Bob Dylan & The Band – “The Basement Tapes” (1975)

January 27, 2009 at 7:02 pm (Bob Dylan, Reviews & Articles)

Paul Nelson’s Sept. 11, 1975 Rolling Stone review (in issue #195) of the famous Basement Tapes (recorded in 1967)…


There was a desert wind blowing that night, and the hot breeze that sighed through the open window had just enough muscle to swirl the smoke from the ghosts of a hundred cigarettes a single time around the solitary desk lamp before giving it up as a bad job. I knew the feeling. I had been sitting in the office for days, thinking and rethinking the case. It added up all right — hell, it had added up from the very beginning — but I just couldn’t figure out why. The more I tried to analyze it, the more it resisted my efforts. I got that nervous feeling on the back of my neck that someone very close was telling me to lay off, that to get too involved with the quest for the white-hot center would be to miss the whole point.

Logic is a funny thing to a private detective. It has nothing to do with facts but rather with intuition — a kind of mathematics without damage. After a number of years, you learn to trust your hunches, to draw occasionally to that inside straight no matter what the book said. Especially if the people you were playing with — in this case, Bob Dylan and the Band — made up new rules each time out in the only worthwhile game in town.

What got to me was that I knew what they were doing but I couldn’t explain it, not in words anyway. Arguably, I’d had some luck with Dylan before, was not unfamiliar with his circuitous, sporadic manner. He wasn’t a classicist; instead he played spontaneously, from the heart, stringing together such disparate cards that only the force of his will held his ideas together. The results he got were amazing, often magical. He’d had some lean years in the late Sixties and early Seventies when he’d tried to run some more or less conventional bluffs, but now he was as personal and enigmatic as ever.

Or was he? I couldn’t be sure.

The Basement Tapes seemed destined to remain a mystery, and I wasn’t at all sure that Dylan hadn’t planned it that way from the start.

The office was in the Arbogast Building on Embryo Street off Perelman Square, half a block from Coma Noodle Corporation, right next to the Ambergris Diner and the Dead Souls Church and Motel. It’s in the basement — a little irony there — and that fact perhaps provides a peculiar perspective.

I swung my feet up on the desk, thumbed a match, set fire to a cigarette, stared at the phonograph and got ready to face the music again. I had always prided myself on being a professional, an eye who looked up straight into all that heaven allowed. In my life, there was always a new case, new clients, a few old ones who never left; thus far I managed to satisfy most of them — and myself as well — with the proper explanations at the proper time. This go-round, I didn’t feel half so cocky.

Marcus, the Berkeley op who’d done some preliminary work on the case, had warned me. He’d said: “Do it quickly. If you listen too long and don’t get out fast, you’ll never get out.”

He was right.

All of the documentation was in order, plus a lot of inspired speculation. The music was eight years old, but it could have been made eight minutes or eight decades ago; it wouldn’t have mattered. It had once been illegal, sold under the counter. Hell, even now it wasn’t complete — these things never are. Nobody had even heard any of the Band’s songs before — they were sapped before Music from Big Pink — and at least four of them (“Yazoo Street Scandal,” “Katie’s Been Gone,” “Bessie Smith,” “Ain’t No More Cane”) would have as difficult to hide as a bosomy blonde under a bushel basket.

Missing from the Dylan file were “Get Your Rocks Off!,” “Sign on the Cross,” “I’m Not There (I’m Gone),” the celebrated “Quinn the Eskimo (The Mighty Quinn)” and “I Shall Be Released” and who knows what else. Added was an unheard ace in the hole, “Goin’ to Acapulco,” the kind of cosmic bawdy song that is so achingly beautiful it is about everything that it isn’t about as well as what it is about, if you know what I mean. So was most of Basement Tapes, for that matter.

Marcus had pretty well let the cat out of the bag with his report, included in the total package. It’s all there. You can read it. The facts, the camaraderie of equals, the notion of a hard testing ground, superb musicianship, randiness, roots, memory, archetypal American music and its obsession with mystery and death. All there and all true.

But the white-hot center remains laughing and unexplained.


I was on my fourth carton of cigarettes and time was running out fast. I knew I had to take a shot at it soon but no man likes to play the fool. Truths? There were no truths in this case. I had known that for a long time, that and little else. In death and matters of the heart, we are all of us amateurs, someone once said. Maybe it was me.

Down the hall came the eager footsteps of my partner, my alter ego. Something of a dandy, he once translated the complete works of Leonard Cohen into Canadian so he’s probably not to be trusted. I usually take what he has to say with more than a shot of rye.

He opened the door and debauched in, a wolfish smile on his face as he polished a simile. He’d been out doing the usual legwork. He stared at the wax on the machine. “Tears of Rage,” was playing.

“The traditional approach to Dylan is through his lyrics,” he said. “Figuring out what those words mean is like trying to read a book with your ears.”

“That’s a metaphor,” I said. “But it’s not bad.”

“Since all of these songs were recorded between June and October of 1967, they should logically provide an aesthetic link between Blonde on Blonde and John Wesley Harding, not to mention Big Pink

“They don’t,” I said.

He looked worried. His eyes, the color of unset rhinestones, darkened, lightened, got darker again.

“We are dealing with the real Bob Dylan and the Band here,” he said. “Yet there is a hidden language, masks within masks…”

“No,” I said slowly, rolling the syllable across my tongue like a billiard ball on the le of night. “No.” I bit off the end of the word sharply.

He said: “You don’t think…”

I stared at him. “The Basement Tapes are no more the real Dylan, the real band, than are the ‘official’ recordings. They are no better and no worse than Highway 61 Revisited, et al., but surely very different. There’s something to the hidden-language theory, but not the way you mean it — hell, the janitor, laughs at “Clothes Line Saga” and cries at “This Wheel’s on Fire.” There are no masks.”

Nobody said anything for a while. I let a cigarette burn down between my fingers, until it made a small red mark. It had been that kind of caper. The end was very near. I could feel it on the back of my neck. Suddenly, I felt very sad.

“You’ve solved the case?” he said. He acted like a sulky child.

“No,” I said thickly. My face was set hard and deeply lined. I could feel my eyes burning madly. “I haven’t solved the case and I don’t intend to. No one will ever figure out The Basement Tapes the way you want to; somehow it would be indecent. They’re either King Lear or they’re nothing — take your pick, then leave them alone. I respect them and I think I understand them, and that’s enough for me.”

“You’re not serious,” he said. “You don’t expect me to think . . .”

“I don’t care what you think,” I said.

I nodded toward the inner office to indicate that I was going in there, and went in there. I picked up a book named Keep It Crisp and read a story called “Farewell, My Lovely Appetizer.” I liked it fine. When a man’s partner is routed, you’re supposed to do something about it. I kept thinking. It doesn’t make any difference what you thought of him.

I said: “Listen. This isn’t a damned bit of good. You’ll never understand me, but I’ll try once more and then we’ll give it up.”

“All right,” he said.

“Listen. The songs on The Basement Tapes are the hardest, toughest, sweetest, saddest, funniest, wisest songs I know, yet I don’t know what they’re about. Friendship, sex, death, heroism, learning from others. I guess history and inevitability are in there too. And sorrow and longing. Second, they’re as personal or impersonal as abstract paintings, but, that doesn’t make them difficult. You just have to go at them in a different way. Third, they’re about survival with honor and without bitterness. If there are tests, they’ve all been passed, and what you’re hearing are the results. Serious comedy. Deadpan tragedy.”

He said: “I think…”

“Wait till I’m through and then you can talk. Fourth, the songs are home music, barroom music played pleasure and for the hell of it by and for musicians with a shared experience outsiders may not fully understand. Nobody ever figured they’d be an album someday. Next, they’re playful and competitive, the music and lyrics snarled and spit out of the corners of one’s mouth. That’s five of them. The sixth would be that these were inspired times, and Dylan and the Band could as well have been singing and playing the telephone book. Seventh, when somebody offers me a joke, I just say no thanks. I try to tell it like it is. And eighth — but that’s enough. All those on one side. Maybe some of them are unimportant. I won’t argue about that. But look at the number of them. Now on the other side we’ve got what? All we’ve got is the fact that you want one hard clean answer.”

“I do,” he whispered, “whether you do or not.”

“I don’t. I won’t play the sap for you. As far as I’m concerned The Basement Tapes are the stuff of dreams, brass-lined maybe. I like them like that. You want to solve the case? It’s yours.” 


Paul Nelson

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Ed Howard – “‘Smile’: The Definitive Lost Album” (2003)

January 27, 2009 at 4:03 pm (Music, Reviews & Articles, The Beach Boys)


Written in two parts for Stylus magazine, July 28 and Aug. 4, 2003 (prior to Brian Wilson doing his own version with his current band), comes this long, in-depth discussion on the greatest album that never was… 

It is the ultimate irony that one of the most famous (and infamous) Beach Boys album has never even been officially released. Critics have endlessly discussed the impact of the group’s undisputed masterpiece, 1966’s Pet Sounds, and nostalgic fans have long been enamored of the band’s early surfing-cars-and-girls singles, but arguably even more attention has been dedicated to the group’s Smile era. Despite the impressive accomplishments of the Beach Boys during their early-to-mid ’60s peak, they will forever be remembered for the one accomplishment they failed to deliver.

The story of Smile has been well-documented, starting even before the sessions for the album fell apart. Although the relatively adventurous Pet Sounds had been a commercial disappointment compared to the Boys’ past work, it was also critically lauded and almost universally embraced within the rest of the musical community. The album’s emotional beauty reportedly brought Paul McCartney to tears, in a time when the Beatles and the Beach Boys were both competitors and a mutual inspiration for one another. It was a remarkable record that deliberately set off to infuse pop music with a naked emotional content that had not often been present previously. The true miracle of this phase of the band’s evolution is that Brian Wilson, who had masterminded Pet Sounds and most of the Boys’ other peak-era material, really knew that he was onto something special here. He was purposefully branching out into previously unexplored avenues, not just on a personal level, but for pop music in general.

Though Brian had been the de facto leader of the Beach Boys ever since their earliest days, in the mid-60s he truly came into his own as the primary — even sole — source of the band’s artistic vision. When he quit touring in 1964 to concentrate full-time on the studio (an idea the Beatles would embrace en masse a few years later), the Beach Boys’ records began to head into distinctly new creative terrain. 1965’s The Beach Boys Today! heralded this new direction with more audacious productions, serious, introspective (though still very teenage) lyrics, and the use of session musicians to play most of the instrumental parts. Brian followed up Today! with Summer Days (And Summer Nights!!), which was just as impressive in its epic pop scope. The glorious singles “Help Me Rhonda” and “California Girls,” coupled with equally stunning lesser-known cuts like “Let Him Run Wild,” “Kiss Me, Baby,” and “Girl Don’t Tell Me,” were indicative of Brian’s increasing confidence and ambition in the studio.

These two records were a drastic departure for the band, paving the way for the near-perfection of this more sophisticated sound on Pet Sounds. Most impressively, at least prior to Pet Sounds, the Beach Boys’ comparatively more experimental outings still sold lots of records, despite the restless tinkering with their already successful formula. With the weight of these expectations behind him, Brian set out to make what many — Brian included — claimed would have been the best album ever made.

But first, immediately after completing work on Pet Sounds, Brian returned to the studio to craft a song called “Good Vibrations,” which he had started during the early ’66 album sessions but postponed until he could dedicate his full attention to it. The single, called a “pocket symphony” by Brian, represented a completely unprecedented form of production, a massive leap forward in recording methods. As impressive as Brian’s multilayered production on Pet Sounds and its predecessors had been, “Good Vibrations” was an even greater leap forward in the Beach Boys’ evolution; it would also prove to be their last truly significant, commercially available work.

Using the studio as an instrument, Brian recorded multiple instrumental and vocal sections for the song, taking six months to record, re-record, and arrange the different segments into a coherent whole. He experimented with many different arrangements, finally crafting the definitive mix which has become one of the most famous and well-loved rock singles of all time. Although the other Beach Boys reportedly complained about Brian’s relentless attention to even the tiniest details, the result spoke for itself, and his efforts were validated in October of 1966 with the group’s first #1 selling single.

