Rich, easy notes slide out of Gilly DiBenedetto's clarinet, filling the room, until the old man stops and lowers his instrument.
"I can't play no more," he says in a whisper brittle enough to make it sound like the truth.
Then he promptly moistens his lips, raises the clarinet, and resumes the tune.
It seems more likely that DiBenedetto can't not play - even against the odds.
Once the band director at the storied Downingtown Inn, to which Mickey Rooney lent his name and presence, the 87-year-old was supposed to be gone by now. Battling three cancers, he was given two months to live in July.
Yet these days, he's playing Christmas carols.
He spent a lifetime making music with countless stars across the country, and sees no reason to stop. Wherever he goes, the clarinet goes with him.
"He plays everywhere," said Ginny Lasco, a Philadelphian who befriended him a few summers ago after a trip to hear jazz at the Roadhouse Cafe in Fort Myers, Fla., where DiBenedetto was playing.
When Lasco, 51, didn't see him there this year, she asked and discovered he had moved to a Downingtown nursing home.
"I just made him my Saturday night date," Lasco said, "for as long as he has left."
She's only missed one week since July.
They go to diners and on long drives around the countryside. Lasco, Gilly, and his clarinet.
On a November Friday, Lasco took her friend out for pizza. When they were done, she asked if he felt like going for a drive, and headed into the hills of northern Chester County, not knowing where she was going. They stumbled upon a horse farm near Marsh Creek Lake.
They decided to stop on the side of the road and approached the fence - DiBenedetto with woodwind in hand. A horse was grazing a few yards away.
Taking in the view of the lake, DiBenedetto decided to play "Moon River" - the only water-related song the pair could think of.
After a few minutes, the brown-and-white horse ambled toward him, as Lasco photographed the moment. The horse came close enough for DiBenedetto, a lifelong animal lover, to pet her. Then it nuzzled his clarinet.
Back at the nursing home that night, DiBenedetto told everyone he saw, "A horse kissed my clarinet."
Talking in the Downingtown shop of his old friend and former Downingtown Inn bartender Victor Gabriel on a rainy afternoon last week, DiBenedetto recalled traveling from Las Vegas to Reno, Cape Cod to Fort Lauderdale, never owning much more than what fit in his car. He played with the likes of Tony Bennett, Bobby Rydell, and a host of other greats.
"From symphony to jazz to rock, I did it all," DiBenedetto said.
His audiences - which once included stars like Ava Gardner and Celine Dion - now range from the friends gathered in Gabriel's pool store to neighbors and nurses at St. Martha Center and patrons in area pizza joints, who occasionally remember him from the old days, Lasco said.
But the spark in DiBenedetto's eyes and the life in his fingers continue to delight listeners. "My love was to make other people happy," DiBenedetto said.
Richie Ianuzzi, a drummer with whom DiBenedetto lived in Florida until last summer, called his friend "a beautiful soul."
Long divorced and seminomadic, DiBenedetto often relied on helping hands. In turn, he became a father figure to Ianuzzi, 60, whose father had died.
"Stuff obviously - destiny, and it happens for a reason. We've all been taking care of each other," Ianuzzi said.
It seemed like serendipity landed him near Philadelphia and Lasco. And Gabriel thinks fate brought DiBenedetto to Downingtown in the first place.
The son of a Boston Symphony oboist, DiBenedetto began his music career as a teenager in Providence, R.I. By 1950, he was playing in Las Vegas, making $1,600 a week as a sax player at the Riviera. He bounced to gigs in New England and Florida.
DiBenedetto first stopped in Downingtown on a trip back from the West Coast. "This is a nice little town," he thought.
Not long later, he was discovered while playing in Florida by Daniel Tabas, a Philadelphia-area developer, businessman, and banker. Tabas decided he had to have DiBenedetto, Gabriel said, and lured him to Downingtown in 1968.
"Everything [happened] by the moon or sun or God, whatever," Gabriel said.
DiBenedetto stayed for 16 years, hanging with Gabriel and often Rooney. They golfed, gambled, and saw a thousand diners a week. "As long as we had enough money to go to the racetrack, that's all we needed," said Gabriel, 73.
DiBenedetto said he was on the links with Rooney one day in 1969 when a messenger drove up. Rooney's longtime friend and costar Judy Garland had died.
"He looked at me and said, 'See what drugs will do to you?' " DiBenedetto said. Then, he said, Rooney put a hand to his head, looked back at the golf ball, and said, "How far do you think I got?"
Now, DiBenedetto needs help remembering some of those stories.
"I'm 90,000 years old," he rasped, smart-alecky, sitting at Gabriel's table in a black cap and white polo shirt.
But he can still pick up any tune you can name or hum.
Sitting in the back room last week, Gabriel asks DiBenedetto to play his favorite song. DiBenedetto pretends - or maybe not? - that he's forgotten what it is. The room laughs, and DiBenedetto starts to play "What a Wonderful World."
Gabriel and another friend, Rich McBride, exchange a misty look. McBride shakes his head.
DiBenedetto arrives at the third verse, the one where Louis Armstrong sings:
I see friends shaking hands / Saying, How do you do? / They're really saying . . .
Gabriel jumps in to sing the last line to his old friend:
I love you.