50 Years Later: The Surprising Memphis Roots of “Led Zeppelin III.”

An exclusive look at the important local connection behind the album that Jimmy Page himself called “the real beginning of the band.”

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You could be excused for not thinking it a very momentous thing: two twentysomethings winding through the hills from southwestern Kentucky to Memphis sometime in 1966, hewing to a thread of highway from Land Between the Lakes to the banks of the Mississippi River, late at night, seemingly on a mission. Half a century later, the driver, who’d driven to Kentucky that afternoon, still recalls his passenger on the return trip.

“He loved Stax. He loved Memphis. He loved Sun Records,” says Terry Manning, the man behind the wheel that night. “Instead of taking the band’s bus, he wanted to sit and talk about some of this stuff, so he got in the car and we drove back from Murray, Kentucky, to Memphis, which is a fairly long drive. Certainly by English standards. I remember him being stunned, saying, ‘Aren’t we there yet?’ He said he thought they were neighboring states. Well, they are, but this isn’t England. Wait till you get to Texas, buddy.”

“People said we’d blown it not coming up with another album like the second one. But in some ways, the third album was the real beginning of the band.” — Jimmy Page

And yet that passenger, guitarist Jimmy Page, would be able to jet across America at will in a few short years, as his subsequent band leapt from success to success. Indeed, by 1970 he would regularly be flying back to Memphis to put the final touches on the album that would cinch his band’s worldwide triumph. This was the LP, mixed in Memphis, that would announce in its opening salvo, “We calmed the tides of war! We are your overlords!” Did he guess that 50 years later, in 2020, we’d still welcome our axe-wielding overlords with such fervor?

But that’s getting ahead of ourselves. For now, Page was a Yardbird with a little stolen time to talk music. Led Zeppelin was barely a gleam in his eye. Hitting the road after a Murray State University show, Page and Manning reached Memphis in the dead of night and wasted no time. “We got to Memphis at two or three in the morning, and I took him right over to Ardent Studios,” Manning says. “We hung out all night long there. I dragged out all my guitars and amps and we played and talked.” Little did either suspect that the impromptu visit would later bring Page back, packing sonic dynamite.

Manning was an engineer at Ardent Studios, then on National Street, across from a Big Star grocery, and after-hour sessions were par for the course there. He was also a musician, and the group Lawson & Four More, for whom he played keyboards, had done well enough to open for the Yardbirds on Dick Clark’s Caravan of Stars. That’s where he first met Jimmy Page, already a hero of Manning’s. Beyond being the band’s second guitarist and/or bassist alongside Jeff Beck, Page was also one of the top session guitarists in London. So when the Yardbirds toured the U.S. again, Manning went to as many of their shows as he could.

He wasn’t the only Memphian at Murray State that night. A certain clique of Memphis players, including Manning and others at Ardent, had a fascination with the innovative rock music coming out of England. “Quite a few of us were Anglophiles,” says Manning, “and England had so many great groups coming out of nowhere with an exciting kind of music. I first went there in 1969. And then back several more times. I’ve always had a close relationship with the U.K.”

But Page may have found Manning’s job at Ardent even more impressive, for that was a time when the little studio that could (started in a garage by electronics whiz kids John Fry and Fred Smith while in high school, then moving to National Street in 1966) began picking up spillover sessions from Stax. Manning himself had played marimba on Booker T. & the M.G.’s Soul Limbo while the group polished it up for release at Ardent. He was right in the middle of where all Swinging London wanted to be.

After that rogue road trip, as time went by, Page founded his own group, The New Yardbirds, with fellow studio musician John Paul Jones and relative unknowns Robert Plant and John Bonham. And he stayed in touch with Manning. The original Yardbirds played their last show in July 1968, and by the end of the year, The New Yardbirds had signed to Atlantic Records as Led Zeppelin, in a contract that allowed them considerable artistic freedom. Manning followed their progress closely.