Fresh off this success and the critical acclaim for Pet Sounds, Brian was reportedly bursting with creativity and enthusiasm. He was anxious to complete a work that could compete successfully, both on a commercial and artistic level, with the contemporary accomplishments of the Beatles. The Beatles’ Rubber Soul, with its thematically consistent, high-quality suite of songs, had inspired Brian to create Pet Sounds, and the continuing friendly competition between the two groups further spurred Brian’s genius.

Smile was born from several projects Brian was considering at the time: an album of comedy, a fitness album, a record featuring only water sounds. In the fall of 1966, before “Good Vibrations” was released, Brian combined these ideas and began work on what would have been the Beach Boys’ next album, the successor to Pet Sounds. The album, at first dubbed Dumb Angel — to indicate the conflict between spirituality and earthliness that would have been one of the record’s central themes — represented a hotbed of Brian’s diverse ideas from this period. He wanted to make a record that would build on the innovations of the past year, continuing the group’s evolution from innocent surfers to an artistic outlet for Brian’s increasingly sophisticated ambitions. He also wanted to make an LP that would live up to its title, a happy record that would spread the “good vibrations” he so badly desired to foster in his fans.

The advance billing on Smile was incredibly positive. It was one of the most talked-about albums in the rock press in late 1966 and early 1967, and reports from journalists who visited Brian in the studio largely confirmed the expectations that this would be one of the most amazing recordings ever. Capitol, the Boys’ label, initially scheduled the album for a December ’66 release, a date that was continually pushed back as Brian dedicated more and more work to perfecting the album. Even as the sessions stretched out far beyond what had been anticipated, early in December Brian wrote up a tentative tracklist featuring the 12 songs that the album would feature when completed. Using this, the label commissioned the artist Frank Holmes to design a booklet for Smile, listing the songs Brian named on the back of the sleeve with a notation to look at the record itself for the proper order. The 12 tracks on Brian’s memo were:

Do You Like Worms?
Wind Chimes
Heroes & Villains
Surf’s Up
Good Vibrations
I’m in Great Shape
Child is the Father of the Man
The Elements
The Old Master Painter/Sunshine

Capitol printed up 400,000 copies of the album jackets along with Holmes’ 12-page booklets, still optimistically anticipating a release in the not-so-distant future, while Brian continued feverishly spinning off ideas for the record. The sessions halted several times — including once because of a royalties dispute with Capitol — and infighting between the other Beach Boys and Brian further stalled the recording. It’s clear that Brian’s arty ambitions for the album simply seemed weird and uncommercial to the rest of the group, and their clashes intensified as the sessions progressed. A particular bone of contention with the group was Brian’s new lyrical collaborator, Van Dyke Parks, whose abstract, poetic, and often nonsensical lyrics infuriated the other Beach Boys (especially the Wilsons’ cousin, Mike Love). Brian’s growing drug habit, which at least partially inspired the album’s heavy psychedelic content, was another problem, and his sometimes weird behavior in the studio raised concerns about the viability of the entire project.

By the early months of 1967, it was obvious that Smile was disintegrating. In February, Brian concentrated solely on the planned first single “Heroes & Villains,” only to abandon that and focus his efforts on “Vega-Tables,” which he also scrapped after two feverish weeks of work. Brian’s behavior was growing increasingly erratic and idiosyncratic, and he was frustrated by his inability to convey his ideas to the rest of his group. The sessions grew more fractured than ever, old ideas were abandoned and new ones commenced, and Van Dyke Parks left the project in the wake of criticism from Mike Love and the other Beach Boys.

By May of that year, the Smile album had been abandoned altogether, with countless hours of tapes thrown into the vaults. In its place, the group hastily assembled an album called Smiley Smile and released it in September of 1967 to an underwhelming reaction. The LP was a slipshod collection of salvaged Smile bits and pieces, featuring some material recorded during the ’66-’67 sessions, as well as some newly recorded parts. The record, in stark contrast to the crisp studio perfection of Brian’s previous work, was roughly produced and assembled in virtually no time at all.

The reaction to Smiley Smile was unenthusiastic, especially considering all the pre-release hype that had been given to this material for the previous ten months. In the wake of all that build-up for the greatest album ever made, Smiley Smile’s loony, half-finished psychedelia couldn’t really be anything but an incredible disappointment. The LP wasn’t helped by the fact that the re-recordings were distinctly inferior to the Smile-era versions of the same songs. Although virtually no one at that time had heard the gorgeous Smile realizations of “Heroes & Villains,” “Wonderful,” “With Me Tonight,” “Vega-Tables,” or “Wind Chimes,” there was still a palpable sense that the takes available simply didn’t live up to the group’s promise.

Now, with the actual Smile material accessible on numerous bootlegs, Smiley Smile only seems even more flawed, though it retains a certain charm in its off-the-cuff rawness and childlike whimsy. Still, the defining feeling running through the album — and indeed all of the Beach Boys’ subsequent recordings — is one of disappointment. Following the Smile debacle, the Beach Boys would never again approach the heights they’d once so confidently scaled. The late ’60s and early ’70s saw the group releasing a handful of uneven but enjoyable albums, many of which recycled Smile material as a draw to longtime fans. Even so, these albums were largely unsuccessful with both the public and the critical community, and re-packagings of their surf-and-sun greatest hits consistently sold much better than their new studio albums. Over time, the Beach Boys mutated into an oldies act, selling out large-scale tours on the strength of their nostalgic hits.

Brian Wilson’s role in the group has diminished along with his band’s success. Smiley Smile was the first Beach Boys album to bear the notation “produced by the Beach Boys” rather than the proud “produced by Brian Wilson” which had adorned the group’s peak-era records. Never again would Brian assert a dominant role in the group; on 1973’s Holland, he fully relinquished the production to his brother Carl, and subsequent albums have often hardly featured Brian at all. The wake of the Smile disaster left Brian’s confidence completely shattered. His self-perceived failure to compete with the Beatles destroyed all of his artistic drive, and though he’s released a few solo albums over the years, he has never truly come close to matching his former glories. The combination of his late-’60s drug use with his fragile ego has caused him to withdraw almost totally from public life.

All of this is the readily available mythology of Smile. The album has been one of the most discussed and dissected unreleased records ever made, and the availability of bootleg recordings documenting the sessions has only further fueled the dialogue. Multiple theories abound concerning what Smile might actually have been if it had been completed, and many mysteries are contained even within Brian’s semi-official tracklist, not to mention the scores of unfinished takes, brief instrumentals, and experiments that were attempted during the sessions.

Some who have written about the album — most notably Domenic Priore, whose book “Look! Listen! Vibrate! Smile!” is considered the definitive tome on the subject — have contended that Smile was virtually finished when Brian abandoned it, but the evidence suggests otherwise. Certainly, significant work was completed on almost all the songs Brian listed, but likewise almost none of them were finished. Preliminary mixes had been made (in some cases several times) for “Heroes & Villains,” “Wonderful,” “Cabinessence,” “Prayer,” and “Wind Chimes,” but “Surf’s Up,” “Do You Like Worms?,” and “Child is the Father of the Man” were missing crucial vocal parts, and the remaining songs (including “I’m in Great Shape” and “The Elements”) had only been worked on minimally.

More likely than Priore’s convoluted theory regarding Smile — which went so far as to posit a song order based largely on speculation — is that Smile was, simply put, nowhere near finished in May of 1967. Furthermore, any effort to guess at what the album might have sounded like would be nothing more than conjecture. When Smile was abandoned, the material that existed was spread out over months and months, comprising half-finished songs, fragments, experimental sessions, reams of vocal overdubs, alternate versions, and rough mixes. It’s virtually impossible to take this disparate, haphazardly compiled material and form an image of what Brian intended Smile to be at the time; to do so would require actually getting into Brian’s thoughts from the period, and even then it’s likely that he himself didn’t have a clear, constant, single idea for the album.

What exists from the Smile period, then, is the equivalent of dozens of separate albums that might have been. There is no sense in attempting to reduce these recordings to the traditional pop album it would’ve been if it had come out in 1967. Instead, the Beach Boys’ unfinished album is best heard as a movie reel on the making of a record: multiple takes of each song, with no definitive version. These recordings are among the most intriguing, constantly fascinating music ever made; in a way, a more informative and enjoyable listen than any non-existent Smile single album could have been.

This is the spirit with which I will approach the rest of this article, peering into the inner workings of each song from the Smile era, and hopefully shedding some greater light on the project as a whole along the way. The 12 songs from the Capitol tracklist will serve as signposts, guides to reveal a fuller picture of this nearly unfathomable work of art. As a portrait of the creative process at work, the Smile sessions are unrivaled in popular music, a voyeuristic thrill for the rock connoisseur, a diagram of the recording process laid bare.


Naturally, given the nature of Smile, numerous unofficial bootlegs of varying quality exist. The documentation of the sessions has been spread out over thirty years, and no definitive bootleg sums up the entire project. The popular (and now defunct) bootleg label Vigotone has produced a two-disc version that is considered one of the best for its balance between near-finished songs and session fragments, although it is marred by errors and incompleteness (for instance, it contains no completed mix of “Heroes & Villains”). Numerous other single disc approximations of the album have often been released, mostly consisting of the widely accepted “finished” songs. The best of these may be on the Sea of Tunes label, which has released a wealth of Beach Boys rarities. Their Unsurpassed Masters series dedicates volumes 16 and 17 to Smile, with the 16th installment featuring an 18-song line-up of rough full mixes, and volume 17 compiling three discs of studio sessions and song segments.

Another good source for the raw sessions is the Japanese vinyl bootleg Archaeology, which dedicates three of its five LPs to The Lost Smile Sessions, totaling to nearly two hours of studio sessions representing around fifteen different tunes from the album. Numerous other bootlegs have been made available over the years, but all of them essentially contain the same core material of (mostly) completed songs and session tapes, and relatively little new material has surfaced over the years.

There is also a sizable amount of Smile material available on official releases from Capitol Records. The Beach Boys consistently salvaged old material from the album for their new recordings throughout the ’60s and ’70s. The albums Smiley Smile (1967), Wild Honey (1967), 20/20 (1969), Sunflower (1970), and Surf’s Up (1971) all contained reworked and newly finished versions of Smile songs, some of them remaining true to the original conceptions, and some departing significantly from the originals. Additionally, Capitol’s reissues of these albums as twofers with two albums on one CD have also included a number of bonus tracks, many of which date from the late 1966-early 1967 era.

Capitol has also included some Smile-related material on the box set Good Vibrations: 30 Years of the Beach Boys, released in 1993; the set’s second disc includes about half a CD’s worth of Smile takes on some of the era’s most well-known songs. Several times, Capitol has attempted to release Smile material en masse, either as a single album or a box set compilation. In every case — most prominently a proposed 1988 release for which engineer Mark Linett even prepared tapes of rough mixes — Brian has sabotaged the idea. Some of Linett’s mixes have been included on the Good Vibrations box, though, and his unused mixes have also provided the basis for many of the newer bootleg releases.

In preparing this article, I have used all of the sources available to hear the Smile material. In addition to the officially released versions from the box set, the original albums, and twofer bonus tracks, I have relied mostly on Unsurpassed Masters, Vol. 16, The Lost Smile Sessions, and the Vigotone two-disc set.


Although Brian Wilson didn’t consider the short a cappella group chant “Prayer” a proper album track (and hence didn’t include it on his tracklist memo), it’s clear from the recording sessions for the song that he did intend for “Prayer” to be included on the Smile album. During the recording for the song, Brian told Mike Love (who thought the tune was good enough to be a full song) that “this is a little intro, you know, to the album.” This knowledge makes “Prayer” the only Smile song that holds a definitive place on the album, since Brian’s tracklist was only a preliminary listing of the songs that would be on the album, without indicating the order in which they would appear.

The song was recorded in one day (October 4, 1966) very early in the sessions for Smile, and was probably considered pretty much complete by Brian, since he did no more work on the tune for the remainder of the sessions except to cut out a brief section towards the end. Around five minutes of session tapes from October 4 have been preserved on bootlegs, and they provide a fascinating glimpse into how much work Brian would commit to even the simplest of songs. The tapes reveal that Brian probably didn’t think much of this song — it was the introduction to the album, and he seemed eager to get it out of the way quickly and commence work on the real material. Throughout the recording, he rushes the other Beach Boys, reminding them that they had to get to work on “Wind Chimes” next; in fact, recording on that song was not commenced until the next day.

