In April 1993, celebrating our 8th anniversary, like we’d forgotten to do it the month before (entirely possible) because the launch was March 1985, we ran a cover of upcoming actress Adrienne Shelly kissing Evan Dando of the Lemonheads. I mean, really kissing. No-one, we were delighted to discover, had ever shown two people with their tongues in each other’s mouths on the cover of a mainstream magazine before.

This was for our story the A-Z of Alternative Culture, and S was for sex. Which, honestly, is not exactly alternative, in that it is one of the most common things people do (or at least should be). 

More from Spin:

• Altin Gün Salutes Neşet Ertaş On New Album
• How a Still-Defiant Shepard Fairey Turned Punk Rock Attitude Into 30 Years of Activist Art
• Repelican’s Jon Ehrens Ponders the Cosmos

I, ahem, came up with the concept of a sexy kiss between two sexy people — again, this is not precisely the most innovative concept in the history of publishing, but, even in 1993, it was provocative, and that’s what we wanted. Pretty much always.

I asked Loren Haynes, a brilliant fashion and art photographer, and for a while our Staff Photographer, to do the shoot. This is one of the outtakes. By this point, they weren’t even listening to Loren.

How did you approach the shoot?

I felt the best way to get the shot to work was to find an actress trained and experienced in creating that reality for the camera or stage; in this case, it was both, with no narrative to follow other than we need to believe they embody enough passion and sexual chemistry to sell and capture that kiss. It took hours, but we got it. 

I don’t remember who selected Adrienne. It wasn’t me. Whoever it was, it was a great choice. 

How did you make them comfortable?

Preparation, preparation, preparation. I requested to be put up at the same hotel as Evan so we could spend time together the night before. I needed to get him comfortable with what we were looking to achieve. He was nervous about the kiss, being shirtless. We hung out in his room and spoke about his songwriting, he played a couple unfinished songs on his guitar. 

Adrienne had had starring roles in two independent films, The Unbelievable Truth in 1989 and Truth in 1990. I asked her to be the assertive one, and seduce Evan and that I felt that Evan would fall right in. It didn’t take long for the two to click. It had to not be forced. That was the challenge and you can see in this shot, it clearly worked.

Adrienne brought to the shoot exactly what was needed and we got an image that would live as a moment in time, for years to come. It’s been written about often and it’s included in the HBO documentary Adrienne.

To see our running list of the top 100 greatest rock stars of all time, click here.

Mark Webber’s musical and life journey has taken some unusual turns. Growing up in the north of England, he became an ardent fan of Pulp, the groundbreaking Britpop band fronted by Jarvis Cocker. Over the winding course of four decades, Webber would go from fan to fan club president, tour manager to support musician to full band member. 

While Pulp got started in the late-1970s, the band bubbled under as little more than a cult sensation. They began releasing albums in the ‘80s, but their first three releases didn’t even chart. The British listening public belatedly caught up with them: 1994’s His ‘n’ Hers went Gold in the UK. Pulp’s fifth album, 1995’s Different Class broke though massively, going 4x Platinum in the UK and charting in eight other countries. With that momentum, Pulp entered a lengthy and sustained period of popularity, becoming leading lights of the Britpop era alongside Blur, Oasis, and Suede, all bands that came along years after the arty rockers from Sheffield.

More from Spin:

• Altin Gün Salutes Neşet Ertaş On New Album
• How a Still-Defiant Shepard Fairey Turned Punk Rock Attitude Into 30 Years of Activist Art
• Repelican’s Jon Ehrens Ponders the Cosmos

From his earliest days, Webber – a self-described hoarder – collected all manner of Pulp-related memorabilia. Now he has compiled the best of those bits along with written narrative in a dazzling book, I’m With Pulp, Are You? It’s essential reading for anyone interested in the saga of the massively popular (everywhere but the U.S., that is) band, and it’s a fine visual accompaniment for those belatedly discovering the joys of Pulp and its music. 

Mark Webber spoke with me about his unique perspective on the band’s history. 

Wide-eyed Fan to Fanzine Editor

“There was a very small independent record store in the small town that I grew up in; it was the place where all the alternative kids would go and hang out. In 1985 I was 15 years old, and the people there knew my musical inclinations. The Little Girl (With Blue Eyes) EP had just come out; they played it for me and said, ‘We think you’ll like this.’ I bought it and played it so much that within a year I’d had to buy a second copy as I had worn it out. 

“In January 1986 Pulp were coming to play a concert in Chesterfield. I went along to the soundcheck to interview them for the local music fanzine I had started. I was just a clueless, naive kid. They were not much older than me, but at that age, a few years is a big difference.

“This concert was shortly after Jarvis had the accident where he fell out of a first-floor window trying to impress a girl. So he performed a few concerts from a wheelchair: wheeled onto the stage, did the show from the wheelchair, and then at the end of the concert he stood up and walked off! You were not sure if this was some kind of prank, something to try and seem more interesting, or what the hell was going on. 

“Pulp had these strange, twisted ballads and some abrasive, abstract songs. The keyboard player looked like a doll, and the drummer looked like a cartoon character. Russell [Senior, guitar] looked like David Byrne or Ron Mael, with crazy staring eyes. Jarvis was this strange troubadour character with a goatee. I was taken by the idea that something so original and artistic and creative could be happening 12 miles away from the town where I was going to school. 

“There were no signs of success in terms of being on the charts. The last single that lineup released was [1987’s] ‘They Suffocate at Night.’ They shot a video for that in Sheffield; me and a friend were there. They shot through the night, and the band actually split up at the end of the video! When you are a fan and you hear that, you think, ‘That’s the end.’”

Fan Club President to Tour Manager to Auxiliary Player

“People were starting to get interested, but there were no records coming out and the concerts were very sporadic, so it was difficult to develop an audience. We started to collect people’s addresses; we’d send them flyers and things. It developed into a fan club as people became more interested. In the beginning, they didn’t have a press officer, so I became a sort of mouthpiece for the band. 

“It seems a bit grand to say now, but from the fans’ point of view I became the ‘conscience’ of the group. I was president of the fan club. When I handed it over, there must have been a few thousand members.

“I did a thing where I cut up a pair of Jarvis’s trousers to send out to fan club members. I cut it into 500 as an edition of a certain number of objects. I don’t know where I got the idea to do this!

“We did a few publications that were nice; we did a fanzine called Disco-very. And then I started to do a series called The Pulp Scrapbook, collections of press from the early period to show people that were coming to the band later that there was all this history for them to discover. It just got to the point where there was so much press, we just couldn’t keep track of it all. And it kind of speaks to what I’ve ended up doing with this book.

“I was slowly getting more and more involved in what they were doing, but I wasn’t part of any contracts or anything like that. I wasn’t part of the business discussions other than what I was needed to do as the tour manager. 

“Once I started playing with them at concerts – which began with them giving me parts to play because they didn’t have enough hands – then the rules of engagement got a bit blurred, and there was some frustration. But I didn’t really voice it that much because I was just happy to be along; it was like living the dream.”

A Different Class of Musician

“We wrote the [1995] Different Class songs together. ‘Common People’ came out, and it was a huge success. I was informed that there was a meeting upstairs with the band and the managers and I wasn’t invited. It went on for a long time, and then they said, ‘Can you come upstairs?’ I was thinking, ‘Well, this has been great. They’re about to be massively successful, and they’re going to say, “Thanks for your help, but… see you around.”’

“But I misjudged them quite severely, because Jarvis said, ‘We’ve been talking about it, and we’d like you to join the band.’ It was such a shock. I didn’t reply; I didn’t say yes or anything, really. I don’t think I ever did.

“Me coming in as a creative contributor skewed things in a certain direction, because I’ve got my musical influences and they all had theirs. One of the unusual things about Pulp is that everyone has quite different tastes and brought different things to the band, and different levels of musical inability. We know none of us were very competent musicians, really. 

“The This is Hardcore [1998] period was my sort of Lamonte Young, Terry Riley minimalist period. That kind of influence does pervade a lot of those songs, although our songs are kind of dressed up like some kind of intelligent version of pop music. There was this moment when we were doing these more arty kinds of things, and I guess that was because I was pushing the group a little bit in that direction.

“When the band went inactive in 2003, we did think it was the end. It didn’t end badly; no one really fell out. We just had enough. For me at the time, it was the end of music. I had enough of engaging with the music business; I didn’t listen to records for years. I just listened to talk radio. I didn’t have any instruments in the house for about eight years; I just had to get away. I became a curator of avant-garde film programs. 

“It always seemed like Jarvis wasn’t interested [in reuniting], and I was definitely not interested. I was loving all the other stuff that I was doing. But in 2011 Jarvis rang me up out of the blue one day, and said, ‘I’ve been persuaded that this might be a good idea. What do you think?’ If it would have been five years earlier, I don’t know what my response would have been. But enough time had passed for me to think, ‘Well, let’s see how it is.’ And once we got together and reminded each other of the chords, it was obvious that there was something there that was kind of great, so we decided to go for it.

“Playing ‘This is Hardcore’ and ‘F.E.E.L.I.N.G.C.A.L.L.E.D.L.O.V.E.’ and ‘Common People’ night after night is okay, but it’s nice to play some different things. [Since reuniting again in 2020] we haven’t done any recording, but we do have quite a lot of songs. A couple are Pulp songs that never got finished back when we were active, and a couple are new things that have come about recently. We’re not completely sure if we want to get involved in making a record. We are going to play some more concerts next year, so we’re not finished yet.”

To see our running list of the top 100 greatest rock stars of all time, click here.

Combining art rock and a sense of the absurd, They Might Be Giants has never fit comfortably into a musical genre. From their start, childhood pals John Flansburgh and John Linnell have done things their way. Since their start in 1982, they’ve released more than two dozen albums, scored unlikely alt-rock hits (among them “Ana Ng,” “Birdhouse in Your Soul,” “Twisting” and “Snail Shell”) and a popular video – a cover of the 1953 novelty tune “Istanbul (Not Constantinople)”—while essentially rewriting the rules of what it means to find success in the music world. 