“When we made Led Zeppelin III we achieved two things. We became the band who would never go away and a band who were never going to repeat themselves.” — Robert Plant

“We were really very good friends and in close touch,” recalls Manning. “Jimmy would send me cassette copies of the first two albums before they were even released. ‘Oh here’s what we’ve done, what do you think?’ And those albums showed great promise and showed they were amazing musicians. They had great songs, but they weren’t super diverse. And I think Jimmy really knew that the third album is so important to a band. I mean, there’s the first single, the first album, and then the second showing you could still do it, but the third has always been the real thing that turned on the question of, ‘Are we a group that will last a long time?’ So he really went in with the intent of doing something way beyond what they’d done before.”

This was the album on which the creative control they’d demanded in their contract came to its fruition. The first two albums, both released in 1969, had created a reliable new formula, best realized in the epic, power-chord heavy blues of “Whole Lotta Love,” the hit single that helped propel Led Zeppelin II into platinum status. But as the band took a much-needed break from touring, it was time to think outside of the box.

Page and Plant retreated to a secluded Welsh cottage, Bron-Yr-Aur, the lack of electricity or running water taking their minds back to ages past. It was the first time the two had written songs together in earnest, and it was done largely on acoustic guitars. Later, after starting the recordings at Olympia Studios in London, they would further break with orthodoxy by setting up in a dilapidated mansion named Headley Grange, complete with mobile recording gear. There was just one problem: Having stretched out for the writing and recording process, Led Zeppelin had a U.S. tour booked, and no way to finish the mix in time.

Enter Ardent Studios, again. As Manning recalls, “He’d been to Ardent. He knew the layout, he knew the studio, he knew it was professional. He knew I was a professional. He wasn’t just taking a chance. So he called up and said, ‘We haven’t finished our third album. We’ve started it, we’re partway through. We’ve got a U.S. tour booked. What are we gonna do? Would you help out?’ And of course I was very happy to help.”

Indeed, Ardent’s reputation had only grown in stature since Page’s first late-night visit. “Ardent was already getting quite a name as a state-of-the-art studio, that was up with the times, if not ahead of them,” says Manning. “So it was a great place for Jimmy to come. Now, John Fry did have to buy two things to accommodate that session. We needed a 16-track machine, because they were recording on 16-track. And we needed Dolby [noise reduction] for the mixing.”

Soon to become the industry standard for reducing tape hiss, Dolby was relatively new at the time. Yet it’s ironic that it played a role in Led Zeppelin III, when the first sounds of the first track are the random noises in the room. This is far from a sterile production. Manning is careful to distinguish between room noise and tape hiss: “That was intentional. It’s not just that we couldn’t get rid of the noise. We liked it. A little bit of it was tape noise, but a lot of it was room noise, and then we had a repeat going on it, so it kind of built itself up. And we liked that. It’s the very first thing you hear and you pick up your head and say, what is this? So that was like one of those little fanfares, the trumpets letting the king come through, sort of.”

Goldmine magazine, Page told him, “‘I like the sonic texture of everything. I like the feel that you’re really there.’ We really talked all that through.” Such an approach adds an extra punch to the opening track, “Immigrant Song,” its quiet, introductory room noises suddenly shattered by the band exploding first into a riff, then Plant’s banshee howl.

But it’s especially apparent in the songs featuring acoustic guitar, like “Friends.” Page’s love of the country blues was well-established by the third album, and “Friends” begins with room noises and strums that first evoke Mississippi Fred McDowell. Then, as the groove settles in, stranger harmonies appear, leading to an epic example of East-meets-West, grounded in Page’s love of Indian music.

As Page and Led Zeppelin continued their tour, Manning recalls, “He would fly in, and any other group member who was needed for an overdub would fly in, and always Peter Grant came. He was very much the manager and protective of his guys. I’d go to the airport and pick them up, and even if it was late at night when they got there, we’d go straight to work. And just work, work, work, until they had to go to the next show.”

In those days, even a mixing session was somewhat of a performance. Unlike today, with automated consoles being common, or pans and volume levels being literally drawn across waveforms on computer screens, mixing was something you did in real time as the multi-tracks were fed onto the stereo master tape.

“Jimmy had his hands right on the console as well, and we planned out what we were going to do and who would turn what when, and things like that. Because everything is organic, it happens on the pass you do it on, and you can’t repeat it exactly. So it was all hands on deck there. I think once even Peter Grant, the manager, had to get in the middle and push a fader or something.”