However, despite Brian’s desire to get this intro out of the way, he didn’t sacrifice any of his well-known perfectionism in recording it. Multiple takes were attempted of the complex multi-part harmonies, with Brian directing the other Beach Boys to get it exactly right. Not only was he trying to get the notes perfect — which the talented vocalists could easily pull off — but he seemed to be aiming for a more abstract quality in the performance that couldn’t easily be explained to the other singers. Once the group gets past actually learning the composition and starts getting the notes right, Brian also instructs them in the actual sound that the vocal blend should have. It is truly amazing to hear the progression from their first tentative stabs at the song to the gorgeous, full-bodied reading that they finally completed.

With its wordless, evocative harmonizing, “Prayer” would have been a perfect introduction to the album’s abstract themes and lyrical content, a nod to the Beach Boys of old while preparing listeners for the group’s new tendencies. As it was, the song wasn’t released officially until the 1969 album 20/20 (renamed “Our Prayer”) with only minimal overdubs added to the final section of the song.

One interesting note from these sessions is that Brian can be heard asking his brother Dennis for a joint between takes, and at another point someone asks “do you guys feel any acid yet?” This is one of many glimpses into exactly the conditions that the group was working under for much of these sessions; although things would get worse later, already there were signs of Brian’s demanding studio persona and the potentially crippling drug use of the band members.


Saying any more about “Good Vibrations” seems almost redundant, given the large body of work which has already been dedicated to this single. More than virtually any other hit in recorded history, it has been dissected and analyzed from every perspective. And no song can hold up to the scrutiny in quite the way that this one can; it remains as much a part of the rock canon as anything by the Beatles or the Stones, and arguably more influential and inventive than either. The bootleg labels Vigotone and Sea of Tunes have each dedicated an entire three-disc box to just this song, including multiple session takes and overdub sections. Analyzing this song in-depth would take up its own separate essay, and would be far beyond the scope of this piece.

However, it is worth taking a moment here to discuss the place that the track held in the context of the larger Smile project. “Good Vibrations” was not originally part of Brian’s conception for the album. Started in February of 1966, during the Pet Sounds sessions, the single was completed and released by October of that year, while the Beach Boys were involved in work on their next album. The single was at first supposed to have been on Pet Sounds, but Brian quickly realized that his ambitions for the song would have pushed back the album’s release date by an unreasonable amount of time. So, he shelved “Good Vibrations,” working on it only sporadically until Pet Sounds was finished.

Then, throughout the summer Brian recommenced work on the single, recording section after section in an effort to reach pure pop nirvana. The use of the Theremin — an exotic instrument that is played without actually touching it — was revolutionary for the time, but that was nothing compared to Brian’s inventive method of assembling the tune. The song was recorded piecemeal, a massive departure from past procedures that signaled the changes to come for the Smile sessions. Brian fastidiously arranged the recording, hiring professional musicians (as he’d previously done for Pet Sounds) and only bringing the Beach Boys in to sing. His attention to detail extended to every aspect of the recording, as the many, many snippets of available outtakes from the song reveal.

The various bootleg sets dedicated to the song capture the many ideas Brian threw around in recording it, and the extant studio fragments are in many ways as exciting as the finished song. The Capitol Good Vibrations box and the Smiley Smile/Wild Honey twofer include a collage (made by Mark Linett) of various sessions which trace the song’s evolution. The aforementioned twofer also includes the song’s first take ever, recorded on February 18, 1966, which features completely different lyrics than the single version — the original Tony Asher-penned words, before Brian and Mike Love rewrote them in May. What this version reveals, more than anything, is just how complete this song was from the moment it was first attempted; even in its rough form, it’s a beautifully written gem.

Brian made many rough edits of the song during the six months he was working on it, always revising and re-recording until he had exactly the sound he wanted. The result was nothing short of the perfection he sought: a “pocket symphony” in every sense, full of complex arrangements, gorgeous vocal harmonies, and hairpin turns from one section to the next. And yet it was all so beautifully put together that not a note seemed out-of-place, and all of the sudden changes felt natural rather than jarring. It was, and still is, the best pop single ever made.

The importance of “Good Vibrations” for Smile cannot be underestimated either. The single was a complete validation of Brian’s wild ideas, a boost of confidence after the lackluster sales of Pet Sounds. With Pet Sounds, Brian felt he had made his most personal artistic statement yet, but the pride he felt in it was tempered by what he perceived as its failure in the marketplace. “Good Vibrations,” finally, unified Brian’s artistic and commercial ambitions, convincing him that he could be successful with both fans and critics.

The song also pointed the way towards the methods Brian would employ in the studio for Smile. The unique approach to recording “Good Vibrations” had resulted in a truly revolutionary single, and Brian envisioned the next Beach Boys album as being just as radical. He claimed that Smile would be “as much an improvement over [Pet Sounds] as that was over Summer Days,” and he planned to achieve those results by applying his new studio techniques to the entire album. The problem, of course, was that Brian’s new methods, expanded on a grand scale, could (and did) easily sprawl out of control.At the time of “Good Vibrations,” though, everything still seemed possible. The Beach Boys were on top of the charts and selling out concerts all over the world, and Brian was excited to be going back into the studio to work on a new batch of songs with his friend and collaborator Van Dyke Parks. Parks, incidentally, had been asked by Brian to rewrite the lyrics for “Good Vibrations” towards the end of the sessions for the song, but Parks refused so as not to get off on a bad foot with Mike Love, who co-wrote the song with Brian.

When Brian started work on Smile, he did not think of “Good Vibrations” as part of the album. It’s likely that he was later convinced to include it by Capitol executives — who, facing the prospect of a second album in a row without a clear single, were eager to add an established hit to the decidedly uncommercial project. By the time Brian sent Capitol the tracklist memo, he had apparently ceded to the pressure, committing to the tune as one of the 12 tracks. In fact, when the Smile jackets were pressed, the label included the song title written several times below the album title, giving prominent billing to the #1 single in an effort to boost sales.

Still, even as a slightly out-of-place hit stuck onto an in-progress album, the song’s off-kilter majesty seems to fit in well amid the rest of the Smile oddities. Certainly, it would have been a lot more comfortable on that album than it ultimately was on Smiley Smile, where it sticks out rather conspicuously.


The proposed follow-up single to “Good Vibrations” was “Heroes & Villains,” a song which was one of Brian’s primary fixations throughout the album sessions. He worked harder and spent more time on “Heroes” than on any other song for the LP, and his conception of what the track should be changed frequently. Clearly, expectations for the next single after “Good Vibrations” were ludicrously high, and the pressure to create an equally ingenious hit may have been part of the reason that Smile fell apart.

In addition to being the chronological successor to “Vibrations,” “Heroes” inherited that song’s recording methods as well. The production on “Heroes” was conducted piecemeal, spanning virtually the entire time that Brian was working on Smile, with new sections being recorded and rejected all the time. Brian completed numerous rough mixes, with at least four vastly different versions of the song, but he never settled on a final mix during the sessions.“Heroes & Villains,” in many ways can be seen as the lynchpin of the entire Smile project, and a rather weak lynchpin at that. From the very beginning, this song commenced the unwinding of Brian’s ambitions, because unlike “Good Vibrations,” “Heroes & Villains” was not a finished, planned-out song from the moment it was started. Brian wrote and rewrote the song many times, with many different segments that would often be rejected and subsequently spun off into separate songs. As such, the sessions for “Heroes” were among the most prolific (and troublesome) of the period, spawning a whole subset of material that ultimately had little to do with the song itself. Virtually the only constant element in the song from its earliest stages to its official release was the opening verse, which began with the line “I’ve been in this town so long…” All of the available mixes kick off with this familiar energetic opening, but the rest of the song was constantly being re-imagined.

Because of Brian’s ever-shifting vision for the single, “Heroes & Villains” was always a much less cohesive song than “Good Vibrations,” with the different sections often transitioning rather jarringly into one another. “Heroes” is illustrative of the breakdown of Brian’s new compositional methods when subjected to a deadline. After all, “Good Vibrations” alone had taken six months to complete, a rather excessive amount of time to spend on a three-and-a-half minute single. In trying to apply his piecemeal studio techniques to an entire album, Brian overextended himself and ultimately collapsed under the pressure of turning out an LP that would meet his exacting standards.

The sessions for “Good Vibrations,” though long and perhaps overly perfectionist, had at least been working towards the concrete goal of a song that was already written. “Vibrations” had distinct parts, a definite structure, and some key constants in the arrangements at all points in its recording; Brian’s perfectionism, then, was limited to getting each part to sound just right. With “Heroes” (and the Smile album in general), Brian had no definite goal to work towards, and in addition to getting the music to sound perfect, he also obsessed over the proper placement of each individual piece of the puzzle. To make things worse, he often redefined his objectives in mid-thought, as we can hear from the mounds of half-finished Smile scraps. “Heroes” was continually reinvented, each time drastically altering the tone and idea of the composition, while scrapping weeks of work on a whim. As such, the sessions stalled — for the song and the album as a whole — and eventually ground to a halt altogether. In February 1967, Brian concentrated all his efforts on the single, stopping work on all other songs. Nevertheless, by March the sessions had broken down yet again without an acceptable mix, and for a few weeks in April Brian considered “Vega-Tables” to be the first single, probably because “Heroes” had been so problematic.

What remains of “Heroes & Villains,” though, is nevertheless fascinating. Even more fractured (and arguably more inspired) than “Good Vibrations,” this single track was a distillation of everything that Brian was working towards in this period. The song, along with its numerous spun-off tracks and discarded sections, is a pocket opera where “Good Vibrations” was a “pocket symphony.” In all its various versions, “Heroes & Villains” told a story, though the actual narrative changed depending on what sections were being added or discarded at any given time.

Brian regarded the track as “a three minute musical comedy,” a fulfillment of his aim to fuse humor into a rock record. “Heroes,” as heard in its original Smile context, is not a comedy song per se, but its lighthearted tone and frantic lack of structure give it a distinctly fun feel. The version of the song that was eventually released, however, contained few hints of what Brian had been working on for Smile. The official follow-up to “Good Vibrations” was not released until July 31, 1967, almost three months after the album sessions fell apart. Hastily re-recorded and assembled for the Smiley Smile LP, this official version of the “Heroes” single bears little resemblance to the various Smile takes, in either tone or quality.

Although this version is, on its own merits, a pretty remarkable tune, it could not have been anything but a disappointment coming as it did on the heels of the album collapse and the incredible hype that had been built up over the preceding months. The disjointed mix which appears on Smiley Smile was cobbled together from a combination of new recordings and raw material from the various Smile takes. In fact, a surprising amount of the single does come from the 1966 and early 1967 sessions, but its arrangement and production are intentionally rough and slipshod, indicating the complete end of an era; after this song, Brian would no longer be the studio guru.

The single starts familiarly enough with the famed first verse, just as all known versions of the song did. Following this is a segment called “Bicycle Rider” that dates from the Smile sessions, illustrating Brian’s wild creative process at this time. This brief theme — which echoes the “Heroes” melody — was originally part of “Do You Like Worms?,” which was developed concurrently with “Heroes.” During the recording of Smile, Brian would frequently take sections from one song and move them into a different one; he was continually trying out new things just to see what they would sound like. And “Worms” and “Heroes” were almost certainly related to each other to begin with, so moving “Bicycle Rider” into the single was a natural idea.

The theme itself appears in several different forms from the Smile era. Many versions are instrumental, featuring just the familiar piano melody and bassline, but there also exist several different lyrics. For “Worms,” the song features the brief lyric, “Bicycle rider, just see what you’ve done/ done to the church of the American Indian,” backed up by “oga-chucka” backing vocals; these words echo the theme of westward expansion running through “Worms.” The version of “Bicycle Rider” used on the “Heroes” single release replaces these lyrics with a chant of “heroes and villains” that follows the same melody. Although versions of both “Worms” and “Heroes” exist with and without the different vocals, it’s likely that “Bicycle Rider” was intended to have lyrics in both incarnations had the songs been finished.