Flansburgh succinctly sums up They Might Be Giants’ saga-so-far. “We started as an indie act; we had a very long career as a DIY project. Then we got signed to a major label, had a decade-long career there, and had a certain amount of success. And from the moment we broke off our communication with that label, everything got so much more interesting and open-ended. We ended up having a ton of very artistically satisfying experiences. The TMBG story breaks out of the sort of Behind the Music tale, which is, ‘write some songs, do drugs… and stop.’”

More from Spin:

• Altin Gün Salutes Neşet Ertaş On New Album
• How a Still-Defiant Shepard Fairey Turned Punk Rock Attitude Into 30 Years of Activist Art
• Repelican’s Jon Ehrens Ponders the Cosmos

TMBG’s story is still being written: a new live album, Beast of Horns (out October 25 via the TMBG store) brilliantly captures the full group in its element. Ushering in a fourth act in the TMBG story, the five-man band is now expanded to include a three-piece horn section, and the group has just announced a run of tour dates well into 2025. Over the course of a wide-ranging and lively conversation with Spin, Flansburgh charts the course of the band he co-founded more than 40 years ago.

Act One: Pre-TBMG and the Indie Years

“We were high school kids writing quirky and idiosyncratic songs. But there were antecedents, breadcrumbs there that would kind of lead to where we ended up. “We did a cover of ‘Don’t Worry Kyoko (Mummy’s Only Looking for a Hand in the Snow)’ by Yoko Ono, but we were both singing in Rod Serling voices… apropos of what, I’m not exactly sure.

“Alternative rock was barely even a thing in Brooklyn. I would hear about all these bands like Green On Red or the Pandoras; I’d read about them in SPIN, but I would never hear them. There was no college radio we heard that was playing that stuff. Where we lived, we didn’t get MTV. Most of my ’80s and ’90 was neck-deep in hip hop.

“John had been in a band called the Mundanes, a big college rock band in Providence, R.I. that was very successful on the Brown campus. They wanted to have careers in music, but over time, a sense of gloom kind of came over them. And that informed us professionally; we thought, ‘If we do something that seems interesting to us, we will never regret however much time we invest in it.’ And that led us to an aesthetic that combines our sense of humor and our obtuse, snobby art rock sensibility. 

“We started doing shows in these very small performance art places. We started when we were 23, 24. But the audiences were older than us, which was kind of strange; they were mostly people in their early 30s. To my eyes, the East Village seemed really dominated by hipsters who had kind of been around the block; even the performers had kind of been around the block!

“When we started, there was no circuit of venues around the country. We released our first album in ’86—which was years into our being a live act—and then followed it up with Lincoln in 1988. By the time ’88 rolled around, there was an absolutely established set of places to play.”

Act Two: A Decade With the Majors

“When we signed with Elektra, we had already sold hundreds of thousands of records. The biggest friction we had with them initially was that we were already ‘too developed’ as an act. We had done all the brand work (I hate that phrase). We felt very confident that we were going to do good work, and we really didn’t want to be messed with.

“Still, everybody acts as if the labels are the enemy; it’s just not true. Some of the nicest people I’ve ever known worked for major labels. They spent dedicated years of their lives trying to figure out how to take [our] square peg band and shove it through the round hole of American popular culture.

“The biggest commercial breakthrough of our career was through MTV. It’s Christmas; I’m at home watching my parents’ cable TV. I turn on MTV, and there’s Whitney Houston, and then there’s us. I’m like, ‘What’s right with this picture!?’”

“At Elektra, they were sometimes like, ‘We would like to do things a little differently.’ And we were like, ‘Oh… interesting. I’ll stop talking now, and we’ll leave this meeting.’ We had enough life experience with retired cocaine dealer rock club owners, so we knew how to walk out the door nodding our heads and then just not doing what they said. 

“The [1992] Apollo 18 album is the peak moment of us working with drum machines, sequencing and self-made sampling, of working in the MIDI cave. We really spent a lot of time working on it, but at the other end of it, we realized [as a duo], ‘We can’t do this album live!’ 

“Going to a full band lineup around the time of Apollo 18 kind of established us as ‘band leaders’ as opposed to being the two guys in a three-legged race. The appeal of the live show became universal; we could play and everyone would start dancing. We had started as kind of an art rock experiment band where nobody ever danced. So this was a very organic improvement on what we were doing; it was an emotional victory.”

Act Three: They Might Be Autonomous

“When I talk about [the music business] to other managers, it was all about extracting the most amount of money from the record companies for tour support; you would hit them up for all this stuff. And that just wasn’t our style; we didn’t care that much.

“We were invited by Elektra to take less money for the next record project. It was like, ‘We will continue to give you our ‘B’ effort, and you can probably do well fending for yourself because you are tenacious and hardworking people.’ We saw that as an opportunity to leave.

“All of a sudden, the phone started ringing. Calls inquiring about our availability to do this or that came directly to us as opposed to Elektra.

“Starting [TMBG’s own indie label] Idlewild Recordings was pretty easy. Our training as indie people doing DIY stuff in the ’80s made it easy. Our first couple of records were licensing deals; we made those records ourselves and licensed them to Bar/None, so we own those records. We already knew the value of holding on to our stuff.

“The big challenge was to do the horse-trading stuff that a band on their own can’t really do. If you’re really going to be an indie artist, you have to give up on anything that involves cultural gatekeeping or the politics of popular music. You’re going to have to find your own audience.

“We had already been trained to find our own audience, and we were happy. At the core of it, we feel like our job is to be as persuasive to the person in the back row as we can be.

“We’ve had a tremendous amount of luck in every sense, down to John and I being able to stand each other. We’ve been stuck in very small vehicles driving very slowly, late to somewhere, for like 40 years. We have every reason to despise each other. And yet I find John to be a very fun and easy person. When we’re going out on the road, I always want to ride with John, and listen to the radio and talk about music for seven hours.”

To see our running list of the top 100 greatest rock stars of all time, click here.

Punk legends NOFX called it quits this weekend in front of 15,000 fans in San Pedro, Ca, with “Fat Mike” Burkett, Eric Melvin, Aaron “El Hefe” Abeyta, and Erik “Smelly” Sandin playing their final show.

The story of their retirement isn’t a short explosive one, but a long, drawn-out saga spanning multiple decades and complicated relationships.

More from Spin:

• Altin Gün Salutes Neşet Ertaş On New Album
• How a Still-Defiant Shepard Fairey Turned Punk Rock Attitude Into 30 Years of Activist Art
• Repelican’s Jon Ehrens Ponders the Cosmos

“People might ask ‘Why would you want to stop doing this? Being in a punk rock band — specifically a punk rock band — is probably the best job in the world,’” Burkett says as sits in one of NOFX’s handful of trailers at Chicago’s Riot Fest, the penultimate stop on their final tour that stretched over 18 months. “I’ll tell you why. Generally, we’d tour about three weeks at a time, and never more than four shows a week. We work for an hour and a half per night, and the rest of the time, we just do whatever we want. When you’re in a punk band, you don’t have to practice as long as you know the songs a little bit. When we fuck up every night, people think it’s charming, but if someone like Lady Gaga or Barry Manilow plays a wrong note, it’s a big deal. So why would we quit this job that’s so easy? Actors have to fucking learn lines and do 16-hour days. Writers have to fucking write original material all the time. All of the other artists have it much harder than we do. It’s the best job in the world. Why would I give that up?”

Well, there’s no way we could explain it, so here’s the extremely abbreviated and story of the last 25 years of NOFX as told by the members of NOFX.

The Decline (1999) / Pump Up the Valuum (2000)

Eric Melvin: There was a good decade or so after [Punk in Drublic] that we were just riding the wave of success and possibilities of what we could do. We kept making record after record, and talking about how we could keep making this high-energy riffy stuff without just making Punk in Drublic over and over again. We were very intentional in making sure it wasn’t just the same thing. We knew we were gonna piss off some people, but that’s punk rock and it’s exactly what we needed to do.

Aaron “El Hefe” Abeyta: The scene was the biggest it’s ever been. We were the headliners on the Warped Tour like every other year, and playing huge festivals with bands like Rancid and Bad Religion both here and overseas. It was about that time we went to Japan, and we were discovering that we were all big everywhere else too. I think we were just discovering that we were pretty big all over the world. We could play anywhere and an audience would come.

Erik “Smelly” Sandin: Everything was on cruise control back then, so there’s no definitive thing that jumps out to me. Mike was all about being the businessman, not the drug guy. He wasn’t the cross-dressing, look-at-me guy yet. It was like the era of Green Day and the Offspring kind of calmed down, but we found a very solid niche in the music world.

Mike “Fat Mike” Burkett: When I wrote those albums, Bill Clinton was in office, and you really couldn’t complain about anything. He bombed some big pharmaceutical company’s laboratory in the Middle East and deregulated banks, but no one saw that as a bad thing at the time until the real estate crisis. I was more concerned with the prison system at that point — as you can tell by the lyrics — and I was gonna go into prisoner rights more, because that’s what I was interested in. You couldn’t really be mad about politics at the time, because there was a fucking surplus in the country and things were generally pretty good — but boy do things change real fast.

The War on Errorism (2003)

El Hefe: We were having a lot of fun our whole career, and we were making great money at that point. Then Mike got really heavy into politics with Rock Against Bush and all that, and that was the first time we realized that some of the punk people were Republicans and would just be like ‘Fuck you!’ Some of our friends’ bands didn’t want to be involved because they were right wing or whatever, but the whole thing was a lot of fun for the most part.

Smelly: We had some goofy, stupid lyrics, but there was some political shit in there on the earlier stuff. I think it felt like it gave Mike a purpose, which in turn gave us a purpose. I’ve never been that political of a guy. I vote and all that shit, but never been on the picket lines or anything. Bush and Cheney really fired Mike up, because he knew it was all fucking bullshit — just like pretty much the whole world did. It gave him a purpose and it gave him a voice beyond just being in a punk band. Looking back on it, those were some pretty important years for us because it gave us a foundation of sincerity.