One such mixing moment has stayed with Manning over the years. “‘Out on the Tiles’ has a very long fade-out, with tom rolls all the time,” he says. “Well, we didn’t have stereo drums, but we wanted to give a bit of stereo effect. So on tom rolls, just as [John Bonham] finished hitting the snare and was about to hit the toms, I would take the pan pot and jab it over toward the left, and then as he played the tom roll, I would roll it across to the right. Then just before the next snare came in, I would be sure to be right back in the center. But on one of the times, I missed it. And the snare still comes in over on the right quite a bit more than it should. Every time I hear that, I just laugh.”

Given the all-hands-on-deck approach, the sonic variety of Led Zeppelin III is doubly impressive, with material running the gamut of acoustic guitar-centered tracks evoking blues, Indian music, and Celtic folk, to hard-rocking stompers like “Celebration Day” or “Out on the Tiles.” The traditional “Gallows Pole,” building slowly to its final rave-up, covers all that ground in a single song. The sheer variety of it was intentional from the start. As Robert Plant told Record Collector magazine, “There was a dynamic about that period where we could go from reflective acoustic stuff to some heavy shit. When we made Led Zeppelin III we achieved two things. We became the band who would never go away and a band who were never going to repeat themselves.”

Though that album wasn’t one of the band’s best-sellers, it was nonetheless significant in their evolution. As Page told Goldmine, “People said we’d blown it not coming up with another album like the second one. But in some ways, the third album was the real beginning of the band.” Manning agrees: “I think he’s right to say that. The third album showed much more of what they could do.”

But even after the mixing was done, there was one last step required: mastering. The tapes had to be readied to be pressed into vinyl. And Manning had a hand in that as well — literally. The mastering process included producing the lacquer template from which all record pressings would be stamped, and that offered one last chance for experimentation. Whereas typically only catalog numbers or the like were scratched into a master’s inner groove, one could get creative with it.

As Manning told Goldmine, “Working with Big Star, we had added some messages of our own on there. I mentioned this to Jimmy and said, ‘Anything you wanna write?’ and he said, ‘Ooh, yeah … .’ We’d been talking about the Aleister Crowley thing, so he said, ‘Give me a few minutes’, and he sat down and he thought and he scribbled some things out and he finally came up with ‘Do What Thou Wilt Shall Be the Whole of the Law’ and ‘So Mote It Be’ … .

“Once he’d figured out what he wanted to say, I took this little metal pencil-like thing and wrote them very carefully, because if you drop that thing you’ve ruined your master. You can’t touch the grooves, you have to lean over. Very difficult to do, that’s why they don’t really like you doing that. But we did it.”

There were a few steps left before the album was released to the world. As Manning wrote in an online forum, “I took the masters, carefully boxed in grouped sets, and drove them to Nashville, where Led Zeppelin were playing their next show. There I gave them to Peter Grant, who had them delivered by hand to the various pressing plants.”

Upon its release in October 1970, Led Zeppelin III held the number-one album slot for about a month, but by the next year had dropped below the top 40, unlike other perennial best-sellers by the band. And yet posterity has been kind to this statement of diversity and eclecticism from a group that could have easily stuck with its own formula. In 2014, it was remastered, and a special deluxe edition was released with outtakes and alternate mixes.

Manning, for one, is proud to have his name on it, though that almost didn’t happen. “One great thing Jimmy did, I will never forget,” he wrote online. “When the album covers came back from the printing plant, to be joined with the vinyl pressings, Jimmy found that they had left off the credit for me. So he had them all destroyed, and completely reprinted to include my credit! What a guy!”

As it turns out, some of the nicest people are “Satanists.” And given the stature that the album has attained since its release, whatever spiritual or aesthetic visions guided Page in its creation seem thoroughly justified. But for Manning, as it was going down around him, it was just another day at the office.

“It was such tense work,” he says. “I mean, we were just working, working, working. Because of their tour schedule, we couldn’t take it easy. So we worked as hard as we could. And when you’re doing that, you’re not thinking, ‘Oh, what will this be like later when I hear it?’ Or, ‘Is this historic?’ Or, ‘Am I enjoying this?’ or anything. You’re just working.”