. The youngster progressed quickly, and at age 16 he was hired away from the Swift Jewel Cowboys to join the Light Crust Doughboys, whose former members included Wills and Brown. W. Lee “Pappy” O’Daniel — flour mill owner, future Texas governor and tyrannical boss of the Doughboys — fired McAuliffe then offered to rehire him.

“In January 1933, when O’Daniel called me to come back to Ft. Worth,” McAuliffe told Guitar Player, “I was still mad at him for firing me. But my mother told me, ‘Take it; that show covers Texas every day. You can play Houston the rest of your life and never get the kind of exposure you get there. This is your chance.’ Although it was against my better judgment, I knew she was right, so I packed my things and went to Ft. Worth.”

It was in Fort Worth that the teenage McAuliffe developed such a distinctive sound that he once turned down a job offer from singing cowboy star Gene Autry. In that same city, a short time later, Jesse Ashlock, was sent on a mission by Wills himself, to hire McAuliffe away from the Doughboys to join the Texas Playboys in Tulsa. It was just the latest skirmish in a long-running war between O’Daniel and Wills. When O’Daniel decreed that the Doughboys could no longer play dances, Milton Brown quit in 1932, and a year later so did Wills and Bing Crosby-like crooner Tommy Duncan.

When Wills and Duncan’s new band, the Texas Playboys, got a radio gig in Waco, O’Daniel pressured the station to drop them. The same thing happened in Oklahoma City. But KVOO in Tulsa resisted O’Daniel’s strong-arm tactics and enjoyed an eight-year association with the best-ever version of the Texas Playboys. The band broadcast live from Cain’s every Saturday at noon and played dances there every Thursday and Saturday night.

“After Pappy O’Daniel had chased Bob out of Texas,” explains Tulsa music historian Jeff Moore, “Bob went looking for a place where his working-class audience still had some disposable income in the middle of the Depression. Tulsa, where the oil wells were still pumping, had that audience, and soon Bob was often drawing 2,000 people a night.”

This was the classic line-up of his Texas Playboys. Wills had formed the Playboys as a string band (with himself on fiddle and his kid brother Johnnie Lee on banjo), but he wanted to play the songs of his favorites such as Benny Goodman, Fletcher Henderson, Count Basie and Emmett Miller. So he added drums, horns and such hot-shot soloists as pianist Al Stricklin, fiddler Jesse Ashlock and guitarist Herman Arnspiger. When Wills hired McAuliffe in March of 1935, all the pieces were in place.

“The Texas Playboys became the biggest stars in the region,” says Lucky Oceans, the founding steel guitarist for Asleep at the Wheel, “thanks to Wills’ charismatic stage persona, his ability and his willingness to highlight his band members’ strengths. They formed at a time when swing was the dominant popular music in the USA, but they blended it with other popular musics of the time: fiddle tunes, hillbilly music, blues, jazz and minstrel songs.  The individual players all had strong musical personalities, and the chemistry was there.”

This was the band that recorded such classics as “New San Antonio Rose” (a Wills composition and a national hit for both Wills and Bing Crosby), “Right or Wrong” (recorded by Miller in 1929, by Wills and Brown in 1936, and a No. 1 country hit for George Strait in 1984), “Time Changes Everything” (a hit for both Wills and Roy Rogers), “Take Me Back to Tulsa” (a Wills composition that appeared on Asleep at the Wheel’s debut album) and “Cherokee Maiden” (a hit for Wills in 1941 and for Merle Haggard in 1976).

“I was greatly influenced by Bob Wills,” McAuliffe told the Hall of Fame. “I thought he was one of the most tremendous performers I ever saw. He was magnificent. He had a way about him that when he walked on stage, it was his. He was a true star. I hoped that I could be that same kind of man.”

Slowly but surely, McAuliffe became that kind of man. He was one of the first steel guitarists to play standing up, because crowds responded more to that. He was one of the first to adopt the two-neck steel guitar when it came out; the same with the three-neck and four-neck. He even gave the Fender company tips on how to improve the instrument, advising them to put each neck at a different level so they were easier to reach. And what he did with all those necks was unlike anyone else.

