©2022 By Burt Kearns

(Louis Prima, Keely Smith and Sam Butera revolutionized Las Vegas, the lounge scene and 20th century popular music when they launched their spectacular act in December 1954 at the Sahara hotel and casino on the Las Vegas Strip. The story of their success has never been told in full, and never accurately – until now. Based on long-hidden interviews with the principals and extensive research, Burt Kearns reveals how all the parts fell into place, long before that historic debut. In Part One, we met Sam Butera, the saxophone genius without whom this success story would never have happened. In Part Two, we join entertainment star Louis Prima and his new wife Keely Smith as they make the decision to scale down their act — and expectations.)


For Sam Butera, it had begun with a phone call. Months earlier, a phone call also led Louis Prima to Las Vegas.

“Bill! It’s Louis Prima.”

“Louis! How are you, man?!”

“My wife is pregnant and we really need a job!”

The big band era was in the rearview mirror. Louis had left third wife Tracelene in their palatial apartment on Riverside Drive in Manhattan and shacked-up quietly with young Keely in a third-floor walk-up across the Queensborough Bridge in| Howard Beach. The divorce came through in June 1953 and Louis married Keely in July. He was forty-two. She was twenty-five. He’d hired her when she was twenty (not a teenager, as has been repeated over the years). Now she was a few months pregnant.

“Louis and I went out on our own because we couldn’t get work for the big band and it cost too much money to take it out,” Keely recalled. “He and I went out, just the two of us, and worked with the house band wherever we worked. We went wherever there was work. We worked places like Erie, Syracuse, the Dude Ranch in Atlantic City, the El Rancho in Las Vegas. Towns in Canada. A lot of colleges and on military bases, and all of the black theatres up and down the East Coast.”

Louis wouldn’t fly, so they never landed in Europe, but his reputation preceded him, and the couple could always find dates, and enough work for Louis to organize a small combo: piano, drums, bass, and second trumpet to back his clowning antics, novelty songs, trademark trumpeting, and Keely’s ballads. They weren’t totally in the wilderness in early 1954. Louis wasn’t sold on television, not yet, but he and the band did a number on The George Jessel Show on ABC on Valentine’s Day. In August, he sang “If I Loved You” and “Way Down Yonder in New Orleans” on NBC’s Colgate Comedy Hour starring Dean Martin and Jerry Lewis. Meanwhile, he’d sharpened his routine with Keely. She’d grown out of the young innocent role, singing her number and retreating to her position by the piano, where she’d sit, impassive, while Louis did his thing. Now, after six years, she was a woman, a partner. Louis was not merely the prancing clown, but playing something of a “dirty old man,” mugging for her attention. Keely’s natural deadpan indicated she wasn’t interested. Now, with Keely into her first pregnancy, two years after he’d headlined in the showroom at the El Rancho in Las Vegas, Louis made that phone call to his former talent agent, Bill Miller.

“Pregnant? Congratulations!”

“Yeah, but we really need a job!”

Mr. Entertainment

In Vegas, they were calling Bill Miller “Mr. Entertainment.” To Louis, he was Bill Miller of Bill Miller’s Riviera, the hot nightclub on the New Jersey side of the George Washington Bridge. Miller was a former vaudeville dancer, producer, and talent agent who got into the nightclub business and had real success with niteries like the Embassy Club in Manhattan. In 1945, he bought the Riviera, a successful club that had folded at the start of World War II. He slapped his name on the place, booked stars like Tony Martin, Frank Sinatra, Martin & Lewis, and the Will Mastin Trio featuring Sammy Davis Jr., and restored the Riviera as one of the top venues in the country, sucking business and acts from Manhattan clubs like the Copacabana.

When the Riviera was condemned in 1953 to make way for the Palisades Interstate Freeway, Miller took the cash, and by the time Eddie Fisher and Henny Youngman closed the club on October 4, he’d already accepted an offer to buy a ten percent stake in the new Sahara Hotel & Casino in Las Vegas and sign on its Entertainment Director.

Vegas was the future, the fastest-growing small city in America, a former cowtown teeming with cowboys and wiseguys, millionaires and con artists, gamblers and hookers, entertainers, and tourists. Tourists were the key, and the Sahara was a dream operation, a 240-room hotel across Route 91 from the El Rancho, and the first casino you’d hit on the drive south from the downtown casinos on Fremont Street. Developer Milton Prell opened the Sahara in October 1952 on the site of his old Club Bingo casino. “The Jewel of the Desert,” Prell called it. He gave the place an African theme. Two plaster camels near the driveway. The Congo Room showroom. The Casbar Lounge.