Following “Bicycle Rider” in the Smiley Smile single was a newly recorded short verse (starting with the lyrics “stand and fall…”), then a vocal breakdown of “doo doo doos,” leading into the “my children were raised…” section. The song then repeats the opening verse, slower and accompanied only by piano; Brian cleverly makes a slight change in the familiar wording, singing “I’ve been in this town so long/ so long to the city.” This section ends with “heroes and…” which cuts off to a reprise of the “Bicycle Rider” theme as a fade to the song.

Although this is the most well-known version of the single, it’s instructive to take a similarly close look at an earlier mix of the song. As was already mentioned, “Heroes & Villains” was the prime example of Brian’s “modular songwriting” (as Van Dyke Parks called it), a song written in parts and constructed piecemeal. Before the Smile sessions collapsed completely, Brian completed many different rough mixes of “Heroes & Villains,” each time with different constituent segments. The last one he finished, commonly called the “Cantina” mix, is also the only existing Smile-era mix of the song we have today.

The “Cantina” version – named this by collectors after a line in a verse towards the end of the song — is commonly thought to have been a strong contender for a single release at the time it was completed in February of 1967. Engineer Chuck Britz even recalls mixing the song for a single release, which never happened for various reasons. It’s possible that the song simply didn’t come out because of the royalties lawsuit that the Beach Boys and Capitol were embroiled with at the time, but perhaps more likely given Brian’s continued tinkering with the song is that he wasn’t quite happy with it yet.

Nevertheless, this mix of “Heroes” remains, for many Smile fans, the definitive version of the song, and a much more viable single than the one that actually came out. Interestingly, although it was the last version of the song completed before Brian compiled the single, this mix is almost completely different from the one already discussed. After the familiar opening verse (the same take used in the single), the song transitions into the same a cappella breakdown that was included at a later point in the Smiley Smile mix. This part is followed by the “In the Cantina” verse, which Brian wrote and recorded on January 27, 1967. At the end of this section, there is a shout of “you’re under arrest,” signaling the abrupt transition into the next part. On the session tapes for the “Cantina” verse, an extra brief section of “woo woo woo” vocals precedes the policeman’s shout; Brian excised these vox from his rough mix to smoothen the flow.

Following “In the Cantina,” the song moves on to the “my children were raised” verse; the vocals for this part were re-recorded for the Smiley Smile version, and this earlier take has a much more upbeat reading of the lyric. Additionally, there is an extended verse (with music very similar to that on the opening verse) featuring the lyrics “at three score and five/ I’m very much alive,” which doesn’t appear on the eventual single release. The song next breaks down into a very interesting segment of repeating “dum dum dum” vocals that almost sound like the tape is breaking. Listening to the sessions for this part, however, reveals that much of the effect was actually accomplished without the aid of tape effects. Brian in fact composed this vocal bassline for the other Beach Boys to sing, and the arrangement of voices makes the part sound like it’s coming out of a skipping record player even on the original tapes. Brian is often credited for his advanced production techniques, but his compositional skills were often just as inventive, and are too often given the short shrift. Obviously, Brian still manipulated the end of this part to make it completely break down.

This breakdown leads into the song’s coda, one of the most problematic parts of “Heroes.” Brian fiddled with the coda to “Heroes” very often, and for this version he took a part from another song, as he frequently did. This segment, with its clip-clop percussion and a vaguely Western-sounding melody, was for a long time thought to be the widely discussed but unheard “Barnyard” segment. In actuality, this part was actually taken from the end of the song “The Old Master Painter/You Are My Sunshine.”

The differences between the Smiley Smile and “Cantina” versions reveal just how flexible “Heroes & Villains was, structurally. Although there is a certain similarity between the two songs, the structures are completely divergent, and tonally they are rather distinct. Whereas the Smiley Smile single is characterized by hasty, haphazard edits and drastically changing moods, the “Cantina” mix is much more consistent throughout, its edits still abrupt, but more logical. In this sense, the “Cantina” mix is a better follow-up to “Good Vibrations,” since it is comprised of very disparate parts that still fit together naturally and sound like they go well together. Certainly, part of the charm of the single mix is its haphazard, rough-sounding construction, but it’s at the sacrifice of coherence.

Earlier versions of “Heroes & Villains” probably hold even less in common with one another than this example illustrates. It is known that Brian made several rough edits of “Heroes” prior to completing the “Cantina” mix, but none of these edits have surfaced. The first version of the song was mixed on May 11, 1966, but it was unfortunately taped over; it apparently included “You Are My Sunshine” as a section and held little in common with the more familiar recordings of “Heroes.” The next time Brian mixed down the song, it was probably somewhat more related to its eventual version, though still just a distant cousin. This October 20 mix is the source of the “I’ve been in this town” first verse, which was the only segment of the song to carry through to all subsequent mix-downs of the single.

A piano-only demo of this incarnation of the song appeared recently on the 2000 Endless Harmony soundtrack, and it reveals “Heroes” in its original form, as a farm-themed composition with an almost completely different structure than the one we know today (more about this when we discuss “I’m in Great Shape”). Later, the entire second half of this version was removed, its constituent parts moved into other songs, and new parts moved into “Heroes.” This rearrangement probably featured at least some of the new verses that appear in the later mixes (“three score and five,” “my children were raised,” etc.) and the “Bicycle Rider” theme from “Do You Like Worms?”

During these early phases of recording, Brian completely changed the structure of “Heroes” very frequently. He recorded many different parts of varying length, and probably tried them out at different points in the track. A few brief a cappella chants, like “Do a Lot” (which later became “Mama Says” on Smiley Smile) and “Whistle In,” were first attempted at these sessions. Where these parts might have been placed within the song is a matter of guessing, at best, since there are no rough mixes from this phase in the song’s evolution. At some point, however, Brian replaced “Bicycle Rider” with the new “Cantina” verse; presumably, “BR” was returned to its original home in “Worms” at this point, although Brian eventually chose to use “Bicycle Rider” in “Heroes” again when he re-assembled the song for Smiley Smile.

Although the “Cantina” mix was the last completed version of “Heroes & Villains” during the early 1967 sessions, Brian did record more work on the song before canceling the project altogether. The last recordings on “Heroes & Vilains” during Smile — known collectively as the “version 4” or “part 2” variations — comprised several main pieces of music. These parts contain some of the most gorgeous vocal harmonies that the Beach Boys recorded during these sessions; for those who miss the complex multipart singing that the Boys abandoned almost permanently after 1967, this is the place to start exploring Smile.

“How I Love My Girl” seems to have been part of a new, upbeat reading of “Heroes & Villains” that Brian was working on around this time. Starting with soulful, barbershop-type “da da da” harmonizing, this piece then ends with a harmony on the title line. It seems likely from a few rough partial mixes from this time that Brian intended for the “How I Love My Girl” part to transition directly into a new, uptempo reading of a “heroes and villains” chant. Several chants of this kind from the “version 4” sessions exist, with various musical backings; the common component is a much more overtly happy bounce to the melody, and more complex vocal parts than appear on pretty much any other Smile outtake. These variations are truly beautiful, indicating that even at this late point in the sessions, in what must have been a stressful recording climate, Brian was perfectly capable of writing fantastic music.

It’s also interesting to note that, despite all the known problems, Brian was still very much in control of the sessions. The other Beach Boys may have been fed up with Brian by this point, but they didn’t let it bleed into the recording much on these tapes; Brian dominates the process, directing the rest of the group just as obsessively as he did on the much earlier “Prayer” sessions. At one point, he even instructs them to sing while smiling, and they run through multiple takes of every part. It’s sad to think that maybe, even this late in the sessions, the whole project was still in relatively good shape and might’ve been salvaged.

In addition to “How I Love My Girl,” these late “Heroes” recordings also yielded a new song called “With Me Tonight.” This track, which appeared in a new version on Smiley Smile, was first attempted during these late Smile dates; in fact, there were no Smile dates actually logged under the name “With Me Tonight,” which suggests that perhaps this track started life as a late-era addition to “Heroes.” Several recordings of varying lengths were attempted during the “version 4” sessions. A few short instrumental recordings — with, incidentally, a melody somewhat similar to “Heroes” itself — lend credence to the idea of this track as originally being just a part of “Heroes.” One very rough instrumental take was introduced as the “tag to part 1,” which would mark it as a possible replacement for the “Sunshine” tag that ended the “Cantina” mix.

Longer recordings of the song — particularly the “on and on she goes” vocal intro — could be either a replacement for the “Cantina” verse or an extension of the song. Some press accounts at the time contained suggestions of a five or six-minute “Heroes & Villains” single, so it’s possible that the “version 4” variations of “With Me Tonight” and “How I Love My Girl” would have made up the second half of the song. This theory loses a little credence, though, since there also exists a fully realized complete song take of “With Me Tonight” with fleshed out instrumentation and a structure similar to the way it would eventually appear on Smiley Smile. Most likely, “With Me Tonight” started life as part of “Heroes & Villains,” but by the end of the sessions it was almost certainly considered its own separate track, perhaps scheduled to replace a track like “Surf’s Up” or “Do You Like Worms?,” both of which had received less-than-enthusiastic reactions from the other Beach Boys.

There has been some discussion surrounding the “version 4” tapes of a possible two-part “Heroes & Villains” single. The theory was first suggested (or, ahem, invented) by Domenic Priore inLook! Listen! Vibrate! Smile!,” and many others have picked it up from him. Priore suggested that “Heroes & Villains” was to have been a two-part single release, with side A being the “Cantina” mix and side B being an extended, mostly a cappella re-visitation of the main themes, featuring the “version 4” variations. The problem, unfortunately, is that not only is there virtually no evidence for this, but there is actually a wealth of evidence to the contrary. Brian even explicitly said in contemporary interviews that he had no idea what the B-side for the single would be, and was reportedly considering several different songs for the role (for Smiley Smile, he settled on the a cappella chant “You’re Welcome” at the last minute). Many bootlegs (most notably the Vigotone set), have followed Priore’s lead and produced supposed “part 2” mixes, but inevitably these have merely been edited together by bootleggers from the “version 4” variations. It’s far more likely, given the existing evidence, that Brian intended this material to be a part of the proper single somehow.

Regardless of what Brian’s plans for the single may have been, he was chronically unable to bring them to fruition. Throughout most of February and March, he worked almost exclusively on “Heroes & Villains,” recording for the “Cantina” and “version 4” mixes of the proposed single. But despite his best efforts, he could not seem to create a mix that satisfied whatever he was seeking. The pressure of perfection was simply too much for Brian, and he couldn’t have been unaware of the multiple deadlines that were slipping behind him with no finished product in sight. Still, he refused to simply “settle” for a mix, and by the end of March he had given up on the song altogether. He abandoned “Heroes” unfinished and shifted work to “Vega-Tables,” which he started calling the next single. Brian seemed unable to do what he had done so confidently with “Good Vibrations,” which was to craft a cohesive, accessible single from a pile of scattershot material. The greater pressure on him during the Smile recording, his deteriorating relationships with the band, Van Dyke, and Capitol, and the multiple problems still lurking with the rest of the album must have been a tremendous strain on his creative process.

Even so, from its first recordings to its last, “Heroes & Villains” was always the most important song on Smile. No song changed more drastically during the recording sessions, and no song seemed to have a bigger grasp on Brian’s imagination. It was the only song to be worked on at all stages of the project, and its transformations are a good indicator of just how intensive the recording of this album was. “Heroes & Villains” also spawned a wealth of material that wound up not being related to the song at all; “Do You Like Worms?,” “I’m in Great Shape,” “Barnyard,” “With Me Tonight,” and smaller parts of countless other songs all developed out of the single. It is impossible to imagine what Smile might have been without considering what could rightly be called the “Heroes & Villains” suite, a set of material all developed from the same source, following common threads of thematic ideas and musical motifs.


“Do You Like Worms?” has already been discussed a little in the context of “Heroes & Villains,” but in fact it was considered by Brian to be its own separate song in spite of the fact that it recycles some of the same melodic ideas. Recording on “Worms” was started on October 18, 1966, which was when the entirety of the instrumental track was laid down (plus Brian’s lead vocals). The “oga-chucka” backing vocals were added by the rest of the group on October 21, though the lyrics for the “Bicycle Rider” chorus weren’t recorded until January at a “Heroes & Villains” date.

