The Soul Notes formed in Cleveland, OH and were led by William Bell (aka Bill Spoon), not to be confused with the William Bell of You Don't Miss Your Water fame. Their lineup consisted of Bell, Walter Dannison, Leroy Elie, and John Berry. The quartet recorded a couple of singles that have become tradeable commodities among Northern soul collectors. Their output, all on Cleveland's Way Out Records, includes How Long Will It Last b/w Don't Make Me Beg, (1967) and I've Got Everything I Need b/w How Long Will It Last, in 1968. The first single was a minor two-sided hit with Don't Make Me Beg, the intended B-side copping more plays than the intended plug side; so for the next release, Way Out put the A-side of their debut on the B-side of their second and final release. Way Out Records printed their address on the label, if they hadn't, you would have thought the Soul Notes recorded below the Mason-Dixon line.

Owned by the late Lester Johnson, and Bill Branch (a policeman, now retired), Way Out Records hung around more than ten relatively hitless years. MGM distributed their release on Sensations Got to Find Myself Another Girl, and they used Atlantic Records to move some sides by the Springers, Why, and I Know Why, but the company mostly relied on its own meager resources. They recorded some fine tracks, but never charted pop or R&B, and there were no album releases. Ex-Way Out Artists include Lou Ragland, Bobby Wade, Joan Baez, Verna Rob, the Occasions, Fred Towles, the Sensations, the Springers, and many others.

Bell grew up in Birmingham, AL with Eddie Kendricks, Paul Williams, Richard Fisher (Jive Five), and Jessie Fisher (Richard's brother), who recorded You're Not Loving a Beginner and Little John, on Way Out. Only Don't Make Me Beg made any noise, and then only locally. DJ Ken Hawkins (WJMO) played both sides on his radio program, and frequently featured them on his television show #World of Soul. That the second single didn't do better is a mystery, I Got Everything I Need was a remake that Bell and the Soul Notes nailed. Bell, in particular, is outstanding on the fade, carrying on like a Baptist preacher. They disbanded in 1970 when Bell moved to Memphis, TN, where he wrote songs, cut tracks, and produced others, but nothing materialized beyond demo status. Bell finally got a release in 1980 on Highland Records, Love Is on the Way, which died upon release but has been noticed by the Northern soul crowd. William Bell has lived in the Los Angeles, CA area since the '80s and still does projects around his regular gig in the L. A. Coroners Department. He now publishes his songs through his own Bel Jac Music. Regular, steady employment may be why the Soul Notes never got off the ground; the competitive edge is not the same when you have a regular paycheck rolling in. ~ Andrew Hamilton, Rovi