The lounge. Bill Miller had plans for the lounge, but first he needed to get the showroom pumping. The showroom attracted customers to the casino. Get a big name to draw the crowds to the casino, give ’em a quick show and dump them back out into the gambling rooms. All the big nightclub acts had passed through Las Vegas since the end of the War, and Miller had connections to all of them. There was one slight problem: Jack Entratter. The former manager of the Copacabana and Miller’s competitor in the booking wars had been transferred by the mobsters who owned the Copa to manage the posh Sands Hotel and Casino. The Sands opened three months after the Sahara. Entratter arrived with the ribbon-cutting and had already locked up many of the headliner acts Miller had hoped to reel in. He was the other “Mr. Entertainment” in Vegas.

Bill Miller, Mae West and a muscleman at the Sahara, 1954

Bill Miller had to be creative. He booked Ray Bolger, the singing and dancing Scarecrow from The Wizard of Oz, and built a nightclub act around him. He did the same for Donald O’Connor and Marlene Dietrich. By the time Louis Prima called, Mae West and her musclemen were a hit in the Congo Room.

“I can give you two weeks in the lounge at the Sahara.”

“I’ll take it.”

“Now, hold on a minute. I said ‘lounge.’ You’re used to headlining a big room. I’ve got the lounge.”

Now for the lounge. Every casino had a lounge, a smoke-choked bar off the side of the casino where gamblers parked their wives or girlfriends with a cocktail and maraschino cherry while they had a run at the tables, the room where winners barged in to buy a round and maybe some companionship from a hooker whiling away the after hours, and where losers retreated for a shot of something strong to ward off the panic after losing the nest egg in disastrous runs at craps, blackjack or roulette. Live music was offered in the lounge, in most cases, unobtrusive — a tinkling piano or trio paced by a snare drum played with a brush, so as not to interfere with conversations or drink orders — and often drowned out by loud drunks in the room, and the whoops, cheers and moans from the tables and constant rattling of coins puked from the one-armed bandits in the casino. The acts in the lounge came alive after the showrooms went dark, shortly before midnight, and played until the sun came up. Bill Miller, as history would record, had a plan for the Vegas lounge.

“Bill said the only thing he had was two weeks in the lounge and Louis said we would take it,” Keely told the Las Vegas Sun. “Me, Louis and his band hopped in five cars and drove across the country to Las Vegas. We were happy to have a job.”

The birth of the lounge

It’s often assumed that Louis Prima was the first performer to turn a Las Vegas casino lounge into a jumping ground zero of show business cool. He wasn’t. A year before he and Keely returned to the Vegas Strip, the Mary Kaye Trio was already drawing crowds to the lounge at The Hotel Last Frontier. She was a pretty Hawaiian princess (born in Detroit) with an electric guitar and two singing, clowning male cohorts – her older brother Norman and comedian Frank Ross.

“The Trio became a favorite of the stars,” said George Schlatter, a talent agent who went on to a career as a network television director and producer. “On any given night, celebrities like Ella Fitzgerald, Judy Garland, Sammy Davis Jr., Betty Hutton, Milton Berle, and Liberace rubbed shoulders with regulars at the group’s show. The Mary Kaye Trio changed the history of Las Vegas. They were all over the room and they were hysterical. Anybody who ever saw the act realized this was the most sound you ever got out of three pieces. And goddamn, they were funny!”

Prima didn’t invent the “lounge act,” and he wasn’t the first major star of the Big Band era to slalom from headlining gigs in theatres and showrooms to the midnight-to-dawn shift in a lowly Las Vegas casino lounge. The days of big bands enjoying extended engagements in a single location had given way to endless one-night stands for less money. Economics alone had forced the bands to become smaller, if only cut the cost of transportation and salaries.

“These developments have paved the way for the acceptance of the lounge jobs that have been opening up in Las Vegas hotels,” Variety reported in October 1954 – before Louis gassed up his Lincoln Continental for the trip west. “Las Vegas is a Nirvana for the bandleaders buffeted by economics and hardships of the road.

It’s one location in which they can remain in one spot for a spell and make big money and at the same time avoid the ruinous cost of transporting a band. Another considerable item that makes the location an ideal eagerly sought for by maestri and sidemen and sidemen is the bad food and lodging frequently encountered on the road.

One of those maestri was playing the Casbar Lounge months before Louis and Keely arrived. Cab Calloway was one of the most successful bandleaders of the 1930s and ’40s, a Black scat-singing dancer and entertainer to whom Louis owed a debt when it came to crowd-pleasing performance style. Calloway had spent the last couple of years performing as Sportin’ Life in Porgy & Bess, on Broadway and on tour, and had settled in with a quartet at the Casbar on September 7.