“I was always looking for more ways to get more chords out of the steel,” he told Guitar Player. “With the eight strings on each of the two necks, my range was noticeably increased. When I tuned one neck to A and the other to E, I could get thirds, fifths, sixths, sevenths and thirteenths. In 1948, Bigsby sent me a triple-neck steel guitar with my name on it. With this third neck, I could get diminished and augmented chords, full ninths, major sevenths and lowered fifths.”

“His use of chords was different,” explains Junior Brown. “He played big chords, chords with lots of notes in them. Hawaiian music didn’t do that; country music didn’t do it much. He could play a whole solo with just chords. And he would slide into phrases like no one ever had before. A steel guitarist is like a horn player and Leon could sound like a clarinet.”

It was during the years at Cain’s that Wills transformed Western Swing from a regional sound to a national force in country music. Today the large sepia photos of the performers who joined him in that movement — McAuliffe, Moon Mullican, Hank Thompson and even the notorious Spade Cooley — still hang from the ceiling at Cain’s.

The ballroom had fallen into sad repair by the end of the century, but recently it has been restored it to its former glory. The drop ceiling has been torn out to open up the rafters to the hangar-style, curved ceiling that Wills had played under. Up in the rafters the new owners hung a new mirror ball inside an orange-neon star that shines down on the dark inlay in the wooden dance floor.

It took World War II to end the Texas Playboys’ amazing run. With many of the musicians getting their draft notices, Wills disbanded the group in 1942. When the hard-to-handle Private Wills was discharged in 1943, he and Duncan moved to California and recruited a whole new band there. McAuliffe had played in a Navy band led by Tex Beneke, a Fort Worth native who’d been a singer and saxophonist for Glenn Miller. This reinforced McAuliffe’s enthusiasm for the East Coast swing bands that were one of Wills’ influences.

“When I got out [of the Navy,] I went back to Tulsa and started a pop band,” McAuliffe told Guitar Player. “We played the Blue Moon, a dance hall, on a regular basis, but actually we didn’t do too well. People would come the first time we were in town and ask me why I wasn’t playing what I’d played with Bob. They obviously liked that kind of music better, because they never came back to see us. It took just six months to go broke. I fired my horn section, and I went back to playing Western swing.”

Leon McAuliffe and his Western Swing Band (later renamed Leon McAuliffe and the Cimarron Boys) fared much better. They took over the lunchtime slot on KVOO once occupied by the Texas Playboys and soon had an avid following. “Panhandle Rag” was just the first of five top-40 country singles, the last being a remake of the old Wills hit, “Faded Love,” in collaboration with Tompall Glaser.

“Leon probably had the most successful post-war career of all the original Playboys,” argues Oceans, “maybe even more so than Bob himself. His settling in Tulsa, rather than moving to California, situated him in the heartland of Western Swing. His use of radio broadcasts, heading his own band, which adopted both rock and swing into its repertoire, and his good stage personality all helped.”

By the 1970s, Western Swing had pretty much died out, reduced to a handful of older guys playing to older audiences in small Texas and Oklahoma venues. That’s when young bands such as Asleep at the Wheel and Commander Cody and the Lost Planet Airmen burst on the scene, championing the music of Wills, McAuliffe and their fellow travelers. Far from resenting these newcomers, Wills alumni such as McAuliffe, Stricklin, Eldon Shamblin and Johnny Gimble welcomed them with open arms.

“Leon liked us because we did ‘Choo Choo Ch’ Boogie,’” says Benson, “which had been a regional hit for his own band. Leon was a pal; we became good friends. We did the first Austin City Limits session after the Willie Nelson pilot, with the Texas Playboys. I got to hear some of the more colorful stories from him and Eldon. We played lots of shows with them, and they’d sit in with us.

“The Western Swing guys were really open — they weren’t rigid as people,” Benson adds. “One time Lucky and I were rooming together, and we were listening to Weather Report on the boom box really loud. Someone pounded on the door, and it was Leon McAuliffe. We started to apologize, and he said, ‘No, I want to hear this. We listen to everything but Western Swing.’”