The song was imagined as a lyrical journey across the United States from coast to coast, though in its surviving form it doesn’t quite realize this ambition. Nevertheless, it’s an admirable experiment that diverges from the rest of the Smile songs while remaining tied to “Heroes.” It starts with a rumbling rhythm on trashy-sounding drums (which is probably just due to the nature of bootlegs, though much of the Smile material is intentionally a lot rougher-sounding than Brian had ever recorded previously) and the Beach Boys singing the refrain “rock, roll, play myth rock, roll over.”

This refrain was to have been the song’s chorus; the verses have the “Bicycle Rider” melody, with the original lyrics that Van Dyke Parks wrote about “the church of the American Indian.” Lyrics were apparently written (but never recorded) for the entire song — including the missing phrases “Once upon the Sandwich Isles, the social structure steamed upon Hawaii” and “having returned to the West or East Indies — we always got them confused.” The song’s intended journey across America, obviously, was not to have been an idyllic but a satirical one, commenting on the colonizing and exploitation of the Americas by our European ancestors. These lyrics were either never recorded or were lost, and the only surviving verse vocal is the previously mentioned “Bicycle Rider” segment. It’s interesting that the reason this vocal exists at all is because it was actually recorded for “Heroes & Villains” when Brian was toying with splicing “Bicycle Rider” into the single; otherwise, “Worms” might have remained entirely vocal-less.

After running through a straight verse/chorus/verse structure for just over two minutes, there’s an unexpected bridge with Brian singing an approximation of a Hawaiian hula chant before returning to a fade of the rumbling drums segment, this time sans the chorus vocals. As with so much of the Smile material, it’s frustrating to hear this tune castrated as it exists today, without its full lyrics. Perhaps the reason that so much of this music seems experimental to us today is that it was unfinished, because it’s clear that Brian — his unconventional production methods aside — had rather standard commercial aspirations for a good deal of these songs. “Worms,” if it had ever been completed, might have been a stunning pop song.

But it was not to be, and not least of all because Mike Love made the song a particular target of his traditionalist hatred. Although it’s certainly not the easiest Beach Boys song to digest, “Worms” would probably have seemed much more palatable with its finished vocals. Again, for all of his experimentation and tweaking — and with a few exceptions like “Heroes & Villains” — Brian wasn’t doing anything too radical with song forms on Smile. A lot is made of the proposed multi-song suites and experimental collages, and the fact that so much of the Smile material is instrumental or at least has very minimal vocals. But these details are more due to the sessions’ failure than to the successes; Brian intended for his masterpiece album to be the best collection of pop songs ever made, and not much more.

Clearly, he had conceptual ambitions, too. “Worms” itself was part of a much larger conceptual suite built around the “Heroes” single and possibly also including “Barnyard,” “I’m in Great Shape,” and others (more on all this later). Additionally, there are common thematic threads running through most of Van Dyke Parks’ lyrics for the album, not quite creating a coherent narrative, but definitely constituting a step towards the concept albums that would become all the rage a few years later (you can decide for yourselves whether that’s a good or a bad thing). These ambitions, though, did not include drastic changes to pop music forms or structures themselves. Remember, Brian was using as his model the Beatles, and especially Rubber Soul, so his primary goal was to craft a set of songs, unified in mood and quality, that could rival such a pop pinnacle.

Though almost all of the songs for Smile were recorded in sections, the mixes that Brian assembled from these parts by and large followed standard verse/chorus/verse conventions, with maybe a bridge or extended coda thrown in there for variety. This is perhaps hard to grasp for latter-day Beach Boys enthusiasts who tout this album as a lost experimental work so far ahead of its time that it’s nearly incomprehensible. Brian was a bit ahead of the curve here, but just a bit. And ultimately, the Beatles won the race to the psychedelic finish line, releasing their psychedelic pop masterpiece, Sgt. Pepper’s, just as Brian’s work on Smile was disintegrating for good.


One of Brian’s many ideas for Smile was that it should contain several musical suites composed of smaller interlocking segments. For a long time, the identity of the song “I’m in Great Shape” was one of the album’s greatest mysteries: it was named on the tracklist memo and listed on a few recording dates and tape boxes, but no definitive tapes representing it had surfaced. A few clues pointed the way, however, and it is now generally accepted that “I’m in Great Shape” was in fact a piece that Brian described in the music press at the time as “a barnyard suite.” 

A central concept of Smile was that it would be an exploration of the American experience, and “I’m in Great Shape” would have represented the tranquil old world life of the American farmer. As with “Do You Like Worms?,” this suite grew out of the “Heroes & Villains” sessions, and many of the recordings which have been linked with this piece are believed to have been rejected sections of “Heroes & Villains.” In fact, Brian’s early vision of the second half of “H&V” may have been the original barnyard suite, before he separated the two songs, with the barnyard parts becoming known collectively as “I’m in Great Shape.”

In the fall of ’66, Brian performed a solo piano version of “Heroes & Villains” for radio DJ Harmony Harv, as a rough demonstration of what the song would sound like. This is the recording that appeared as “Heroes & Villains demo” on Endless Harmony, finally revealing the identity of “Great Shape” and causing a huge stir among Smile fans. After the familiar first verse (“I’ve been in this town so long…”), there is a segment which has otherwise never been heard elsewhere. Featuring the lyrics “Freshenin’ air around my head/ mornings tumble out of bed/ eggs and grits and lickety split/ look at my ???/ I’m in the great shape of the north country,” this section (although no real studio recording of it has ever been heard) provides the crucial link between “I’m in Great Shape” and the barnyard suite. Brian followed this with a section featuring more lyrics about the farmyard backed by the appropriate animal noises, which he urged some unidentified others in Harv’s studio to perform. This second part was probably a rare vocal performance of a piece which has been known simply as “Barnyard.”

Brian split the “I’m in Great Shape”/“Barnyard” sections from “Heroes & Villains” sometime in the late fall or early winter of ’66, replacing the whole farm-themed part with the “Bicycle Rider” theme from “Do You Like Worms?” Thus, by the time Brian sent Capitol the song list in December, “I’m in Great Shape” was considered its own song. There are still no proper studio recordings of the track, even though sessions under that name were logged on October 17 (vocals) and November 29 (instrumental). What the finished suite might have sounded like is anybody’s guess, but it would almost certainly have included all the excised farm lyrics from “Heroes & Villains,” as well as “Barnyard.” It has also been suggested that “Do a Lot,” the ubiquitous vocal chant which started life in “Heroes & Villains,” may have been at least temporarily considered another section of the “Great Shape” suite.

The track for “Barnyard” that’s appeared on bootlegs is based on the idea of the “out in the farmyard” section that Brian ran through on the Harmony Harv show following the “great shape” part. The actual studio version is much different from that demo, without the lyrics (“out in the barnyard, the chickens do their number/ out in the farmyard, the cook is chopping lumber/ jump in the pigpen, next time I’ll take my shoes off/ hit the dirt, do two and a half/ next time I’ll leave my hat on”), and with a vaguely Western-sounding clip-clop feel. The Beach Boys provide a lilting vocal harmony as various animal noises fill the background; it’s a charming little track, and it’s likely that once “Bicycle Rider” replaced it as the coda to “Heroes & Villains,” “Barnyard” was moved into the similarly themed “I’m in Great Shape.” Brian probably intended to record the “out in the farmyard” vocals to complete this part, but never got around to it.

The emergence of the Harmony Harv demo on the soundtrack to the documentary Endless Harmony resolved the longest-running controversy of the Smile tracklist. Prior to this, theories regarding the track’s identity were uncertain at best, and the track “I Wanna Be Around/Friday Night” (which has since been associated almost certainly with “The Elements”) was frequently thought to be the mystery track. Although the debate is still not one hundred percent settled, the current theory regarding “I’m In Great Shape” is fairly credible and fits in with all the available evidence.


Like “I’m in Great Shape,” “The Elements” was conceived as a set of connected pieces arranged into a suite. As an integral component of the album’s musical and thematic content, this suite would have consisted of four individual themes, each one representing a different natural element: fire, earth, air, and water. Of these, the identity of only one element is definitely known. A piece alternately known as “Fire” and “Mrs. O’Leary’s Cow” was to have been the first song in the suite. Recorded on November 28, 1966, the piece is a musical approximation of the great Chicago fire of 1871 (which was started by the titular bovine).

Much has been made of Brian’s eccentric personality over the years, with many popular accounts likening him to such damaged geniuses as Syd Barrett or Roky Erikson. This reputation has been fueled by stories like the report of Brian wanting a sandbox brought into his home studio so he could play piano with his toes in the sand. Another major source of the mythology surrounding Brian originated with the “Fire” piece. The recording session for the song contains one of the most touchingly idiosyncratic examples of Brian’s bizarre behavior at this point: he reportedly started a small fire in the studio, then equipped all the musicians with fireman helmets and buckets of water while they played the song.

Furthermore, Brian became terrified by the song when he came to believe that recording it had unleashed a rash of fires on downtown Los Angeles that night. He later vowed to re-record the song as “a candle,” not wanting such a powerful force on his positive album. Nevertheless, Brian apparently never re-made the track, and the only existing version is a rather avant-garde instrumental featuring screechy sirens, chaotic rhythms, and a generally crazed mood. Despite his seeming reluctance to work further on the song, Brian actually recorded several different sections for “Mrs. O’Leary’s Cow,” including a chaotic whistle-filled intro, the rumbling main body, and a slowed-down fade of drums for the ending.

In spite of Brian’s frightening experience with “Fire,” the very next day he returned to the studio to record a track he described as “the rebuilding after the fire.” This track is very likely a medley of the standard “I Wanna Be Around” with the Brian composition “Friday Night,” which has also surfaced on bootlegs under the title “The Woodshop Song.” The latter nomenclature originates from the various building, sawing, and hammering sounds which adorn the song’s second half. It is highly likely that this song was the second part of the “Elements” suite, probably representing the earth element. However, it’s also worth noting that “Vega-Tables” has also been linked with the earth element, particularly by one of Frank Howle’s illustrations which depicts the song as one of the elements. Still — especially since both “Vega-Tables” and “The Elements” are listed separately on Brian’s tracklist — “I Wanna Be Around/Friday Night” is a much more compelling choice for the earth element.

“Friday Night” has also been associated somewhat speculatively with “I’m in Great Shape,” especially since the sessions for the track coincide with instrumental sessions from the same day that were logged under the “Great Shape” name. However, the release of the “Heroes & Villains” demo on Endless Harmony has largely cleared up that mystery, since “Great Shape” is now believed to be comprised of the “freshenin’ air” verses that were excised from “Heroes.” The naming of the November 29 session may be explained by a simple mix-up — sessions from this era were frequently misnamed — or else “Friday Night” could actually have been considered for the “Great Shape” barnyard suite at one point. Brian’s description of the song as “rebuilding after the fire,” though, inextricably links this session to “The Elements.”

The identities of the other elements are much less easily obtained. Of the air element, Brian once casually remarked that he and Van Dyke Parks had recorded a short little piano piece to represent this element, but no such recording has ever surfaced. Various writers have suggested various titles as being the elusive air piece, but there is really no conclusive evidence for any of the proposed songs. Probably, the piece is exactly what Brian described, a short piano fragment that has as-of-yet gone unnoticed amidst the countless hours of Smile tapes filling the Capitol vaults. Most of the “Elements” pieces that do exist share a rough, almost tossed-off quality in contrast to the more meticulous nature of the main body of Smile music, so it’s easy to imagine such a recording being overlooked.

The water piece is another mystery. The most consistently suggested song for this element is “I Love to Say Da-Da,” a short minute-and-a-half instrumental which doesn’t seem to fit in anywhere else. It was the last song Brian attempted during the Smile sessions — or, more properly, the first song attempted after the sessions had collapsed — recorded on May 16-18, and one more session was scheduled for the song in mid- to late May (it was canceled with the album). The “wa-wa-hoo-ah” vocal chant (possibly evoking the word “water?”) lends credence to the song’s place in the “Elements” suite, but otherwise there’s no link between the pieces. In fact, “Da-Da” probably started as a section of “Heroes & Villains,” since a short early version of it entitled “All Day” was attempted during a “Heroes” date. The version of “Da-Da” available today was edited together by Mark Linett from material recorded May 16; the other two dates yielded only slightly different results, and the hint that there may have been a third section of the song which was never fully recorded.

