MUSIC; THE FACE OF BASS VETERAN STUDIO ACE CAROL KAYE STRETCHES WITH THUMBS UP TRIO.

Byline: Fred Shuster Music Writer

The Thumbs Up trio's high level of musicianship becomes evident the moment you learn the 7 1/2-minute version of the jazz standard ``Green Dolphin Street,'' which opens the band's live album, was improvised on the spot.

Members of the drummerless trio - Ray Pizzi (sax, flute), Mitch Holder (guitar) and Carol Kaye (bass) - have appeared on thousands of records as session musicians. The three friends came together in late 1998 to play a series of dates at two local clubs.

The just-issued live album, ``Thumbs Up,'' documents those gigs with a set of covers and originals touching on straight-ahead jazz, blues, Latin and r&b.

``They were the first gigs we ever played together,'' offers Pizzi. ``It's all about experience. Carol and Mitch have literally done it all. They're well-rounded musicians who haven't let work inhibit creativity. A lot of people who do record dates get so busy, they forget the joy of making music. We all still have the joy of playing. That's very important.''

And that's no understatement. This group really has done it all. Pizzi played and recorded with everyone from Dizzy Gillespie, Horace Silver and Henry Mancini to John Williams and Frank Zappa. A former member of the Johnny Carson-era ``Tonight Show'' orchestra, Holder cut hits with Lionel Richie, Frank Sinatra, Barbra Streisand and Dionne Warwick, along with scores of TV and film dates. Kaye is known as the city's No. 1 studio bassist and has worked extensively with Phil Spector, Brian Wilson, Lee Hazlewood and other top producers.

``When the three of us play together, we know how to groove,'' Kaye said. ``We don't need a drummer to show us where the beat is. It's a natural thing.''

When Thumbs Up appeared at McCabe's and the Jazz Bakery for three dates that resulted in the album, word spread, and a chorus line of percussionists showed up, hoping to land a gig with the high-profile trio.

``The fact we don't use drums lets people hear a lot more of what's going on musically,'' Holder said. ``When you have a band, people tend to hear the melody above all, and the drums and rhythm instruments become like a blanket. With our trio, you hear so much more. It allows the listener to become more involved. It's not what you play, it's what you leave out.''

Among Holder's ongoing session jobs is as part of the ensemble that scores TV's ``The Simpsons.'' It's one of the last TV shows that uses actual musicians instead of synthesizers and samples, he said.

When not working sessions himself, Pizzi appears at 11 a.m. Sundays at the Lighthouse in Hermosa Beach with the Bobby White Quintet.

``It's a nice, relaxed date,'' Pizzi said. ``Straight-ahead jazz standards.''

For her part, Kaye was a mainstream jazz player when she began guesting on rock 'n' roll dates in the late '50s, beginning with a Sam Cooke session.

``Sam's music was so good, I didn't mind it,'' she said from her Canyon Country home. ``It got to be a lot of rock dates after that. But a lot of that stuff I didn't really like. Still, we all had kids, and we were making a lot of dough.''

Kaye, who turns 65 on March 24, recalled it was evident that some of the pop sessions she played had lasting qualities. For example, there was the Beach Boys' ``Pet Sounds,'' Brian Wilson's 1966 masterpiece, widely considered among the greatest pop albums ever.

``Brian was a gas to work for,'' Kaye said. ``Frankly, all the bass parts I played, he wrote. He wasn't like the other guys I worked for back then. He wrote down the notes. The others would sort of tell you what they needed, and you had to make up the parts. It was obvious he was a genius early on. With him, you got the idea the records would last forever. You knew the music would live on.''

Kaye said much of today's pop and rock lacks the ``sound and feel of real music. Believe it or not, the tunes in the '60s were not that much better. But we had to dress up the songs with our playing. We were jazz players cutting rock 'n' roll. And we had to keep that quiet because some of the young producers were intimidated by jazz.''

Like other top-flight session musicians of the era, Kaye was uncredited on most of the albums she worked on. Especially when the record company wanted the public to believe the band billed on the record cover was performing its own music.

``It would take weeks and weeks for some of these groups to get something good in the studio,'' Kaye said. ``We could cut a hit album in six hours. The labels didn't want to advertise the fact that studio players were involved. So, like on the surf records, we'd cut 'em, and the record company would go out and hire some cute guys to tour as the band.''

Along with Thumbs Up (which will appear locally in the next few months), Kaye teaches bass and does the occasional session, such as one for the current Matthew Sweet disc.

``It was great fun,'' she said. ``We were trying to capture the Phil Spector sound, and we actually got pretty close. There were really nice vibes.''

With the recent addition of a session musicians category to the Rock and Roll Hall of Fame induction ceremonies, Kaye is optimistic that architects of pop such as herself will begin getting the recognition they've long deserved.

``I'm not bragging, but I think it's important for kids to know there were hard-working people who cut that music who weren't into drugs,'' she said. ``I'd like young people to realize that being in the music business can be a great profession even if you're not a big star. You can make a very good living all your life through music.

``And if you don't play, you can teach.''

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Photo: The improvisational interplay of Thumbs Up members Ray Pizzi, left, Carol Kaye and Mitch Holder is documented on a new live album.

Phil McCarten/Staff Photographer