Fat Mike: I never worked so hard for something in my life, and I definitely never worked so hard to make the world a better place — and the world would be a better place now, if Al Gore or John Kerry would have won. We raised over a $1 million for John Kerry, and I was at the Democratic Convention rubbing elbows with Larry David and Michael Moore. Back then, with a civil half-hour conversation, you could turn a Republican into a Democrat — or at least get them to not vote for George Bush — just by giving them the facts. The reason why I’m not doing anything like that now is because you cannot change the mind of a Trump supporter, so I’m not gonna waste my time.

El Hefe: When we dropped that album, we played (Late Night with) Conan O’Brien, and we were backstage getting ready to play this song, and they said ‘Hey, you guys, can you be careful not to say this one phrase in your lyrics? We don’t want to create controversy.’ And Mike said ‘Sure, OK.’ Then Mike did it anyway.

Fat Mike: NOFX has always been a political band. The songs [on The War on Errorism] aren’t that political really. It’s just a really angry album with a political cover. It was the first album we did to hit No. 1 on the [Billboard Independent Albums] chart, and it was featured on CNN. “The Separation of Church and Skate” is the guitar sound I’d always wanted us to have, and we’ve used the same guitars and amps ever since to get it.

Melvin: We almost forgot that politics and social awareness were a part of the punk rock scene that we came out of. It was still in Mike’s writing along the way, but it would adjust to every record we did. Then he was like ‘Let’s see how much influence we can have on this because we’re really in the public eye now.’ But we also found where the trappings were, and the disappointment of how slow and impossible to move the system can be. So I think when Bush won that second term, it felt a bit crushing for him. We thought we were going to make a difference. On election night, Mike and I were drinking and having a bit of a party watching the results. As soon as it was clear Bush was gonna win, I remember him saying “I’m gonna go take ecstasy” and it almost feels like he hasn’t stopped since,

Fat Mike: We had a party at my house on election night, and I had a shot glass full of Valium and a shot glass full of ecstasy, depending on how it went. We lost, but we all decided to take the ecstasy anyway because we were celebrating how hard we worked to make the world a better place.

Smelly: The night that Bush won in 2004, Mike called me up right after crying. “It didn’t happen!” But I mean how can you take that personally? You are just one voice of how many millions? It’s not about you.

El Hefe: I just remember him being more upset than we’d ever seen him before. He was a mess. We went on stage not long after and had the worst show. He was pissed off about the whole thing and would not let it go. Smelly was trying to talk to him like ‘Dude, use it to get pumped. Do something about it. Raise awareness. Shit happens.’ But he just could not let it go.

Melvin: I still think about it like ‘Wow, is that the thing that broke Mike?’ It was the one thing he couldn’t do, because, up until that point, everything else worked. Nothing’s that black and white, but it’s kind of been all coke, ecstasy, and ketamine flowing into his body ever since that moment. At some point I was like ‘OK, I can’t do this anymore,’ and I just started finding my own passions again. I love playing music, so I started focusing more on playing a good live show. I love being active, so I pay attention to my body more. I love going deep into my thoughts and emotions, so I got more into that. It was right around that time that our paths — which were always slightly different but pretty parallel — started feeling like they were going in different directions and we weren’t connecting as much anymore.

Wolves in Wolves’ Clothing (2006)

Fat Mike: This one is our top five albums, even though I kind of fucked up and put too many songs on it. If I took three songs off, I think it could have been a perfect album. And there are songs I left off that I should have put on, like “Everything in Moderation (Especially Moderation)” and the Mel Gibson song [“I’m Going to Hell for this One”]. It’s my favorite production on any album that we made because Bill [Stevenson, producer and Descendents drummer] made all of us play everything absolutely perfectly. Those songs are way more political [than The War on Errorism]. People think “USA-Holes” is about the Titanic, but it’s about the fucking government — and that ship with all the Jews on it, the [MS] St. Louis. I thought it was so funny to say “The captain hit an iceberg and started a war on the Arctic” because that’s what George Bush did. We got attacked — if you believe we got attacked — by [15] Saudis and [four people from the United Arab Emirates, Lebanon, and Egypt], so he started a war with Iraq. It’s like if the U.S. bombed France, so France started a war with Mexico.

Smelly: Mike’s always been a good songwriter and a good visionary, musically, but that’s when Mike’s songwriting got really good and the recording process got really bad. Bill Stevenson is phenomenal, but that’s about the time we started using Pro Tools, so we didn’t have to get into a room and figure songs out beforehand. It would be like “Oh, we’re recording next week? I don’t even really know the songs.” We’d get into the studio and Mike would be like “Just play a drum beat,” because he doesn’t look at drums as a musical instrument as much as it’s just something to hold up the rest of the song. My drumming really suffered on the recordings because I never got a chance to work shit out. But in the end, I think Mike’s songs actually blossomed because he could experiment with different things on the computer at that point.

Fat Mike: That era was a dream for us. Everybody on Fat Wreck Chords sold so many CDs and made so much profit. Bands like No Use for a Name and Lagwagon were buying houses, and bands were just making a killing — and it was easy because they were making great records. 

El Hefe: Everyone was doing pretty good and getting well taken care of at that time. That was when we started focusing on playing these huge festivals all over the world with bands like Guns ‘N Roses, the Prodigy, and Metallica, but also with everyone from Coldplay to ZZ Top. Sometimes I’d be surprised when I’d start talking to a band and they listened to us. A lot of those bands were here today, gone tomorrow because that’s the way the pop scene works, but we partied with a lot of cool bands during that time — everyone from 3OH!3 to Steve Aoki and Skrillex.

Melvin: It was still important to us, collectively, to try to see as much of the world as we could. We loved going to out-of-the-way places — Iceland, Israel, South Africa, Jakarta, Manila, Hong Kong — because it felt like Europe and America and Canada were wide open to us. So whenever we had the chance, we would want to go where the challenge is. I still have some great memories of walking on the Great Wall of China and playing Reykjavik at 4:00 in the morning when the sun was low on the horizon. Things you really can’t see anywhere else in the world.

Fat Mike: Aside from the other touring, I did the Warped tour every year — NOFX on even years and [Me First and the Gimme Gimmes] on odd years. We went with bands like Bad Religion and would just always park our bus with them or Joan Jett, Bouncing Souls, Less than Jake, all the old guys. It was so fucking fun, and even though they barely paid us shit, it was just a nine-song half-hour set. We always had a blow-up pool, tons of drugs, drinking, golfing and riding bikes. It was summer camp with all of your friends, and there were no rules. It didn’t matter if a big band would come out — like Sum 41 was platinum — Kevin Lyman would make them go on at noon on a small stage. And if you were a dick band, you would get fucking shunned by all of the other bands. I think even fans who went didn’t realize how cool it was for the bands. We were running poker games with Good Charlotte and hanging out with Christian bands like Underoath — even though I convinced them to quit because I made so much fun of them.

Melvin: I don’t remember the exact timing, but it was around the end of that when I feel like we started to see some of the first cracks in Mike. I know he had some personal stuff going on, but then the drugs and sycophants started becoming more and more. That’s also when he started having a hundred ideas going on at once, and it was hard to tell which ones we should be taking seriously. He’s always held tight to his beliefs and that he’s doing the right thing, but sometimes that includes self-destructive things.

Coaster (2009)

Fat Mike: On the last tour of [NOFX’s 2008 documentary/reality show] Backstage Passport, when we were coming back from South Africa, I told the band at the airport “Hey guys, I need to take a long break. I’m hurting way too much.” Smelly said, “Do what you gotta do, bro.” Hefe said “It’ll be hard. We’re not making money, but do what you gotta do.” But Melvin said, “Get it together, dude! We need money. What are you fucking talking about? Taking eight months off?” That was the first time I thought to myself on that plane ride “I’m not going to grow old with Eric Melvin.” Who would say that to a friend? “Don’t clean up. We the money.” That’s a fucking narcissist.

Melvin: We tried to make a second season of Backstage Passport, and Mike was like “We did all this footage, and it’s just more of the same. That’s gonna be boring for people.” But I was like “I don’t think so. People want to see more of it. Maybe if we try to do it four or five or six years in a row, but the second year? Come on.” That was when I realized that our intentions might not be aligned, because if two people are doing the same thing for their own reasons — even though they’re doing it together — they may not be striving for the same goal. From the beginning, I always thought we were doing this just to do it, and the reward was that we got to do it. But I remember having a discussion with Mike at some point around then, and he was like “After the show, I’m gonna do a bunch of coke. That’s my reward.” I was like ‘Isn’t it reward enough just that you get to go do this?’ 

El Hefe: That was also around the time when CDs were becoming worthless — which is why the album is called Coaster, because CDs became coasters since no one is playing music on them — which changed a lot of things. Everybody’s royalties were dropping dramatically and the whole scene was changing. First, they dropped in half with Napster and stuff, then they got cut in half again when everything went digital, so everyone’s bank account got hit badly.

Melvin: That’s when it started to feel like the whole band was more about ‘We have to do whatever’s making Mike happy’ and I started to check out a little more. Looking back on it, I think that might’ve made it worse because it was a lot of enabling. I could see he was suffering from something, and we all just went into support mode like ‘This is my buddy. I love him. We’ve been through so much already together. I’m gonna do whatever is gonna make him happy and keep him happy.’

Smelly: That record was so hard to record with Mike because he would record a song and then just leave for like two hours. So I’m like ‘What am I supposed to record? I don’t know what the fuck to do!’ Then he’d come back and go “You did it wrong!” He was obviously high on coke during a lot of it and being really irrational, and it was really fucking hard for all of us. That’s also when his singing really started to suffer because coke numbs your fucking throat.

Fat Mike: I love the album because my goal — and most people don’t know this — was to put out an album that sounded like a classic L.A. ‘80s punk band. It was a blast for me, but it’s not as fast and less distortion than we usually used. I love the acoustic guitar we did on [“One Million Coasters”] and it’s a really cool progression. It also has “The Agony of Victory,” which isn’t even a NOFX song, it’s a song from my musical, Home Sweet Home Sweet Home, and I think “I Am an Alcoholic” is the best thing Karina [Denike, keyboardist] ever did with us. We don’t play that song live because it’s too hard, but I’d like to because it shows what a big part of NOFX Karina has been, and for way longer than people know.