Another possibility for the water element is “The Water Chant,” a brief a cappella track — much like “Prayer” and “Do a Lot” — featuring wordless harmonizing that suggests the sound of water. It’s only a very small snippet, and would be the shortest known piece in the “Elements” suite, but if “Elements” was meant to be a single track composed of shorter segments, it would make sense for one or two of them to be fairly pithy.

As an interesting aside, the Smile version of “The Water Chant” was later inserted whole into the middle of the song “Cool, Cool Water” on 1970’s Sunflower. Because of this link, “Cool, Cool Water” has often been believed to be a Smile song, and a demo recording of it even appeared on the Vigotone bootleg. However, the song wasn’t actually started until the end of 1967 during the sessions for Wild Honey, then shelved and returned to later in 1970 — the demo on the Vigotone bootleg was probably from the Wild Honey sessions. The version which appears on Sunflower was assembled at the latter date, with overdubs and the addition of “The Water Chant,” from the original Wild Honey backing track. Although it’s not a proper Smile song, “Cool, Cool Water” does have a link to the Smile era, since it was first recorded just two weeks after the sessions dissolved, and it is a melodic relative of “I Love to Say Da-Da.”


Thematically, Smile was many, many things. In addition to the thread of Americana running through “Do You Like Worms?” and the other “Heroes”-related songs, the album addressed the natural world (the various “Elements” pieces and “Wind Chimes”), spirituality (“Prayer” and “Wonderful”), and health and fitness. The latter theme emerged from one of Brian Wilson’s primary concerns at the time, as expressed in his pre-Smile intention to record an exercise LP.

Brian’s interest in health, as with many of his interests during this period, could be considered almost obsessive. At one studio session, he even recorded a lengthy monologue in the guise of a public service announcement pronouncing the dangers of smog. On the actual album, though, there ambitions were primarily funneled into “Vega-Tables,” which was considered a major track, and the a cappella chant “Do a Lot” (which became a part of the Smile-era recording of “Vega-Tables” after a tenure in “Heroes & Villains”).

It’s curious that “Vega-Tables” was given such a prominent place on Smile; in many respects, it comes across as a bit of a frivolous joke, but, of course, that’s not so out-of-line with the album’s essential aesthetic anyway. In virtually every version — and there are many, as you’d expect — the song is driven primarily by piano and odd percussive noises and sound effects created with voices and mouth sounds. But for all its light-hearted mood and general silliness, Brian did intend for the song to have a serious positive message: he genuinely wanted people to eat their vegetables.

The song was first attempted in November in a fairly straightforward run-through of the main melody, with somewhat different, trippier lyrics by Parks, but “Vega-Tables” wasn’t really tackled in earnest until April. At that point, Brian was apparently dissatisfied with work on “Heroes & Villains,” and in April suddenly announced that the first single from Smile would be a song called “Vega-Tables,” backed by “Wonderful.” Brian even posed in front of a fruit stand for the cover of a potential “Vega-Tables” single. Then, he dove headfirst into sessions that were just as intensive as the ones for “Heroes.”

In stark contrast to the earlier November version, the April mixes of “Vega-Tables” were much more complex, in line with the multi-part composing that Brian had been attempting with the rest of the album songs. Certainly, it should not be thought that switching the lead single was an act of surrender or compromise by Brian; he intended the finished “Vega-Tables” single to be just as impressive as he had wanted the “Heroes” single to be, and he simply channeled his energy reserves into the new song.

One of the first elements added to “Vega-Tables” was the chant “Do a Lot,” which had first been recorded as a possible “Heroes” insert. Of course, it made much more sense in the new single, and it was Brian’s first choice for a fade, acting as an extended coda complete with a whistled melody and junky percussion. Brian may have later replaced this fade with the shorter section that’s been labeled simply “fade to Vega-Tables,” an upbeat jog through the main melody with “bum bum bum” vocals.

Perhaps the most interesting anecdote regarding this song is the story of those odd background noises that add a kind of percussive clatter to the verses. These sounds were created by the Beach Boys by chewing vegetables and drinking water, adding a distinctive playful extra to the arrangement. And, in a typically quirky move, the band brought in none other than Paul McCartney to chew vegetables with them. On April 10, McCartney spent the day in the studio with Brian and the Boys, playing them a recently completed demo record of “A Day in the Life” from Sgt. Pepper’s. Apparently the Boys and McCartney got along well, and later that night they recorded a joking cover of “On Top of Old Smokey” together. Al Jardine even remembers McCartney somewhat taking control of the “Vega-Tables” session from a passive Brian — which would be indicative of Brian’s feelings of inferiority and desperate competition with regards to the Beatles.

Nevertheless, Brian did complete a lot of work on the song in April. In addition to numerous takes of “Vega-Tables,” “Do a Lot,” and the new fade, he supervised a re-recording of the proposed b-side “Wonderful” and probably some other inserts and unused instrumental sections as well. Most of the existing mixes segue from the main section into the “Do a Lot” fade, then the proper fade — although Brian probably would have picked one or the other for the completed song.

This Smile version, this could’ve been single, bears little resemblance to the new take that was ultimately released on Smiley Smile later that year. The renaming to the more traditional spelling “Vegetables” was the least of the changes; the rousing piano melody of the intro was entirely replaced with a simple, repetitive bass line accompanied by the sound of water pouring and vegetables chomping. All of this was newly recorded during the home sessions in mid-1967, and its rough production and stark arrangement is a rather sad contrast to the full, grandiose versions Brian had mixed down in April and May. “Do a Lot” is also noticeably absent, and the song fades instead on a segment stolen from the Smile-era recordings, starting with the uptempo singing of “I know that you’ll feel better…”


As with many of the Smile tracks, “Cabinessence” was recorded piecemeal, with several different section comprising the finished song — although in this case all three known sections were recorded on the same date, October 3, 1966. Less complex than “Heroes & Villains” or “Good Vibrations,” “Cabinessence” was still a lovely track with very distinct movements, an excellent example of Van Dyke Parks’ impressionistic lyrics. Recording started on “Cabinessence” under the title “Home on the Range,” the name for the first section of the song, which featured a simple piano motif, plucked banjo, and horns. Vocals for this segment — the playful “doing doing” backing melody with a typically Parksian lyric — were recorded, but many bootleg recordings feature the first “Home on the Range” verse without the vocal overdubs. Either way, this piece provides a slow, languid lead-up to the next part.

Lyrically, “Cabinessence” follows several threads related to the Old West, including the expansion of America through the railroads, the immigrant’s role in the U.S., and life on the farm. Whereas “Home on the Range” was a laidback approximation of the old-time farm at dawn — an aural painting of a relaxing horseback ride across the plains, perhaps — in “Who Ran the Iron Horse,” the rapid development of the rail system completely alters life on the plains. The lyrics to “Home on the Range” provided a few clues of the shift to come (“welcomes the time for a change”), and the frantic pace of the next section is the embodiment of all the transformations that American society has gone through as technology evolves. The title line of “Who Ran the Iron Horse” is repeated rapidly over ascending backing vox, a thick bassline, and various instruments that get hidden in the maelstrom, conjuring images of swiftly revolving steam engine wheels.

The third section of “Cabinessence,” which is often left off some bootleg mixes, was called “The Grand Coulee Dam.” This section is musically somewhat similar to the earlier “Home on the Range,” with the lyrics “have you seen the Grand Coulee working on the railroad/ over and over the crow flies uncover the corn field/ etc.” Although it’s a lovely part, it apparently caused a surprising amount of controversy within the band. Mike Love in particular objected to the line “over and over the crow flies uncover the corn field,” asking Van Dyke Parks what it meant. When Parks somewhat cheekily replied that he didn’t know, this of course enraged Love, who firmly believed in concrete rather than abstract lyrics.

But despite Parks’ response, there does seem to be a fair amount of meaning invested in the lyrics to “Cabinessence,” although it accomplishes its objectives more through mood and images rather than any direct narrative. The lyrics to “Home on the Range” establish a pastoral feeling of innocence and quietude, evoking the old times before industrial progress changed everything, while the grating circular motif of “Who Ran the Iron Horse” represents the wheels of change itself. Coming on the heels of “Iron Horse” — which implies never-ending cycles of progress in its repetition — “Grand Coulee” is a more impressionistic account of the grand scale of progress. Perhaps it’s meant to be the perspective of a bird flying over America, watching railroads being built and farm machines at work. Brian described this particular part as Chinese laborers building the rail lines and glancing up to see a crow fly overhead.

Although many bootlegs simply string different recordings of the three sections of “Cabinessence” together in order to create a rough mix, the actual finished recording of the song would have been much different. The three-and-a-half minute version on the Sea of Tunes bootleg Unsurpassed Masters, Vol. 16 provides a good guide to the song’s structure, as does the more widely available version that the Beach Boys completed without Brian’s input for 20/20 in 1969. On the Sea of Tunes version, “Home on the Range” is used for the verses, with “Iron Horse” as a kind of simple chorus. The pattern repeats twice — verse/chorus/verse/chorus — before adding the “Grand Coulee Dam” section as a tag, fading out on the repetition of the line “over and over the crow flies uncover the corn field.” The version of the song included on 20/20 mimics this structure, using some of the same recordings, plus overdubs and some new bits.

In addition to the three extant segments of “Cabinessence,” Van Dyke Parks wrote lyrics for a fourth section, which was either never recorded or has since been lost. The lyrics for this part (which may have been recorded on October 11, if it was at all) go: “Reconnected telephone direct dialing/ different color cords to your extension/ don’t forget to mention this is a recording/ even though the echoes through my mind/ have filtered through the pines/ I came and found my peace/ and this is not a recording/ Doobie doo/ Doobie doo/ or not doobie.” Despite this exclusion, it is probable that “Cabinessence” was nearly complete very early in the Smile sessions. Brian returned to the song later in October and again in December, but the only rough mix available is the Sea of Tunes one, and it’s likely that despite Brian’s later attempts, the song was just about done in the state we can hear it in now.


Since Brian Wilson opened Smile with a hymn and once described these songs as “teenage symphonies to God,” it’s clear that spirituality was one of his main concerns when recording this album. “Wonderful” is the album’s most lyrically spiritual song, an examination of faith and innocence (or, more concretely, virginity) hidden within one of Van Dyke Parks’ serpentine lyrics. Certainly, the words Parks scribed for this lovely song are typically obtuse, with multiple meanings and entendres embedded in the layered lyrics.

One popular line of thought runs that the song is a literal (well, as close to literal as Parks ever got at this point) narrative about the loss of virginity, with the line “the boy bumped into her wonderful” being a fey reference to sex. Likewise, “God moved softly and moved her body” could be an interpretation of the onset of puberty, making the song about growing up and getting laid. Regardless of whether the thread of innocence in the song implies sexuality or not — I for one think it does — there is a definite spiritual undertone throughout, a sense that God, religion, and family can provide a sanctuary from the uncertainty of the future. The girl in the story (for “Wonderful,” more than any other song on Smile, is a story) is “never known as a non-believer,” and she starts safe and contented as a child, “loving her mother and father,” but somewhere down the line in the “mystery” of the future, she loses “it all to a non-believer.” Ultimately, of course, redemption comes in the form of her parents, who still love her; she abandons the non-believing boy who stole her virginity (and maybe got her pregnant, too?) and soldiers on in spite of her troubles.

It’s a naïve and pro-establishment tune that’s very much in line with Brian’s wide-eyed optimism and Parks’ love of all things Americana, and in Brian’s hands the song is absolutely gorgeous. “Wonderful” was first recorded very early in the Smile sessions, but as the pattern went, Brian was never truly happy with it. The basic instrumental track — a simple but lovely chiming harpsichord line (played by Brian), accompanied by bass, French horn, and ukulele — was recorded on August 25, 1966, Brian’s lead vocal was recorded October 6, and the Beach Boys recorded some ultimately unused backing vocals on December 15. This first version of the song, with just Brian and the session band, is the most widely distributed on bootlegs, and it formed the basis for many later edits.

