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In September 1984, Bill Wyman conceived an idea to record a charity album, and by November had assembled a group of well-known musicians to record an album to help the Ronnie Lane Appeal for ARMS. The original working title for the album was Up in Arms, a play on the ARMS theme. The album was eventually named after the band Willie and the Poor Boys and the line up on the album featured Bill Wyman (bass), Charlie Watts (drums), Kenney Jones (drums), Jimmy Page (guitar), Paul Rodgers (vocals), Chris Rea (vocals), Andy Fairweather-Low (guitar), Geraint Watkins (keyboards), Mickey Gee (guitar), and Henry Spinetti (drums).
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