The Casbar Lounge was no Apollo Theatre. It was no Cotton Club. It was a cocktail lounge that could hold maybe seventy-five, squeezed into booths and on red leatherette chairs around the bar tables. One side was open to the casino, a double bar ran along the back – nine bar stools at traditional bar height alongside a lower bartop, with a dozen chairs, a few feet from a stage — if you could call it a stage. It was a narrow platform maybe thirty feet across, with just about enough space for the players, a piano, and drumkit. Cab reached the stage by climbing a few steps behind one of the cash registers, which rang and slammed as waitresses called out orders. There was no spotlight – no lighting at all — and a low ceiling.

Few performers were as energetic and enthusiastic as Mr. Zoot Suit, the Hi-De-Ho King, and Calloway had assembled a crack combo to back him: Howard Roberts on trumpet, pianist Marl Young, Adolphus Ashbrook on standup bass, and drummer Eddie Davis. They could swing, and Cab stood out front in his dress coat with tails, leaning over the heads of the barflies, no spinning or deep dives this morning, carefully tippytoeing the plank of a stage while singing into a handheld microphone. He belted and scatted through “Minnie the Moocher,” just as he did when the song was fresh in 1931.

She had a dream about the King of Sweden
He gave her things that she was needin’
He gave her a home built of gold and steel
A diamond car with platinum wheels

Hidee hidee hidee hi!

And Cab, only forty-six but feeling every year, held that big clunky hand mike up over the bar toward the audience, so they’d get in on the hidee hidee hidee ho call and response–

“Hidee hidee hidee hi…”

At least he seemed to be singing. Cab was moving his lips and making faces – but could anyone really make out what was coming out of that expressive mouth? There was one obvious problem: the sound from microphone had been turned down low, so as not to intrude on the conversations of customers or the shooters at the craps tables! Hidee hidee hidee NO! The great Cab Calloway could hardly be heard over the noise from the customers and casino.

The reviewer from Variety was in the room. He thought the scene was sad, and not a little disrespectful.

…Tuneful rhythms are expounded, but the Calloway showmanship is missing, as there is no presentation. And for an entertainer of his magnitude, it doesn’t seem right to sit in a noisy room with people yakking while Calloway belts his “Minnie the Moocher,” “Got the World on a String,” “Shake, Rattle and Roll,” and other faves that earmarked the rise of Calloway as he fronted big bands in big rooms. Without pomp, spotlight or production, watching Callaway in a cocktail lounge gives music lovers a sense of frustration…

Despite all those issues, Calloway was deemed a success. Bill Miller extended his run into November. That was when Louis Prima got his first look at the Casbar Lounge, and that was when he saw Cab Calloway’s show. That when Louis stormed out of the Sahara, ready to call off the Casbar gig before the first downbeat.

The Mississippi of the West

It wasn’t the sad state of the great Cab Calloway on the stage above the bar that led Louis to try to cancel the two weeks in Las Vegas. Seated with Keely, Louis watched the show. He listened. He strategized. Cab’s combo was tight, and there was enough space up on that stage to arrange the six members of the Prima group. Keely stands by the piano. Drums stage right. The bass player and second trumpet stage left. Louis would stand centerstage, don’t jump too high and careful not to knock off his toupee on that ceiling. Not perfect, but hey, this was a major Las Vegas hotel and casino. He’d find a way to be heard. He could work that room.

After the set, though, all bets were off.

It was when Cab Calloway strode through the smoky lounge, shaking hands and accepting praise as he made his way out, that Louis and Keely called him over. Louis stood and gave Calloway a hug. They were old friends from New York.

“Cab, baby! So great to see you. Looking good, sounding good!  Sit, sit down and have a drink with us!”

“Actually, I, well –” Calloway demurred. “We, the musicians, we’re not allowed to stay around the lounge after the show. Perhaps we can meet up –”

“That’s crazy, man! I insist!” Louis called over a waiter as he pulled a chair for his friend. “Waiter, a drink for Mr. Calloway.”

The waiter stood for a moment, awkwardly. “I’m sorry sir, we can’t serve Mr. Calloway  in the lounge.”

“What?” Louis was seriously confounded. The man had just performed there. “Why can’t this man have a drink with me?”

“It’s the law, sir.” Louis must not have noticed. Las Vegas was a segregated city, so outrageously that it was known as “The Mississippi of the West.” Casinos and hotels on the Strip, dependent on tourists from segregated parts of the country and not about to offend the suckers, were white-only. Black performers, even headliners, entered through the back doors or through the kitchens, and were not allowed to stay in the hotels where they performed. They were forced into sketchy motels on the edge of the desert, boarding houses in the city’s Black west side or, in Cab Calloway’s case, a trailer, parked behind the Sahara.