Self Entitled (2012)

Fat Mike: I think it’s our perfect album. Twelve songs, and they’re all fucking good and tight as fuck. This was the first time I was really on cocaine and Oxycodone. I wasn’t hooked on Oxy yet, but usually when I go and do an album, I go in sober because I want to fucking concentrate. Halfway through this album, Bill’s like “What are you doing?” because I just started partying and you can hear it in my voice. I love it so much. I think I sound like Milo [Aukerman, Descendents vocalist] on Milo Goes to College. I had this cool tone from the Oxy and Bill was really working me. Bill was pissed though, and I barely finished the songs. 

El Hefe: All I remember is Mike being on a lot of cocaine, drugs and alcohol, and it was really tough to get anything done. It took a long time to finish it, because we would record, and then re-record, and then re-re-record.

Fat Mike: I wrote “Xmas Has Been X’ed” the night before and I love those lyrics. People think ‘I, Fatty’ is about me, but no, it’s about Fatty Arbuckle. I read his autobiography and it was really good. “Cell Out” is another one on that record, because we were recording at Hurley’s studio in Costa Mesa, and I was taking the train back and forth from my dungeon. The day before we stopped recording drums, Eric Melvin goes “I have some songs…” and one of his riffs was pretty fucking good. So I wrote “Cell Out” and put chords behind it. That was the quickest a NOFX song has ever come together. It took like two hours. 

Smelly: I think that’s when we started having conversations with Mike where he would say “I’m tired. I don’t want to keep doing this. I’m not having fun anymore.” But we were all like “Dude, why don’t you fucking change your lifestyle a little bit and try to prioritize getting some fucking sleep? We’re fucking lucky to be here. I don’t even know that we deserve to be here.” I think all of us just love playing live and love being with each other more than anything, whereas Mike was looking at it more as a job, and he was just tired. I understand on some level that being a frontman is a different story than being a drummer or a guitar player. All we do is just show up and do our parts, whereas a frontman has to be the face, the personality, the voice, all that kind of shit. I just don’t have the capacity to understand what that’s like because I’ve never done it.

Melvin: Mike’s been complaining about doing live shows for a long time. I attributed that to just that he couldn’t stop partying. Even when he’d call himself sober, it was because he was only doing coke and vodka and not painkillers.

First Ditch Effort (2016)

Fat Mike: I was hooked on painkillers and coke. I just crushed painkillers every day and did cocaine in the bathroom, even when we were in the studio. We’d come in really late, and I was kind of out of my mind. There are pictures where I’m wearing latex dresses, heels, and nipple clamps while doing vocal takes. It was a crazy recording. Cameron [Webb, producer] brought in Hefe when I was passed out at the hotel to do vocals even though I had Spike [Slawson] from the Gimmes and Johnny [Carey] from Old Man Markley to do perfect harmonies. If you hear the harmonies Hefe did on Heavy Petting Zoo, our voices don’t buzz, so I either have to do harmonies on my own or get someone who sounds like me. Cameron didn’t like that, so he brought in Hefe and Zoli [Téglás] from Pennywise. I didn’t notice at first, but there’s one harmony in “California Drought” that Hefe did wrong. It’s a note that doesn’t belong there. There’s also a guitar rhythm on that song that I think has never been done. It’s a very weird rhythm and chords. But that whole record has weird production. It’s muddy because Cameron didn’t make us play perfectly like Bill did — and also I was just wasted the whole time. It’s got some cool songs like “Oxy Moronic,” but it doesn’t sound as good as our other records. That’s my bad because I was just too fucking wasted. 

El Hefe: It seemed like that one took even longer to get finished than the ones before it, and then we put it out and the TMZ thing [NOFX’s 2018 Punk Rock Bowling controversy] feels like it happened right after. The guy that posted the original thing, I think he was seeing us for the first time — but that shit went viral. I don’t condone what was said. I was the guy on the other side of the mic like ‘Dude, that’s not cool, man. Let’s change the subject.’

Smelly: That was right in the middle of that cancel culture bullshit — which is fucking bullshit, because when one voice has the authority to cancel the other, it’s not an even playing field. Who’s to say I can’t cancel them for something that I don’t agree with? So when that Vegas thing happened, everybody was all worried. I’m not gonna lie, it sucked, but I was like ‘Dude, it’s gonna fucking blow over in 40 seconds. Oprah Winfrey is gonna fart on camera or Kim Kardashian’s left nipple is gonna come out and everyone will forget about it.’ But everybody was so herky-jerky to be defensive and on the right side that we lost our own tour. It hurt, but life went on.

Melvin: It really started to feel like Mike thought only he has the keys to the band’s success, and if we didn’t do what he said, we weren’t going to maximize our success. That kind of drove him into this crazy frenzy. The shit in Vegas happened because we were so much in the public eye and so reliant on sponsors, which meant we had to answer to them for it. He was just going crazier and crazier because he wanted us to have all of these huge successes. He would say “Oh I know a guy who said they can get us a thing on Netflix, and I want to do something with that.” But the whole time, I’d be thinking ‘We’re from L.A., dude, every idiot knows somebody who wants to try to get them a thing on Netflix. You’re being that guy right now.’ I love him and know he just wanted us all to be successful and have something to retire on, but it’s like we already had our process and we knew what to do to make money.

Fat Mike: It feels like things really fell apart around then when Eric moved to San Diego because it was hard for him to drive up to [the studio in] Costa Mesa and everything. I’m a control freak, and they’re my songs — but getting anyone in the band to come to the studio and work on songs was impossible. Eric was the only one who would be in the studio with me [earlier in their career], but then it became just me and Ryan Greene or me and Bill Stevenson. Bill’s a fucking monster in he studio, and he and Jason [Livermore] never make bad-sounding records. I’m so glad we got to work with them, but that’s just how it was.

Melvin: By that point, Mike would just tell us whatever he would tell us. He’d come to me like “I got all these songs for the next record!” But it was like the Netflix thing, they never really materialized. Or he’d be like “I got this riff” and he’d send me him on an acoustic guitar, but he kept stopping and starting and changing the chords each time. Eventually, there would be a song there, but he gave us less and less to work with.

Single Album (2021)

El Hefe: I think [the drama within the band] all started between Melvin’s wife and Mike. She would start going off on Mike, and — the way he is when he’s drinking and on drugs — he’s going off on her. Then Melvin gets pissed off like “That’s my wife!” And it would just go back and forth. That went on for years, back and forth and back and forth. Finally, he said “Your wife can’t come out on tour anymore. She can’t be at the shows. She can’t be on the stage, or I’m not playing.” It’s just so much drama. Smelly was trying to facilitate everything and make peace by going to Mike and saying “Come on, man. Just let her have a little section.” But Mike kept saying “If she shows up, I’m not playing the shows. I’ll cancel the shows and the tour.” It was pretty bad. She’s allowed to come to the last three shows in L.A. because Mike said “You know what? I’m fucking over it. I just want peace.” I think he tried to make peace with them for the first time in a really long time because he was holding on to that for so long.

Melvin: I’ve already been grieving what’s happened to our relationships within the band. I feel like Smelly, Hefe and I are closer than ever, But Mike and I have drifted off. I just have to appreciate what we’ve had, and I’m trying to look at what’s happening now as another transitory phase. Things might be different in another year or two. I don’t know what that means for the band, but as far as our personal relationship, we’ll see where it goes. Maybe the pressure of being in a band together will change the way he feels about me. I think that’s my biggest point of grief in all of this. Grieving the personal relationship and what’s happened to it over the last decade. I don’t know exactly when it started, but it’s just slowly gone to the point where I’ve found fewer and fewer points of connection between us. We’re getting older, and we’ve done so much together, so I still reference those. I still remember us in my parents’ beat-up station wagon — well, we beat it up — driving around the alleys of Beverly Hills looking for houses that were being renovated with empty pools. I still remember sitting at immigration getting into Peru or somewhere and them trying to rattle us like “You’re not getting in! We’re searching for everything!”

Fat Mike: Melvin and I have a rift, and it’s the greatest heartbreak of my life. I’ve never had my heart broken like this, and I feel like it didn’t get really bad until COVID. That’s the first time that NOFX actually got into heated discussions — not fights — but some things were said that were lame. We don’t make money selling records anymore — no one does — so we were only making money playing live. When we couldn’t tour anymore, that caused a lot of stress for everyone and some people were more desperate than others. But the one really cool thing is that we will not let our disputes — which are gnarly — affect the magic we have on stage together. He and I were the ones who started the fucking band together, and that magic is still real.

Melvin: I’ve never had a brother, but I have a younger sister, and it feels like the term ‘brother’ isn’t even close enough for Mike and me. It feels like we have the same DNA and had the same balance of chemicals within us that operated all of our hormones, urges, and perceptions and pointed us in a direction. I don’t know what’s on his mind anymore, and he’s kept his true mind really well-protected for at least a decade or more. There were times when we used to talk about things, like when he first told me he was considering divorcing his first wife. That felt like a big thing, and maybe it felt like him admitting some defeat. But now he doesn’t want to talk about things and he doesn’t want to hear opinions or what we want to do. He thinks he’s got it, so it’s almost like an insult to him to hear the advice of another person. Maybe he thinks he’s trying to make a better life, where even if it’s not here now, he’s kind of aimed in that direction. He’s expressed things like that, but just partying and being surrounded by people who want to party doesn’t feel like a good connection for a better life. I guess it really comes down to that I want to be more connected to people, and he wants to be connected to more people. That’s where we’ve gone totally different, and even though I get upset at him for the choices he makes — because most of them seem to be self-harming for him and some of them are also affecting my world in negative ways — I just have to say ‘You can do whatever the fuck you want to yourself, but fucking leave me out of it. We have to respect our old agreements. We have to respect what once was a companionship.’

Smelly: The [pandemic hit] and the world was thrown into fucking chaos — like a zombie apocalypse — and all of a sudden I was no longer employed. Overnight, it went from “Everything’s cool, we’re just taking a little bit of time off” to “I guess we might not be able to do this ever again.” We didn’t know what was going to come out of it. I got a little bit of money in the bank, but nothing crazy. My wife has a good job, but I was not financially or emotionally ready to be jobless. In order to participate in society and in my family and show my wife and my kids that I’m not useless, I started delivering groceries through Instacart. It sucked, but I didn’t know if NOFX was ever going to do anything again. That’s when I started really doing the surfboard thing, because I was making $100 a day doing Instacart, and I was like ‘Wait a minute. I’ve been shaping surfboards for 10 years, why not just fucking do that?’ But it was scary and weird for everyone, not just us.