Another popular (but lesser) version has become known as the “Rock with me Henry” mix because of its low, repeating background vocals of “oh pretty baby, won’t you rock with me Henry?,” forming a sort of vocal bassline under the instrumentation, which is notably more fleshed out than in the original version. Brian also recorded an insert for the song on January 9, 1967, which is probably the “hey baba ruba” breakdown section found on the vastly inferior re-recorded Smiley Smile mix. Other than this section, which sounds like a drug-fueled party interrupting the entire flow of the song, “Wonderful” contained no rotating sections and no drastic structural shifts. In the scheme of Smile, despite Brian’s dissatisfied re-recording, “Wonderful” was a delightfully simple song sitting serenely amid the chaos. The original remains the best existing copy of the tune — the breakdown and the “Henry” vocals merely distract from what is otherwise a beautiful song — and it’s one of Smile’s many puzzles why Brian wasn’t elated by “Wonderful” from take 1.


Although problems existed right along in the Smile sessions, the point at which things truly began to fall apart was probably during the vocal sessions for a song called “Surf’s Up.” One of the finest songs from this era, “Surf’s Up” was also one of the album’s most ironic titles, nodding back to the innocent Beach Boys of old while containing some of Van Dyke Parks’ most challenging lyrics. The basic instrumental track for “Surf’s Up” was completed in one day on November 8, 1966, with a group of session musicians brought in to provide the horn section (Brian may have later recorded string arrangements in January, but no tapes have ever been heard). The horn arrangements feature a lengthy, atmospheric instrumental build-up, with the horns providing both melodic and dissonant accents to Brian’s simple piano line and the minimal percussion.

The day before the instrumental sessions (November 7), in a warm-up session with the same musicians, Brian had instructed the players to use their instruments in decidedly untraditional ways. The result was a piece which has been dubbed “George Fell Into His French Horn” by collectors, an almost eight minute document of the horn section holding conversations through their instruments and creating weird noises at Brian’s instruction. An illustration of Brian’s somewhat unusual studio methods, this session was for “sound effects,” he told the musicians, but of course none of this was actually used. The actual “Surf’s Up” instrumental sessions the next day went beautifully, yielding some of the loveliest horn charts Brian ever wrote, coupled with piano and percussion. Oddly enough, Brian went to great lengths instructing the musicians at the session to make percussive sounds like jewelry jingling, but these sounds aren’t actually heard much in the finished instrumental track.

More problematic were the vocal sessions for “Surf’s Up,” held on December 15. By this point in the sessions, it was of course obvious that Smile would not be ready in time for the proposed Christmas release, and the rest of the Beach Boys were beginning to suspect that Brian was losing it. Mike Love and the other group members had already clashed several times with Van Dyke Parks over his lyrical content, especially on “Cabinessence,” and the stream-of-consciousness poetry which Parks wrote for “Surf’s Up” proved to be a breaking point for the band.

The vocal sessions for the song completely fell apart, apparently yielding nothing usable whatsoever other than fighting between Brian, Parks, and the rest of the band. Despite the Boys’ reaction, the “Surf’s Up” lyric happens to be Parks’ finest hour, a complex web of clever wordplay and evocative imagery. However, Mike Love, long an advocate of not “fucking with the formula,” would probably not have understood (or liked) the subtle wordplay and multiple meanings contained in lines like “columnated ruins domino/ canvas the town and brush the backdrop.”

With the vocals for “Surf’s Up” unrecorded, Brian’s project had taken a massive blow. The other Beach Boys couldn’t grasp the more avant-garde aspects of the Smile project, and both Brian and Parks were quickly growing frustrated with having to explain their art to an openly hostile audience. The very same night as the failed vocal session, after sulking alone in his car smoking cigarettes, Brian performed “Surf’s Up” solo for a CBS documentary called Inside Pop, recording himself at the piano singing the tune. A few days later, Brian again performed the song solo for “Inside Pop,” this time at his own home; this was the version actually used in the film.

It is the first, late-night solo recording, however, that has formed the basis for most of the widely available versions of the song. The most often bootlegged mix of “Surf’s Up” features the instrumental intro from the November 8 session, followed by Brian’s solo piano performance of the song, with a fade on the wordless high vocalizing at the end. It’s a beautiful realization of the song, even if it’s probably not how Brian envisioned it turning out.

More well-known than this bootleg mix, however, is the version which was officially released on the Surf’s Up album in 1971. This version may actually come closer to realizing Brian’s original intentions for the song, kicking in with the November 8 instrumental used as a backing track for the first verse. The vocals for this part were newly recorded by Carl Wilson, as was a new bassline. After the first “columnated ruins domino” chorus, the song splices in Brian’s 1966 solo piano performance, with new overdubbed backing vocals by the other Beach Boys. At the end, in what appears to have been a flash of inspiration from Carl, after Brian sings “a children’s song” there is an added coda featuring new lyrics and backing vocals singing the “Child is the Father of the Man” theme. This version is gorgeous in itself, as is the bootleg mix and both solo piano readings, but it’s impossible to know what a classic this song could have been if it had come out as Brian originally intended it in early ’67. More than any other song recorded for Smile, “Surf’s Up” evokes a profound feeling of disappointment and opportunities missed.


Although “Child is the Father of the Man” earned its “official” release as part of the coda to “Surf’s Up” in 1971, Brian had different ambitions for the song in 1966. If, as many assume, “Child” was to have been a three-to-four-minute pop song on Smile, then it is one of the least-finished titles to appear on Brian’s tracklist memo. The existing recordings of the song are largely instrumental, except for some vocal overdubs of the chorus, which simply repeats the title.

However, Brian made some rough instrumental mixes of the song which indicate that, had it been completed, it would have been much longer than the two minute version that can currently be heard on bootlegs. Brian’s mixes of the backing track roughly follow a traditional verse-chorus-verse structure, which would have made the finished “Child” a conventional pop tune, rather than the slight interlude it is now. Furthermore, Van Dyke Parks confirms that he wrote lyrics for the verses, but they were never recorded — probably because of the continuing contentious relationship between Parks and the Beach Boys.

What does exist of “Child” is deceptively simple, and it’s near impossible to extract any inkling of the finished track from these half-sketches and ideas. The song’s verse sections consisted of a simple, high piano melody and some muted trumpet in the background, lasting about half a minute before leading into the chorus with a pause and a handful of bass notes. The chorus is more full-bodied and dense, even with the low recording fidelity of most existing recordings; polished up and officially released, it would doubtless be breathtaking. There’s also an extended bridge that takes off on a slightly more galloping version of the chorus melody. Brian’s rough instrumental mix had a verse/chorus/verse/chorus/bridge/chorus structure, and this is likely the sequence that the finished song would have followed had Brian not abandoned it.

As for the missing verse lyrics, at least one contemporary account of a Dennis Wilson solo demo of the song recalls it as “a cowboy song,” which might link it to “Heroes & Villains” and the other songs from the Americana-themed suite that some scholars believe would have taken up much of the finished album’s first side.


After all these twists and turns and multiple takes and infighting, it’s a true pleasure to stumble across a nearly finished, relatively simple song amid all the Smile debris. “Wind Chimes” is a lovely ballad in three parts, and it was completed early in the album sessions and then left alone thereafter. The instrumental track was recorded on August 3, and the verses re-recorded on October 5; the vocals were added October 10. The song starts on a low-key note with a double-tracked vocal by Brian over a quiet melody that approximates the title chimes with vibes. This part blows up into a fuller section with a 13-musician band and backing vocals by the Beach Boys, which in turn transitions to a tinkling theme played on multiple pianos.

Curiously, though “Wind Chimes” was nearly complete in this version, and Brian was apparently content enough with it that he did no further work on it during the sessions, he re-recorded the song from scratch for Smiley Smile, where it appears in a very different form. This “official” version is almost painfully slow, the opening section featuring just a droning organ and tentative tinkles mixed low in the background behind the vocals, which are tackled by the entire group taking turns. Completely excised are the full band section and the piano fade; instead the song consists of the opening verse that was taken by Brian in the earlier version, ending with a new fade that features the lyric “when the whispering wind sends the wind chimes a-tinklin’.”

The comparison of these two versions provides some interesting insight into Brian’s thought process following the dissolution of the Smile project. When Brian left his fancy studios and went into a quickly jerry-rigged home studio, he left behind his entire previous aesthetic, and it shows in the rough production of Smiley Smile. The released “Wind Chimes” is so different from its earlier counterpart that it’s practically a different song, all its complexity and dynamics eliminated in favor of a passive — but admittedly lovely — calm. That Brian would choose to scrap the absolutely gorgeous, exciting Smile take, which was after all finished, and release this sub-par re-creation instead says a lot about his state of mind at this time, and possibly about his lack of involvement in many aspects of the Smiley Smile recording.

In the years since 1967, Brian has very seldom spoken about Smile, and until very recently has seemed unwilling to even think about that period of his life. As we can hear on the 1967 material he did release, that clean break started not long after the album sessions fell apart. The re-recordings of “Wonderful” and “Wind Chimes” completely dispensed with the extensive archive of Smile music, and “Vegetables” relegated the older material to a brief fade. In fact, of the Smile songs released on the album, only “Heroes & Villains” contained a sizable amount of older material. Of course, Brian hadn’t really been happy with most of the original mixes of these songs anyway, but it’s hard to believe that he liked the Smiley Smile versions — which sound essentially like demos — better. Rather, this was a conscious decision on Brian’s part to bury that part of his past, and he started by burying the music and alienating his fans by releasing shoddy new versions.


Of all the songs on the semi-official Smile tracklist, none are more surprising than “The Old Master Painter.” Seemingly a half-realized medley, this track feels somewhat out-of-place amid the much more ambitious company of songs like “Heroes & Villains” and the various multipart suites. Why, on an album heavy with high concepts and complex structures, would Brian choose to include a song that merely pairs up the standard “The Old Master Painter” with “You Are My Sunshine?” The answer, of course, is the same as with virtually all things Smile: no one really knows.

What we do know is that the idea came from something as simple as Brian thinking it would sound great to re-do “You Are My Sunshine” with a melancholy mood. The idea was first featured in an early, unheard mix of “Heroes & Villains” that Brian erased immediately after recording it, and sometime after that he seems to have developed the short sketch into its own separate track. The song — which is barely over a minute as it exists today — featured a short instrumental take on “TOMP” before shifting into a low-key rendition of “Sunshine” with a beautifully sad lead vocal by Dennis Wilson. There also is a version without the vocal overdubs (heard on the Sea Of Tunes one-disc boot), but otherwise not much else is around. The instrumental sessions were all tracked in one day on November 14, 1966, and Dennis’ vocal was recorded just a couple of weeks later on November 30. The song would have been slightly longer as Brian originally intended, but he removed the Western-sounding fade (recorded the same day as the rest of the tune) from it and added it as a tag to the “Cantina” mix of “Heroes & Villains.”

Still, even with the tag, “TOMP/Sunshine” would have been the shortest song on Smile, probably by quite a bit. Since it’s placed last on Brian’s song list, it might’ve been considered an outro to the album, which would have had interesting consequences for the record’s flow. Certainly, it’s easy to imagine as the closer, but then we would have an album called Smile that began with a kind of church hymn and ended with an ironically depressing cover of “You Are My Sunshine.”


In addition to the proper songs listed on the Smile tracklist that Brian sent to Capitol, the sessions yielded countless other small gems and song fragments. The various other tracks not already mentioned have often been talked about and placed in various roles on the album, but in all likelihood virtually everything that can’t be linked somehow to one of the 12 “official” songs was probably nothing more than an outtake. Considering how prolific and diverse the album sessions were, it should come as no surprise that Brian produced a lot of material that he perhaps never intended to use, but many of these scraps have proven nearly as interesting as the actual album material.