“You must be kidding me!” Louis was about to blow his top.

The waiter excused himself and stepped away to find the manager.

“They don’t serve colored people here,” Cab Calloway said quietly, as the manager moved in.

“Mr. Prima, I can make an exception and get you a table, but under no circumstances can you be in view of the casino.”

“No,” Louis said. “I expect this in the South. But here?!

Calloway wanted to defuse the situation as quickly as possible. “Louis, I have a very nice trailer out back. Why don’t we meet there later, share a drink and swap some old stories?”

Louis could see the humiliation on his old friend’s face. “Yeah, you know what? Cab, that will be really nice. Let’s do that!”

Louis sneered at the manager. He and Keely said their goodbyes and headed toward the lobby. “Forget it!” Louis raged as soon as they hit the lobby. “I don’t wanna work for this place. I’m not playing here!”

When they got to their hotel room, Louis picked up the phone and dialed. “This is Louis Prima. I want to speak to Bill Miller.” He listened a moment. “What do you mean he’s on his way to Mexico?”

“Louis tried to get out of the gig,” Keely recalled later. “He would have blown the whole job, but when he tried to call Bill Miller, Miller was out of town.”

Louis eventually calmed down and reconsidered the situation. The show went on.

“We were the first to have blacks in our audience,” Keely said.

Louis Prima opens at the Casbar

When Louis Prima opened at the Casbar in mid-November, it was not with the swinging, rocking, hilarious show that would make Las Vegas lounge and pop music history. Louis had two weeks to make an impression with a version of the act he’d perfected since cutting down his big band: some jazz, Dixieland, and small-combo swing that relied on his trumpet playing, double-entendre Italian numbers and Keely’s vocal turns. While Cab Calloway fought to be heard above the casino din, Lewis made sure people could hear him.

“They realized after we were there a week that we were a show act, not just background music,” Keely said, and that was an understatement. When Bill Miller returned from Mexico, he saw right away that the gambling tables were less crowded and the lounge was drawing a crowd after midnight. And it wasn’t only a crowd of tourists, but workers from other casinos – like the Italian-American dealers who’d come out from Steubenville, and headliners as well. His idea just might pan out, after all. The lounge would draw people into the casino after hours and pull in traffic from the other hotels. Miller extended Prima’s run from two weeks through the holidays. He took out ads in the local papers. There was no mistake, Louis and Keely were suddenly the action in Vegas and the Casbar Lounge was where it was happening. Word spread beyond the desert on December 14, when Dick Williams, entertainment editor of the Los Angeles Mirror, checked out the scene.

Hottest late spot in town is the Sahara lounge, where Louis Prima and band and the Kay Martin Trio (she’s a platinum-blond version of Abbe Lane) are alternating from midnight until 6 a.m. Prima’s thumping New Orleans style jazz of “When the Saints Come Marching In” variety, is exhilarating. Bill Miller started a new Vegas policy in lounge entertainment a year ago here and it has paid off. Tremendous crowds.

Dick Williams reported that Prima and his “pert young wife” would be at the Casbar through January, “then head home to New Orleans for the birth of her baby in March. Due for an L.A. stand on the Sunset Strip in May.”

Everything was going according to Louis’ plan. The crowds got bigger with each night. Red Skelton showed up, stood up and gave a wave. Danny Thomas was singled out. More people showed up to see what headliner might join the frolics on the small stage behind the bar. Louis was killin’ it – but he knew what was missing. He wanted to get in on this new music that was causing riots – and selling records. This rhythm & blues, what Alan Freed called rock ’n’ roll. This Elvis Presley, whose first record came out in July. Louis could never get away with playing rock ‘n’ roll for that mainstream Vegas audiences – but sneak in that beat amid the swing and the laughs and they’d all be dancing and they wouldn’t know why. Throw in some Dixieland, keep it light with a little Baciagaloop Makes Love on the Stoop, and work in this new shuffle beat he’d come up with: zooma zooma zooma zooma

He had the formula. He had Keely at the center, deadpan babe, while all the boys go crazy around her. He knew what was missing.

And that led Louis to make that phone call on Christmas Eve 1954.

Sam Butera joins the act

“I said, ‘I’ll be up on the twenty-sixth.’ He said, ‘Well, bring a drummer and a piano player with you,’” Sam recalled. “The drummer and piano player, they worked with me. They were in my band. Tommy Maxwell and Dick Johnson. I was still hurt (from the auto accident), you know, so everybody was more of less on hold. And I told the guys, ‘Listen, we goin’ to Vegas, be with Louis.’ Right away, they asked me, ‘Well, how much money?’ I said, ‘Don’t worry about the money!’”