El Hefe: I did a Valentine’s Day sketch comedy show at the Pack Theater [in Hollywood], and it was the first time I was the main guy. Jen [Razavi from the Bombpops] was my guest, and we had a great time. The show was sold out — packed with people outside who couldn’t get in — and literally two weeks after that the news of COVID started dropping. I was in the middle of acting classes, and they said “Sorry, we’ve got to shut the school down. We’ll let you know when we can reopen.” That was the first time I started thinking things were getting serious, and then everything else started shutting down. We were like “Well, we could probably tour Europe.” Then Europe shut down. It was like “Fuck, what about Australia?” Australia shut down. I was like ‘Oh my God! How are we going to play and make money?’ There was no income, so I stopped making my house payment because I didn’t know what the fuck was gonna happen. We were all scared. People were panicking, trying to sell equipment to make money. I was doing Cameo from home to make money to buy groceries. My sister sent me toilet paper because my niece worked at Home Depot, so she ended up getting a big fucking thing of toilet paper and splitting it up for the family.

Fat Mike: I bought a place in the Valley like a year before [the pandemic] happened. It was a nine-bedroom ranch house, and I had my own wing because I was just getting divorced and I can’t live on my own. I invited Baz — who’s a great engineer and musician who worked on The Decline and stuff — and a bunch of S&M people. It was a crazy cool household with nine of us, and when COVID hit, we grew vegetables, had crazy S&M parties, went bar-hopping — because someone would always set up a bar somewhere — and I set up my studio there. Even though I was getting loaded a lot, I always spent 2-4 hours in the studio every day with Baz. It was an amazing songwriting experience. I would give him a melody and a song I wrote on guitar, and the next day, we would have drums, guitar, and bass done. It was like an instant NOFX demo, and it was so easy.

Melvin: We first found out it was Baz who was helping him produce and write the songs during COVID. Mike would bring him an idea, and Baz would provide the chords. Or he’d be like “Baz, I want this drum beat here. I want to hear this part.” Then he and Baz would record demos — but then I found out that Baz was re-recording stuff that Mike had played when Mike wasn’t there. That’s when I was like ‘What are you guys doing over there? Who’s actually in charge?’

Fat Mike: Baz demoed every song from Single [Album], Double [Album] and Half [Album]. We would work on them, and then I’d send them to Smelly. I play all the guitar, all the bass, sing everything, and write the drum parts. Baz and I wrote a lot of this shit, like “The Big Drag.” The band’s feelings started getting hurt when I got with Baz, because other than Hefe, nobody was coming up to the Valley to work with me. I had the songs, but they really had the worst work ethic of any band ever. When we were recording our then-new album, Everybody Else Is Insane, Smelly would come up, do two songs, and leave. I was just stuck with it — with nobody. Songs like “I’m a Rat” and “I’m Not Dead Anymore” are very complicated, so no one would learn them. What am I supposed to do? They feel like I’m not including them, but they aren’t learning the songs.

Melvin: There was this whole thing of Mike needing to control everything, but also letting other people do it. They were trying to do what they thought he wanted, but he was not that specific and busy with a dozen other things. The wheels were falling off, where we used to be this vehicle with four wheels that could go anywhere, and one just became this broken wheel while the three of us were still going. We were dragging him out and he was resenting us for trying to help.

Fat Mike: My band had a third intervention with me. The first one was needed, and it was awesome. About 15 years ago, I started drinking martinis before we went on. I stopped eating dinner, I was doing 10 milligrams of Valium, and I fell off the stage a couple of times. Brian Baker from Minor Threat and Bad Religion said ‘Mike, what is going on with you? You can’t even play your songs.’ The band sat me down and said “You need to stop.” So I said ‘OK, I’m gonna go to dinner every night. I’m gonna have mixed drinks with vodka, and only take five milligrams of Valium.’ That worked great for 10 years. The second intervention was in South Africa, and that was whatever. But the last one…

Smelly: I only remember two interventions. One was after a show in Boston like 20 years ago or so because he was just a pile of shit that whole fucking tour. The other one was during the pandemic. He was becoming unreasonable, hard to deal with, being irrational and making decisions without a consensus.

El Hefe: The intervention happened after we had a rehearsal. We had a nurse come and swab our noses to make sure we were clean, and we all wore masks. Mike stayed outside of the rehearsal building with his bass. He didn’t want to be in the room. He was really freaked out. He was making all of us test before we could get together. We were doing stuff on Patreon, where we would play live or be in the studio recording stuff. People could pay to watch us in the studio putting together an album and learning the songs and all that.

Fat Mike: We played in my backyard, and I fucking partied. There was a bunch of blow, I filmed a porn with three doms beating the fuck out of me and anally raping me. I was gonna release it and it would’ve been huge, but I didn’t. Anyway, I hadn’t seen the guys in months, but I saw them that weekend and I partied. On Monday, I texted the whole band ‘Hey, we have this great offer for this commercial for one of our songs. What do you guys think?’ Not one of them responded. They always respond when there’s money in the mix, so Tuesday night I texted them ‘I guess you guys don’t care about this offer. I’ll see you tomorrow at the intervention.’

The next day, they all came for the intervention and Smelly said “Who told you?!” I go ‘You guys didn’t answer a fucking text about money, so I knew something was up.’

Smelly: We threw the intervention down and said “Look, unless you go to rehab…” It wasn’t about the stipulation of making him stay clean, it was just “Unless you go to rehab, we’re going to stop playing right now.” We were dead serious because we can’t sit here and enable him without at least trying to help him. It was just not a good time for us, and that was a serious intervention.

Melvin: Mike was so rude to us at the intervention, and the whole time we were like ‘We’re not trying to beat you. This isn’t a competition. This is love and a request to please go to rehab.’

El Hefe: He was so bad and so out of his mind. When you’re an addict, you can’t see yourself or how you’re behaving. In your mind, everything’s fine, like ‘It’s not me. It’s all of you. It’s everybody else in the world. I’m fine.’ We brought Bradley [Nowell]’s best friend in to do the intervention because he’s in the music industry, and that didn’t go well. Mike was pissed off about that and not taking it seriously. He was like “I’ll show you! I’ll do even more coke! I’ll  drink more! I’ll do even more drugs! I got a book that says that I can do drugs and that people are putting people down who do drugs and they shouldn’t!” It was some pro-drug book that some other drug addict probably wrote.

Melvin: That intervention with Mike felt different, because I’d found a place where I was like ‘I can’t do this stuff anymore. I’m not who I want to be and not who I was.’ When I was doing drugs, the things I used to love or made me happy just didn’t anymore, but once I stopped doing drugs, those things came back. So I was trying to tell him that as a friend. ‘I remember when you were this rad and happy guy, and you’re not even happy anymore. I love you, and I want what’s best for you.’

Fat Mike: They sat me down. I went to my room. They said “Where are you going?” I go ‘I’m gonna do a line and have a drink, because it might be my last one.’ They told me they wanted me to go to this fucking rehab. But at the time, I was riding my bike five days a week and just partying in my backyard. I hadn’t seen them in months, so it was like ‘You don’t know me. You don’t know how I live.’ Why don’t they ask me how I’m doing? What’s going on with my life, my divorce and my musical? Why don’t they ask me what I’m going through instead of ‘You need help.’ So I went on a sober vacation to the Grand Canyon, and the second day I started throwing up and shitting blood. I went to the hospital and they said I had a bacterial infection, but everyone wanted me to go to rehab, so I went to rehab.

El Hefe: He went off and started on a bender in Palm Springs, but he started bleeding out of his mouth and ass. Not just bleeding, but vomiting up and shitting out a ton of blood. Luckily, Gary, my manager for acting, was also working with Mike on projects and happened to be there visiting his mom. He’d just arrived and wasn’t far from the house that Mike was renting — which I think belonged to the guy from Avenged Sevenfold. Gary goes over there and there’s blood everywhere, so an ambulance comes and takes Mike to the hospital. The doctor told Gary that the use of cocaine and vodka was causing bleeding in the intestines. To this day, Mike denies that and says “No, man, I had chlamydia in my intestines,” but the doctor told Gary differently. 

Melvin: When Mike went to rehab, a lot of the shit disappeared from his studio. We went up there, and it was like “Whoa… Where did all this stuff go?” My guitars were there too, and they were like “We’re taking care of it, because we don’t know who has access to the studio.” And I’m like ‘Well, I don’t know who you guys gave access to the studio, but I need to pick up my stuff. I took everything I’d left there, but one of my Marshalls is still missing to this day.

Smelly: Mike went to rehab in the middle of the pandemic, and then when he got out of rehab, it felt exciting. It was like seeing my family again. I don’t know how it is with most bands, but when we get together — even if there’s a lot of work to do or something — we end up shooting the shit and just goofing around and laughing most of the time. Our core as a band is that friendship and family, so it was really fucking cool to get together with all of us again. It felt like a breath of fresh air.

El Hefe: When Mike got out of rehab was the first time we started having those meetings where he would say “OK, I want to do one last run.” He’d been saying for almost 10 years that he was almost ready to call it, so it was kind of hard to take it seriously, like ‘Does he really mean this or not?’ But here we are 10 years later and he is serious. At that point, I was able to hang out with him again. He got clean for a month, and I went over to his house, started talking to him and thought ‘This is fucking awesome. He’s back. Here’s the guy that I met when I joined the band.’ I could hang out with him. I could bring my son over and go swimming. He’s fucking cool. But that didn’t last very long.

Fat Mike: We recorded 25 songs for a double album, and Bill Stevenson was bummed because there was just no way we were going to finish the album. At this point in my life, I’m not doing 10-12-hour days. I’m doing 6-hour days, because I don’t want to work that hard, but I’m the guy in the band who always has to be there. It was really important to me to make the first great double album — because I don’t think anyone has, besides maybe Pink Floyd. The White Album would have been a great single album. Use Your Illusion would have been a great single album. So I tried, but it gets in your head. You don’t think about songs, you think about a double album. You overthink everything.

