Phil Upchurch (born July 19, 1941, Chicago, Illinois) is an American jazz and R&B guitarist and bassist. Upchurch started his career working with the Kool Gents, the Dells, and the Spaniels before going on to work with Curtis Mayfield, Otis Rush and Jimmy Reed. (His association with Kool Gents member Dee Clark would continue, including playing guitar on Clark's 1961 solo hit "Raindrops".) He then returned to Chicago to play and record with Woody Herman, Stan Getz, Groove Holmes, B.B. King, and Dizzy Gillespie. In the 1990s he worked with Jimmy Smith and Jack McDuff.