One of these fragments is a short vocal melody which was released as the first part of “She’s Goin’ Bald” on the Smiley Smile album. This segment was attempted several times during the Smile sessions, and like many of the shorter songs from this era it may have gotten its start during a “Heroes & Villains” date. Two different versions of the song exist from this era, the first featuring an early lyric about someone giving a speech (it was called “He Gives Speeches” in this incarnation), and another featuring the more familiar lyric from the Smiley Smile version. The original lyrics were written by Van Dyke Parks, and Mike Love rewrote them (typically) to be less circuitous and more narrative for the official release. The short “She’s Goin’ Bald” as recorded for Smile forms the basis for the intro to the later three-part released song — the second section is a wild, haphazard play with distorted voices speak-singing Broadway style, and the third is a nice little boogie-woogie sing-a-long with the lyrics “you’re too late, momma/ ain’t nothing upside your head.” These two later bits were recorded specifically for Smiley Smile, and the group also re-recorded the first part based on the original Smile track.

Brian recorded many short snippets like this for Smile — “Whistle In,” “You’re Welcome,” “Do a Lot,” the existing short versions of “Da-Da” and many others — and it’s really not certain what the purpose of this piece might’ve been. Van Dyke Parks, on his Song Cycle album (recorded and released after Smile collapsed), included a few similar short ditties as separate tracks, but it’s doubtful that Brian would have done anything similar. Domenic Priore would probably bring up his notion of link tracks — that the various snippets would have served as connectors between proper songs — but as with many of Priore’s speculations, this idea seems to be based more in wishful thinking and guessing than any actual evidence. As with many of these short pieces, “She’s Goin’ Bald” was probably recorded specifically for “Heroes” and abandoned when it was removed from that song.

In addition to the wealth of short song fragments written and recorded for Smile, Brian worked on a number of instrumentals for the album. The story of these songs is surprisingly complex, and made even more confusing by rampant misnaming on bootlegs, though the songs themselves are worthy of discussion regardless of the confusion.

“Look,” which has often been mislabeled as “Holidays” on bootlegs (most notably the Vigotone set), is a lovely little instrumental that conjures a lighthearted springtime mood. Or, more properly, it’s a full song for which only the instrumental part has survived. The sessions were held August 12, 1966 with an 11 musician group, under the name “Untitled Song #1.” By October 13, when the vocals were supposedly recorded, the song had been renamed “I Ran,” though a tape box for the song was labeled “Look,” which is where that came from (“Holidays” is another song altogether).

The vocals for “I Ran”/“Look” (if they ever indeed existed) have regrettably gone missing, but what remains is an absolutely gorgeous instrumental that rises and falls with a rough alteration between verse and chorus. The song starts with a plaintive piano and horns before exploding into the energetic chorus part, with an insistent rhythm on piano, bass, and drums. This is countered by another melodic section led by tinkling vibes and a flute playing the melody line. Although the tune works perfectly well as an instrumental, it does sound at times like some vocals would have been a natural addition, despite the lack of a proper verse/chorus structure.

The other part of the naming debacle is “Holidays,” which was how “I Ran” has often been labeled. In fact, “Holidays” is a totally different tune. It first surfaced on the Vigotone set, where, ironically, it was called “Tones/Tune X” (again, a different song; more to come). Like “I Ran,” this was an early Smile song that Brian cut from the running very early on and never worked on it again, though unlike the former song “Holidays” was apparently meant to be an instrumental.

The session was logged on September 8 with Van Dyke Parks in attendance, as he often was early on, apparently playing the piano part. The song starts with the should-be-famous glockenspiel part that Brian — as heard on the session tapes — seemingly spent an eternity coaxing out of the poor musician. After this, it shifts into another upbeat instrumental of the traipsing-gaily-through-meadows sort, with the glockenspiel accompanying a shivery keyboard part barely heard in the background, steady drumming, a horn section, and occasional slide whistles. Brian can be heard instructing the musicians on the sessions to “make it feel like a Dixieland thing here in the room or something,” a directive the horn players live up to with some soulful and melodic blowing. In fact, one of the striking facets of Smile is that none of its music, despite being played almost entirely by a huge cast of ever-changing session musicians, is lacking in passion or energy — a tribute, perhaps, to the quality of musicians Brian found, the inherent quality of his songs, or the deference and ambition he inspired in everyone around him. Most likely, a combination of all three.

Interestingly, although “Holidays” disappeared from the recording process very early in the Smile sessions, a part of it did surface eventually. The shimmering vibes coda that fades out at the end of the song was re-used for the “whispering winds” section that was added into “Wind Chimes” on Smiley Smile. As for “Holidays” itself, the song was discarded by Brian some time after recording it, as with probably many other songs worked on during the early Smile sessions. By November or December of 1966, Brian had a clearer idea of what he wanted to do, at least enough so that he could narrow his efforts down to the 12 songs listed on his Capitol memo, leaving behind songs like “I Ran” and “Holidays.”

Although they have never actually been heard or any tapes found bearing their marking, two of the most intriguing of the late-Smile-era recordings were called “Tones” (alternately, “Tune X”) and “I Don’t Know.” All three song titles appear on recording sessions from late in the sessions, and the identities of these mysterious songs remain unknown. For a long time, “Tones” was believed to be the instrumental now known as “Holidays,” and “Tune X” was thought to be a recording session for the tag to that song, but tape boxes have since revealed the real title of “Holidays.” The Vigotone bootleg was the first to perpetrate this error, labeling “Holidays” as “Tones/Tune X” and “Look” as “Holidays.”

The current theory regarding these mystery titles raises some much more interesting points about the late Smile period. It is known that, towards the end of the sessions, both Dennis and Carl Wilson logged studio time to record their own compositions with session musicians. By this point, it was probably quite clear that the album was not going to be completed, and these dates were a desperate attempt to salvage some workable material. Perhaps Brian had already relinquished his grand notions of a unified vision, and simply wanted to put together an album, even if it wasn’t all written by him. Thoughts of a more egalitarian Smile aside, no tapes of either Dennis’ or Carl’s contributions have ever surfaced, though it is probable that “Tones” and “Tune X” were two different working titles for Carl’s song, and “I Don’t Know” (which was recorded on January 12) was a working title for Dennis’ composition.

As if it wasn’t already obvious, the Smile sessions were pretty far removed from anything coherent or focused, and Brian himself also turned out numerous instrumentals and titles that have never surfaced. Although the June 2, 1966 date for “Inspiration” was probably just one of the final sessions for “Good Vibrations,” and not an unheard instrumental as was previously believed, many other brief snippets and sections do exist in the vaults somewhere, just waiting for collectors to find them. A piece called “Jazz” was apparently recorded at the November 29 “I Wanna Be Around/Friday Night” date, and literally dozens of similar pieces remain to taunt tape archaeologists.

Additionally, Brian went somewhat out-of-character to record covers of Wilson Pickett’s “In the Midnight Hour” and Burt Bacharach’s “Little Red Book” during the late Smile period. Considering the fact that he had just a year earlier released the Beach Boys’ first album of all-original material (“Sloop John B” doesn’t count, since it wasn’t Brian’s idea to include it), the decision to record any covers for possible inclusion on Smile was probably another sign of desperation as recording on Brian’s own songs ground to a halt. If Brian ever truly had control of the recording process — which is certainly debatable — he had thoroughly lost it by the early months of 1967, and he was floundering around desperately looking for some creative direction, or at least trying to record enough material to get some product out to appease Capitol’s clamoring for an album.


So where does all this leave us? What great epiphany has been reached by sifting through the mounds of Smile detritus left lying like erstwhile sand dunes dotted across the California shore? What revelations have been revealed regarding the mystery of artistry or the nature of creativity?

To be totally frank, none.

In sum, the exploration of Smile only uncovers more mysteries and befuddling questions than it answers. Each track recorded during 1966 and 1967 is its own intriguingly twisted maze, a series of blind alleys and false endings with no resolution possible. What Brian intended for the album is totally a matter of speculation, no matter what you hear to the contrary — even the recently announced Smile concerts planned for early 2004 may not definitively set anything to rest regarding this greatest of all musical Rubic’s cubes.

The question — that’s THE question — is, did Brian even know himself what this record would have been? Or was Smile, as many have suggested, really the one that got away from even its creator? It’s possible, even likely, that Brian Wilson had simply bitten off a lot more than he could handle in 1966. Sure, there were the drugs and the label troubles and the Beatles and the Mike Love troubles and all sorts of other outside pressures acting on him, but the album itself, Smile, was its own kind of pressure.

Just a cursory look at the scattered fragments left by this album, all the half-finished songs and missing vocal parts, and the inevitable conclusion is that it’s all a confused mess. But did Smile look any different to Brian back in 1966, or did he see the same thing as we do? Looking at what he’d recorded, what he’d made, I think Brian did start to see nothing but chaos and randomness as 1966 turned into 1967. He’d once before, on “Good Vibrations,” brilliantly transformed such chaos into the best pop song ever recorded. In fact, it was that very chaos that had made “Good Vibrations” such a timeless, instantly classic track. Yet Brian probably didn’t realize just how risky it was to flirt with bedlam like that when he dove into the album-length project.

What had worked so spectacularly on the single failed to pay off with Smile largely because, among others things, Brian didn’t seem to have a clear vision of what he was striving for. At certain points, perhaps, he had a vision for individual songs (his feverish activity on the “Cantina” version of “Heroes & Villains,” for example) but his aims for the project as a whole never really coalesced. Remember, this was an album borne out of very different ambitions, a kind of mixed bag of all of Brian’s post-Pet Sounds half-baked ideas and sketches. In 1966, he was overflowing with creative energy and eager to aim high; he said as much in interviews and informal chats, always on about beating the Beatles and making the best album ever. These are not easy aspirations to shoulder for a guy who’d been catapulted to fame in a very short time, and had matured just as quickly from an overdeveloped adolescent to an intellectual, emotional wellspring of a man.This, then, is the reason for Smile’s current fractured state. It is not that time has rent the album apart and shrouded in fog the conditions of its formation. It’s telling that even many of those who were actually in the studio with Brian don’t seem able to shed any greater light on the album that today’s most assiduous after-the-fact historians. Clearly, Brian’s difficulty in articulating his ideas to others in a way that made sense — a failure that’s painfully obvious on most of the session tapes I’ve heard — was majorly culpable in preventing Smile’s release, and I believe that Brian had difficulty enlightening others because he himself was in the dark. Look at the wealth of music recorded for the album that was apparently never even intended for use: Brian was casting around for ideas, restlessly experimenting in search of something that would click with him. All his nonsensical recordings like “George Fell Into His French Horn” and the uniquely unfunny comedy sketches, all his endless re-recording of parts and shuffling of sections from song to song, was an endless quest for a very specific kind of perfection that was just outside his grasp.

What this perfection may have sounded like, of course, is anyone’s guess. Listening even to the remains of Smile that exist today, it’s not hard to imagine the album as Brian did: a spectacular testament to hope, happiness, and love cased in some of the loveliest, most original pop music ever recorded. Those are just dreams, though, imaginings of wistful fans, and it’s much more problematic trying to conform the vision of Smile we have today into the mold of what is essentially a fictional standard in ‘60s pop. The Smile we can get ahold of now is not an album in any traditional meaning of the word. There is no song list that can be considered definitive, no distinction between the outtakes and the tracks meant for the final product. Instead, we are left to sift through infinite potential albums, and the sheer conglomeration of possibility and promise held within each 30-second overdub or snippet of studio chatter is nothing short of breathtaking.

You see, if the legacy of Smile doesn’t quite live up to Brian’s (or our) grandiose goals, it is also so much more than its author or its fans could ever have hoped. Had this record been released in 1967, it’s probable that it would never have reached the legendary status it holds today. Indeed, though it’s painful to admit it, the concerns Mike Love expressed regarding much of this music were probably valid — not in an artistic sense, but in a commercial one. Despite Brian’s considerable Top 40 ambitions, it’s hard to imagine a lot of the Smile material (excepting “Heroes & Villains” and a few others) finding much of a connection with close-minded audiences, particularly in light of the similar failure of the phenomenal Pet Sounds to find that success in America, where the Boys had formerly reigned atop the charts.

With no expectations behind the music, with no hype machine or nostalgia working on the listener’s ears, stumbling across Smile today is virtually an unparalleled experience in music. Go in, as avid fans in 1966 and 1967 could not, with totally open ears, and hear for the first time some of the most amazing music ever recorded. Search through shoddy bootlegs and reissue bonus tracks, scour obscure tracklists full of naming errors and outright fakes, all in an endless quest for the moments of transcendence that make everything worthwhile.

Ed Howard

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