El Hefe: That album seemed to take forever — probably the longest to finish. Everybody’s lives were in limbo, and it was hard to get people together to record. Mike was doing a lot of drugs, and he was just re-recording and re-recording. It was also really hard organizing everything, because Melvin was in San Diego and Smelly was in Long Beach, and we were all dealing with the pandemic stuff. Everyone was struggling like “How are we gonna make our house payments? What are we gonna do now?” Everyone was out of money, out of work, so it was a really hard time during all of that.

Fat Mike: I played it for six people — like Jen from the Bombpops — and I go ‘I really want to hear your views on this.’ I played them the second album first, and they were all like. ‘This is great. It’s so fun. It’s awesome.’ I said ‘Take notes on every song.’ Then I played them the other album — the one that would become Single Album — and they were like ‘Fuck that other album. This one is the album.’ That’s what I thought. That’s why I wanted to play it for people. I never played an album for people to get their approval before, but I ended up putting the best songs on Single Album and it was our best reviewed album ever, which is so validating. At first, everyone was like ‘You’re putting a six-minute song first?’ But everyone who heard it goes ‘Oh, it doesn’t sound like a six-minute song.’ One of the reasons that song works is because every time I change a chord, the rhythm changes as well. You never hear a chord played the same amount of time as a different chord, it’s always different. You never know when it’s going to change, so it creates this tension. Or on “I Love You More Than I Hate Me,” those lyrics are so fucking sad to me. It’s about someone I’m very close to who really doesn’t have friends, but the first part is about me, and then I move into them, and then my ex. ‘Fuck Euphemism’ has maybe the best lyrics I’ve ever written. Oh, I also played the album for my friend Matt Sanders from Avenged Sevenfold and he was like “I love it, but you don’t have a ripper on this album. It’s really cool, but it left me wanting more.” I took that to heart because he tells it like it is, and I wrote and recorded “Your Last Resort.” That song kills it on that album. It’s fucking gnarly and heartbreaking.

Double Album (2022) / Half Album (2024)

Fat Mike: I was so proud of “I’m a Rat.” It’s 54 chords in a row, and everyone played a little bit on the song, which is rare, as usually it’s me and Smelly. I did 10 mixes — so it took me a couple of weeks to mix it — and I sent them the final mixes, and no one responded. No one said, “This sounds awesome!” They didn’t even respond. I got a response from Kent [Jamieson], our manager, and Karina, our keyboardist — and that that fucking cut deep. It’s been like that. They don’t care about these songs that I’ve spent months writing. 54 chords in a row! That’s fucking special! What am I doing this for? If it’s not fun for me anymore. The last song on Half Album [“The Last Drag”] is all about stuff like that, ‘When they stopped picking up the phone, only your oldest and best friends can make you feel so alone.’

El Hefe: About 10 years ago, Mike started saying “I don’t know how much longer I want to do this for, and I’m letting you guys know now so that you can start planning for your future and figure something out.” Right about that time, I started taking acting classes and started figuring out something else to get into. When he finally dropped the bomb and said “Hey, this is it. I’m going to do one last run. We’ll go around the world one last time. It’s probably going to take a couple of years to go around the entire globe and do every country, but I’m letting you guys know now that this is going to be it. I don’t want to tour anymore,” it was very scary. It was like a huge bomb being dropped, and we’re all just like “Fuck! We’ve got to start putting our finances in order and figuring out how we’re going to survive when the band stops touring.” It was scary for all of us, and I think we’re all very nervous still to this day. This is a major change, and it’s the fear of the unknown. How is this going to play out? How are we going to survive? Are we going to be OK? Everyone’s trying to put money away and save to get ready for this.

Melvin: We’ve had so many conversations where I’m like ‘I can’t talk to him. I can’t take any more drama’ and the other guys are like ‘Just don’t talk to him. Let’s just get it over with.’ [The final tour] for Mike was all about “We’re going to all make so much money that we’re all going to be able to retire.” That’s not really our reality. The money’s good, but not good enough to retire now.

Smelly: He sat us down like “Look, I’m tired. I don’t want to do this anymore. We should do one final tour. We could play these cities. We could do this. We could make this much money.” But on the inside I’m — and I’m pretty sure the other two — like ‘What the fuck, dude?’ We’re listening to the conversation and entertaining the conversation just for the sake of being respectful, but it was like ‘OK, maybe that could be cool. Let’s figure this out.’ It was that kind of shit. But when Mike hears “That could be cool,” he hears “That’s cool.” The ball just started rolling, and I was never really 100% on board with it. I’m pretty sure the other guys weren’t either.

Melvin: He and I just started going head-to-head even more when he pitched it to us. He was like “Here’s these cities we could do, and it’s gonna be millions of dollars for everyone.” But we were like “OK, where did you get these numbers from?” He said he got them from the booking agent, and I think she might have said “You might be able to get that much money in L.A.” and he just assumed there’s like 12 L.A.s in the U.S. We all knew it wasn’t going to be what he was saying it would be, but we had to do it anyway.

El Hefe: Mike said, “I don’t want to tour anymore.” And we’re like “Fuck, this sucks!” But we’ve had tons of conversations with him about it. His thing is that he’s wanted to finish on a high note forever. You don’t want to wait until there’s barely anybody paying to see us anymore and then stop like “OK, I guess we’re gonna stop since there’s no more audience.” A lot of bands do that, whereas he said “I want to go off on a high note. Right now, we could do this one last run, finish on a high note, and peace, we’re out. We can say goodbye to the fans.”

Melvin: We always somehow just found ourselves aligned with everything. A lot of the stuff that Mike came to us about or that we’d have a conversation about, something would come up and we’d all go “Yeah!” It wasn’t always Mike with the ideas, but he’s also the record label owner and songwriter, so he’s really right on the tip of the spear. When he brought the final tour idea to the rest of us, I think we all knew “This is something that has to happen right now.” We all had our own reasons to keep going that outweighed the reasons for the final tour, but we felt like we can’t keep propping him up to do it any longer. It feels a little bit selfish and cruel to him.

Fat Mike: I can’t be on stage pretending like I’m having a good time, so I don’t. Instead, I do drugs — cocaine, specifically — and drink a lot of vodka before I go on stage. The thing is, I’m actually very healthy. I ride my bike 30-40 miles a day and my organs are all good. My doctor said “Well, if he’s not playing that much, it’s fine,” because I don’t party like this at home. But I have to drink and do drugs before going on to a show because I have to have a good time. On this last tour in Edmonton, I was working out a lot and wanted to play sober. I played the first show sober. I got through it, but four or five people in our crew were like “What happened? You weren’t funny. You were just going through the motions.” I told them I was sober and they said “What the fuck are you doing being sober? Nobody wants to see Fat Mike sober.” That’s a real thing. I don’t want to do that anymore. I love being sober and partying on the weekends. I’m allowed to retire.

El Hefe: My take is that the drugs are just a symptom. I think drugs and mental illness go hand-in-hand, and we’re dealing with someone who’s really sick and suffering from mental illness and needs help. There are signs of mental illness there, and everything you take has side effects. The number one side effect of cocaine is paranoia, and I think he does so much cocaine that he’s always paranoid. He makes things up in his head that are just not true, and those just fuel the fire with situations like the one with Melvin’s wife. He’s just out of control and doing a lot of drugs. 

Melvin: I think quite a bit of my frustration with him was ‘Hey, this isn’t the guy you used to be. This isn’t the guy that I knew for the first 20-30 years of our lives.’ I spent the last 10 years trying to push and prod like ‘Hey, how’s that going to affect the people who really love you? Can’t you see what you’re doing to people who love you?’ That was kind of the nature of a lot of the conflict. Here I am trying to make him see the things that I see, but it’s not for him to see if he doesn’t want to see it. It’s such a cliche that the demise of NOFX is this guy’s drug problem, you know?

El Hefe: He can be very abusive, yelling and calling people names and putting people down. We would deal with text messages at 3:00 or 4:00 in the morning, and there would be like 80 messages of him just saying the worst things you could possibly imagine to band members and their wives. We’re all just waking up to all of it without knowing what’s going on because it’s the craziest rant. That’s how he is verbally, and it turns into “Nobody appreciates me. Nobody appreciates what I’m doing. I’m doing all this for you.” But really, it’s like “We’re worried you’re going to die. We’re worried you’re not going to live much longer. We’re trying to talk sense to you, but you can’t force someone to see the light and try to get their mental health together.” That’s the reality of this whole thing. We’re all adults now. We’re all pushing 60, and he’s still doing what you do when you’re 16 or 20 or whatever.

The End (2024)

Smelly: I was eating lunch with this guy who I had just met that I was trying to do some business with, and my phone started going bing bing bing bing bing bing bing. I got like a million texts, and I’m like ‘What the fuck? Did a fucking plane crash into my house?’ Mike let it slip that we were doing a final fucking tour without running it by us. It was like stumbling across your wife on Pornhub. My world just got pulled out from underneath me. Mike’s a visionary and a fucking good businessman, but he’s also gonna do what he’s gonna do for better or for worse. I don’t mean that to sound like it’s a selfish thing, but I don’t think any of us were ready for that day.

Melvin: Without any meetings or any concept of how long the tour will take — or anything like that, he just put it on some fan’s social media page. He said “This will be the last time we play Edmonton” or something… Which it wasn’t! There was a lot of fallout within us after that, and Mike was in this headspace of just not being able to hear anyone. He often comes up with ideas that aren’t fully fleshed out and relies on other people to mold it into something beautiful, and I think part of his frustration at that time was that it just wasn’t working for him, and he felt like he had to force some of those endeavors through to make his ideas work — even if they weren’t thought through, like the final tour announcement.