A smile creased Sam’s wide, expressive face as chuckled and shook his head. “‘Don’t worry about the money.’ Well, that’s where we catch up with the story, where I came in that evening.”

As he’d promised, Sam landed at McCarran Field in Las Vegas on the evening of Sunday, September 26. The first of four shows would begin when the horn blew after midnight. He had brought along drummer Dick Johnson and pianist Tommy Maxwell, but something was missing.

Sam’s luggage hadn’t arrived. It was left behind in Houston, Texas, where he’d changed planes on the way from New Orleans. His clothes, what he’d planned to wear onstage, were in Texas. And worse, so was his horn.

It was hours before showtime. The young man with a horn was standing in the middle of the Mojave Desert without his horn. And without his stage attire. “My horn wasn’t there. It was left in Houston. And I had no clothing except the clothes I wore on my back,” Sam Butera said.  “I called Louis.”

“Louis, I can’t go on tonight!”

“What do you mean you can’t go on? I told you, I been tellin’ all these people that you’re gonna be here tonight!”

“I have no horn or clothes!”

Louis Prima, Sam had to admit, had a pretty simple solution.

We’ll get you a horn. And we’ll get you clothes.”

And so he did. He hung up the phone at the Las Vegas airport, McCarran Field. Even before checking in at the motel Louis had arranged for the musicians, Sam headed for the Sahara.

“We went into the Sahara Hotel and there was a lounge they called the Casbar, which was a nice lounge, man. Right on top of the people. And there was a ramp they put from the stage that went over the bar and some steps in front of the bar so we could walk down there and do the march thing (marching the horn section around the room, playing ‘When the Saints Go Marching In’). People love that. That was always the thing in New Orleans. Every band in New Orleans did the marching thing. It was nothing new that we were creating. They all did it, but these people out here, I guess they hadn’t been exposed to that kind of carrying on, you might say.”

There were hugs. There were quick introductions. There was a huddle. And then, Sam Butera stepped up onto the stage with the others. Through the smoke, he could see the faces. He could hear the cheers and shouts and the sounds from the casino. How else could you describe it?

“It was so wild! It was unheard of to come on a group without a rehearsal, just walk onstage and say, ‘Here, play the music,’ you know? That was a muthafucka, man. And they were hysterical, he and Keely. Keely, oh I loved it when she sang. I thought she was absolutely a wonderful singer. Her intonation was just fantastic, her phrasing was great and her performance — well, you know their whole thing was Keely not showing emotion and making fun of Louis whenever she had the opportunity to. People would laugh at that.  And she’d just stand up there with a blank face and listen. Look at her! And here we are groovin’, knocking our asses off, and she’s just there like she don’t give a fuck.

“After the first set was over, Louis always acknowledged: ‘Ladies and gentlemen, may I have, Keely Smith! Sam Butera!’ And he couldn’t think of the names of the guys — the two guys. Louis had never met them before we walked on stage! And I said, ‘The witnesses!’ And he said, ‘The Witnesses!’ and then people laughed, and so we kept the name. The Witnesses.

“We got offstage and Louis looked at me and he says, ‘I told you!’ And that was it. After the sets, Jesus Christ, everybody was grabbing me, hugging me, the people, the fans in the audience. ‘About time you showed up!’  Kidding me, because I was supposed to come Christmas night, and Louis told them, ‘He can’t make it.’ And the fans immediately enjoyed what I did. They really did, right from the get-go. It was different, a fire, man, under the group.  When I got there, fire happened.”

(With Sam Butera on board, blasting that saxophone, fine-tuning the band lineup, and handling song arrangements, the act known as “Louis Prima featuring Keely Smith with Sam Butera and the Witnesses” became the biggest attraction in Las Vegas. Ultimately, its joyous, goombah gumbo of Dixieland, jazz, jump blues, pop, R&B, and rock ’n’ roll was a national sensation. More than sixty years later, hits like “Just A Gigolo/I Ain’t Got Nobody,” “Jump, Jive and Wail,” That Old Black Magic” and “I’ve Got You Under My Skin” sound as fresh as ever. The act in this form lasted a little more than six and a half years.  The story is just beginning to be told…)



Burt Kearns produces nonfiction television and documentary films and writes books, including Tabloid Baby, The Show Won’t Go On (written with Jeff Abraham), Lawrence Tierney: Hollywood’s Real-Life Tough Guy (available for pre-sale on Amazon.com), and the recently-announced Marlon Brando: Hollywood Rebel.