Fat Mike: The last tour has been amazing. It’s much more than I thought it would be. I thought we’d draw good crowds, but the first last show we did was in Barcelona. We did three shows, and after the first show, the whole band was huddled up and Hefe was crying while we were hugging. I’d never seen him cry before, but he said “You were right, Mike. This is so special.” It’s because our fans of so many years are all coming. The audience is crying. We’ve never felt this kind of love before, because we just kept doing it. Normally, we draw 2,000-3,000 people, and now we’re drawing 15,000-30,000 in some places. It’s like going to your own wake. We’re not breaking up, we’re retiring — and now we get to see all that love that we didn’t get to see when we were touring all the time. People are saying “Thank you” to me all the time — much more than I ever thought I’d get. And I think it’s so wonderful to have a beginning and an end. You can look at it and say “This was NOFX.”

El Hefe: When we first started, it was very emotional. When we played our last show in Spain, it was the beginning of the end. That one hit me. I was sitting there on the stage looking out at the audience as we finished the last song, and instead of it being like “Thank you, goodnight,” it was “Goodbye, Spain. We’re not gonna ever see you again. We’ll never play here again.” I started tearing up, and me and Mike looked at each other and both started crying. As the tour kept going, we got a lot more used to saying goodbye.

Smelly: I’ve been really stressed out recently over it. It’s pretty fucking weird. But in the last couple of days, I started getting kind of excited. I’m not financially or emotionally ready to retire. It’s going to be stressful on the household because my wife is going to have to carry the whole financial load now, but the shows have been so fucking spectacular. The energy and the love, it’s like nothing that I’ve ever felt before. I never realized that we actually made a huge dent in the music world. We’re just four fucking dumbasses, 100% on our own, all by ourselves. No fucking big team, no fucking lawyers — well, we got a great publicist, but not like a fucking high-end PR team. We did it all ourselves. Seeing the reaction from people, it’s fucking heavy and trippy and really cathartic. It’s fucking humbling. I’m not excited for the retirement aspect of it, but the energy of the shows is getting insane.

Fat Mike: I can’t explain how fulfilling this is for us. All of us came from families where even though I was a good student and went to college, my parents never went to graduation or looked at my report cards or anything. They kind of wrote me off, so I’ve always wanted

to be seen. I’ve always wanted approval, so I really put it into my songwriting and tried to make this band the best band I could be in. But I never got that approval until now. Now I see the faces on everyone, and people are saying the nicest things to us about how much our band meant to them. My fucking cup and heart are full.

Melvin: My feelings have evolved immensely over time, but I keep saying it’s an emotional roller coaster. It’s such a cliche, but it’s just so true. It’s like 100 emotional roller coasters all going at the same time. On one hand, I’m so stoked because we have a reason now to play all the deep tracks. Doing these three nights in each city is great, because we get to play even more than ever. I’ve always been the one going ‘Come on, we can just do a few more songs,’ and Smelly’s always tired like ‘Hey man, it’s been an hour.’ I’m also stoked to celebrate, look at the whole thing and be like ‘We’ve done so much.’

Fat Mike: I’m a songwriter. I love writing songs. It’s what I’m meant to do. When I wake up in the morning, I make coffee and write a song — usually after kinky sex when my mind’s clear. But they go nowhere because my band’s not interested in recording them. It’s like tears in the rain. If I die, I have all these songs that people haven’t heard, and I want my songs to be out there. It’s my art. I stopped writing because I didn’t know what to do with these songs, so I started writing for other people a little bit.

Smelly: When he would write the songs in the past, no one would say anything [to Mike] about it because he would just do what he was going to do anyway. It didn’t really matter, so at some point we were just like “Whatever.” right? The love that he’s feeling now more than ever is just because of the energy of the shows themselves. It’s not an appreciation of all that Mike has done in my perspective. Yes, he spearheaded all of this, but it’s just pretty fucking eye-opening of what we’re all seeing. Playing live has a little bit of different magic right now for all of us because we know it’s the last time.

Melvin: So many people keep saying things like “You made a sound. You made a wave through the punk rock scene that’s only yours and it affected everything.” I don’t really look at it that way. I look at it like we’ve tried to do the things we wanted in the way we wanted, like all of the traveling and playing live. The four of us all had our eye on the same goals in hundreds of ways, and even as that started drifting off, most of us have always been in alignment on most things. Smelly and I have always been in agreement that we just want to do this because we want to and we’re going to find a way to not let it get old. That was how that wave took shape, and there was just a bit of luck or fate that always just sprinkled a little bit of fairy dust on us.

Fat Mike: I’ve designed our career. I wouldn’t say “planned,” because I didn’t know that we were going to get popular or anything. We’ve never had a hit. Even though “Linoleum” is our biggest song, there’s no video. It never comes on the radio. It’s just a song that touched people. I don’t write hit songs, I write songs that I think will really touch 10% of our audience. I’m not writing songs for everyone to like. A lot of our songs are about my traumas, my philosophies, my life, and they’re all honest. 

Melvin: We didn’t so much make the music that we thought fans would like, we made music that we like. We didn’t do it for the fans. We did it for ourselves. Because of that, we enjoyed ourselves so much, and I think maybe that’s what people came to enjoy and kept coming back to see.

El Hefe: I’m hoping that we go down in history as a band that did things our own way and didn’t follow any rules — or didn’t follow any of the way the majors ran their businesses. We did it our own way. I hope that we go down in history as that band that just never crossed over and stayed independent and did everything their own way.

Melvin: I don’t want to say “We did it our way,” because that’s such a cliché and everyone does it their own way, but we tapped into our way of doing it and just did it. We never let emotions or fear deter us. We just set out to do it, and we did it. We started from almost literally nothing and never had a huge amount of success all at once, so instead of having those big ups and downs, we had so many little ups along the way that any down left us still way better than we ever thought we’d be.

Smelly: I just came to realize that we’re one of those legacy bands, like Ramones or Black Flag or the other bands that are really stamped in punk rock. We’ve become one of those legacy bands. That was not apparent to me until this, and I’m sure that it wasn’t apparent to the Ramones until after they all died. We were just four fucking guys wanting to have a good time, and if it wasn’t a good time, we wouldn’t be here. I don’t have any words of wisdom on what our legacy is, but we’re just four fucking average dudes that started a band because we wanted to play music and have a good time — not because we wanted to be famous or rich or rock stars. Every day, it just got a little fucking bigger than the day before, and it was all natural. It was all on its own, and it was super organic. That’s probably the reason why we’re still here 41 years later. We were friends to begin with. We had zero expectations. All we wanted to do is play in front of two people, then four people, then six people, and then it just became what it became.

Fat Mike: They have my permission to keep going, but I’m not gonna do it. NOFX is an extension of all of us, but the songs are an appendage of my life. People feel like they know us because it’s not a gimmick. We’re not putting on a show, we’re just rocking out. All of my lyrics have been honest, and I’m an honorable man. I’m not tricking anyone [by saying this is the final tour]. How dare anyone say that we’re just doing this to cash out? I mean, we’re cashing out, but it’s our last tour. We’re not Slayer or Iron Maiden or Black Sabbath or Mötley Crüe. What do all those bands have in common? They’re fucking stupid metal bands. Punk bands really haven’t done that. 

Melvin: I was just talking to a friend of mine, and she was like “I had this vision of you in this old library,  taking books off the shelf and dusting them off.” And for the last few years at least, I feel like I’ve been dusting off my own library to find my own center, as opposed to the band being my center. There’s tons of fear of the unknown about ‘How am I going to do this now? I don’t have my guys around me to validate what I’m doing,’ but I’m also reaching out to other people all over the place. I talked to Brett Gurewitz a few times recently and realized he was a really good friend who I just hadn’t talked with enough because he fucking led his own hugely successful life. But he’s also someone I can check in with and ask him what he thinks about things. My guys in NOFX will still be here too, but I’m also looking forward to a little bit of distance and having things outside of the band.

Fat Mike: There’s so much more I want to do. I’m gonna relax more and golf more. I’ve found my own happiness through kinky sex and being ultra feminine, and now I feel like it’s Plato’s [Allegory of the] Cave where I need to share that knowledge. I’m like ‘Hey guys, come out of the cave. There’s all kinds of cool shit going on. It’s the sun and rivers and whipping posts and blowjobs and all kinds of shit.’ But a lot of people are fine in the cave. I’ve also been reading a lot of [Albert] Camus, which is so interesting because it really came back into play right now with politics. There are these complete morons and horrible people who are Trumpers, and then there’s the rest of us. But it could go either way. What if Trump wins again? I’ve already made plans, and they’re not changing at all. The world’s a fucked up place. All you can do is take care of your neighbors and have a community, and punk rock is a community more than people know. Punk rock’s a church where we take care of each other and have the same value system.

Melvin: I imagine [Smelly and El Hefe] feel a bit like me in that they can’t wait to get the fuck out of here, but they’re also terrified. We’re a little old to start again, but it’s definitely not starting again entirely. I’m sure if I released a song as ‘Eric Melvin from NOFX,’ it’s gonna get more listeners than any other 58-year-old punk rocker that suddenly released a song. We’ve definitely got a leg up on things, but the uncertainty is still scary to deal with. I’ve had people say to me “Why don’t you guys keep going? You’re singing more than ever. Just do the songs like that and find a stand-in bass player.” But we’ve got to let the dust settle first and do some introspection. I want to get some music out and deal with things first, but in a year or two or three, who knows? It’s four of us that have to come together to make anything happen, so we’ll see what direction everyone’s headed and what state of mind we’re all in then.

To see our running list of the top 100 greatest rock stars of all time, click here.

It was the early 2000s: emo music was making its mark on the world, and Say Anything’s Max Bemis was creating a masterpiece—while simultaneously losing his mind.

While the band has since cemented its place as an emo luminary, …Is a Real Boy was undoubtedly unlike anything else that came out of the scene around that time. 

More from Spin:

• Altin Gün Salutes Neşet Ertaş On New Album
• How a Still-Defiant Shepard Fairey Turned Punk Rock Attitude Into 30 Years of Activist Art
• Repelican’s Jon Ehrens Ponders the Cosmos

Between a self-proclaimed “fucking mess” singer, a fresh-out-of high school drummer, and two Broadway pros, Tim O’Heir and Stephen Trask, (Hedwig and the Angry Inch, anyone?) who had zero doubts about a certain 19-year-old’s talent, they created a beloved album that felt mature yet immature, serious yet sarcastic. 

Musically, Bemis took things into his own hands, playing every instrument except drums (he left that to Coby Linder)––and pouring everything he had into this album as his mental health was plummeting, experiencing a mental breakdown, psych ward stint and all.

With unforgettable songs like rock-opera-esque “Admit It!!!,” wistfully horny “Every Man Has a Molly,” and Holocaust-inspired “Alive with the Glory of Love,” this album has stood the test of time. Whether due to catchy melodies, unforgettable lyrics, or teenage nostalgia, …Is a Real Boy remains a fan-favorite and a staple in the emo scene. The band will perform …Is a Real Boy at When We Were Young 2024 (the modern-day answer to a lack of Warped Tour), and they are in the midst of the album’s 20th anniversary tour, picking back up this fall. 

We spoke to key players in the inception of the album –– including the notorious Max Bemis, Broadway alums turned producers Stephen Trask and Tim O’Heir, Doghouse Records label founder Dirk Hemsath and employee David Conway ––to dive deep into their relationships and the making of this record.

Twenty years after its release, we look back on …Is a Real Boy. 

Meet Max

Max Bemis, lead vocals: We’re talking about …Is a Real Boy, right? 

Dirk Hemsath, founder, Doghouse Records: I got a CD-R in the mail with a courier. It was from a friend of mine that worked at a major label. She basically said that she loves this and she thinks this kid is a genius, but “it’s way too left of center for my major label that I’m working at…but I think it’s something special, and I think you should check it out.” It was Say Anything demos. 

I talked to him [Max], and we talked a lot, and I told him how much I loved the music, and he sent me some additional music, and I think I signed him without even meeting him, which was the first time I had ever done that.

Tim O’Heir, producer: I’ll give you the introduction to Max. I have a loft in Williamsburg, and it’s 2002 or 2003. I think he’s still in school at Sarah Lawrence, and he’s very gregarious. I asked him if he wanted to play a couple of songs, and he says, “Yeah.”

So we give him an acoustic guitar, and he proceeds to break most of the strings on the guitar in the first song by basically attacking it. He would go to strum a chord, but his pick would go underneath the strings and pull up as hard as he could. I’m like, ‘What are you doing?!’ 

Stephen Trask, producer: Tim sent Max to me. I was living in New Haven at the time, and Tim and I had just built a one-room recording studio in my garage. I think he [Max] took a train to New Haven, and he came, and we hung out. He sat in my studio and played me songs on an acoustic guitar, and he was very frantic and super energetic and punk—and I just thought he was amazing, and I knew I was in.

Tim O’Heir: I said to him [Max], “Who do you want to be? I mean, do you want to be playing for high school kids, or do you want to be Springsteen?” And he looked at me, and he goes, “I want to be Springsteen.” And then I never heard from him. Maybe six months passed, and I got a call from Dirk from Doghouse, and he says, “Hey, Max, wants to make a record with you.” And I said, “Really? I thought I scared him away.”

David Conway, Doghouse Records: He slept on my parents’ couch in Boston for a while. The things that stand out are so unique. I remember he folded blankets when he left my parents’ basement, which stood out to me as something that I didn’t think a punk rock artist would do. I remember a somewhat terrifying habit of Slim Jims, and even at the age of 20, 22, whatever I was, I was like, “Can someone survive on this many Slim Jims?” But I remember seeing him work in my friend’s studio. That was the moment where I realized he was like, this kind of, I’ll say, mad genius. 

Dirk Hemsath: He set up in the middle of a record store and just played. And I remember thinking, I mean, it sounds maybe a little hyperbolic, but I remember thinking like, “Oh my god, this must have been what it was like to see Bob Dylan when he was young,” with this lyrical content, and the way that he just was pure emotion and these super mature songs, as far as the way they were put together, and for being such a young person. I just remember being blown away. 

…Is a Real Boy, The Musical?

Stephen Trask: Max really wanted the album to feel like a cohesive story, and he was really into Hedwig, and he liked that connection. In his mind, it [the album] was a bit of a musical. I mean, my background was as a songwriter, not as a record producer. 

Max Bemis, singer/songwriter/multi-instrumentalist: It was definitely supposed to be a musical. We were writing a script, and it was going to be like War of the Worlds between the songs and talking and going like Rent, but fucked. I mean, Rent is already fucked, but I guess it would be like actually Fucked. 

It kind of sounds like a Broadway Jewish musical, So I feel like there’s enough about it that is musical-ish. I remember when, like, My Chem[ical Romance] put out the Black Parade, and, this is embarrassing, but I actually called my agent. I’m like, “Did they just corner the market on, like, musical emo music? Because I think they just did it. I don’t know if there’s room for us.”

Tim O’Heir: We were going to use [Stephen’s] studio in Connecticut and move to Brooklyn and do most of the work at my house and do the pre-production up there. So Max and Coby, who was the drummer, he was 17. He was very young and naive, but an amazing drummer, just incredible. So the two of them were thrown into a rehearsal space, and we worked on some songs and whatnot. Played every day. Then I recorded, and we listened back to it. During those few days, I started to get an insight into Max and what he was about and what was going on in his brain, which was incredibly difficult.

Creating Art, Losing Mind 

Max Bemis: I felt an unhealthy level of psychological torture, pressure that was beyond even, you know, when you see Dewey Cox or something, or you see Spinal Tap, and you’re like, “Damn, these guys have lost it.” I lost it. You know what I mean? But it was through this prism of irony and laughing at all of it and laughing at myself. I think I probably would have died and got addicted to a lot of drugs, but I would have carried it off longer if I didn’t find it very funny, alarming, and sad the whole time. 

Certainly, I was lost in that ambition of making a great record—and technically, it was our second record, but it was our first record anyone would hear. I wasn’t sleeping with groupies every night and railing cocaine all the time. I just was an unstable person who really wanted to do something positive for the world.

Stephen Trask: I’m not an engineer like Tim. I mean, I can do it now, but I’m not like he is. But I’m good at things like arrangement ideas, although really, Max had it all in his head. So, some of it was suggesting, and some of it was editing. He had so many ideas, and almost everything worked. So it was, how do you add to it without ruining it? Or how do you say “no, not that bit” and encourage good vocal takes.

Tim O’Heir: I worked with a lot of really talented people, supremely talented people, and I’m very lucky to have worked with them, but I never worked with anybody like Max. I started to think, this guy is a real genius. He really is.

Tim and Stephen: The Surrogate Fathers

Max Bemis: Considering I lost my mind, and I was a fucking mess…me and Tim butt heads sometimes, but he was like a dad to me. He recognized my… I don’t really believe in the word “talent”…but whatever it is that I had going on. Him and Stephen were like big brother surrogate fathers…also we couldn’t fake how into it we all were. We were literally creating magic, whatever it was, in our room together, and it was just fun. So I do feel lucky. 

Stephen Trask: Max became sort of like a surrogate son to me. I was just very emotionally invested in Max. By this time, he had lived in my house, and we had worked together every day for quite some time. At a young age…his mind is working at this genius level that I don’t think his heart could process everything that his mind was going through. His emotions weren’t able to keep up with how fast his brain was spinning.

Lyrical Genius (But Maybe Not God’s Gift To Earth )

Max Bemis: Man, I was so just loving it, and just high on marijuana the whole time. I wasn’t like, “I’m God’s gift to songwriters.” I was like, “This is the best thing I could do right now, and it sounds exactly the way I wanted to fucking sound. Jesus, these people are good at their jobs. Actually, I’m doing pretty good too. This might actually fucking work.” And that was an exalting feeling. 

Tim O’Heir: I even listen back now and I’m still totally satisfied with all the sounds that we got. He would kind of tell me where he was going, and I would do my best to facilitate that for him. So my role as a producer was helping him kind of tighten up the arrangements, but trying to figure out how I could facilitate everything he wanted to do. 

I’d never worked with anybody that had that much foresight and vision into what they had come up with. I was kind of “Mr. Indie Rock,” and if the magic happened, it was magical. Not methodical as this kind of thing. This man [Max] was like Mozart. He was a composer. It was in his head. If he could write music, he would have written reams of it, but it was all in his head, and the only way he could get it out was via his instruments.

Max Bemis: [about “Alive With the Glory of Love”] Any person in a band has had the thought, when you write your best song, “This is the best song I’ve ever written,” and if you’re a good person, it’s within an objectivity that they actually prove to be true…It wasn’t just like, “I have God’s gift for writing this poignant Holocaust song.” I remember—and I still feel like this when I write something I’m really proud of—feeling, like, tired. Just good, fuck. I’m gonna have to really pursue this because there’s no denying that this is good. This is good. 

I had to sit there for like, three hours writing. It came out all in one go. All the lyrics came out, and I was, like, crying, but it’s always been, like, a sense of some kind of irony to it. You know, that song is about the Holocaust, but it’s self-consciously, you know, I guess maybe toying with the fact you’re not supposed to sing about the Holocaust, or make a love song, or sex song about the Holocaust, especially.

And, Scene.

Stephen Trask: I thought people were going to flip the fuck out when they heard this [the album]. It was so smart, just the arrangements and the imagery and the metaphors and the poetry. It had the verbosity of what Tim would call “word rock,” except it was actually very concise and organized and smart. 

Max Bemis: It’s a very humanistic album. It’s not nihilistic. It’s not about “Fuck the world. I’m crazy. This is my mission statement, where I go to the hospital.” It’s about having hope…whatever that means.
Stephen Trask: Recently, I was getting a piece of equipment repaired in Kentucky, and I’m talking to the repair guy, and he says, “It says here, Sinjin studio,” and I said, “Yes, just a name I made up.” He said, “Oh, because my favorite album in the world was partly recorded at a place called Sinjin Studio. And I said, “Is it Say Anything …Is a Real Boy?”

To see our running list of the top 100 greatest rock stars of all time, click here.

The crowd looked like ants.

That’s the first thing most artists who performed at the 1983 US Festival remember. And that makes sense since that’s what crowds look like when you’re flying in on a helicopter.

More from Spin:

• How a Still-Defiant Shepard Fairey Turned Punk Rock Attitude Into 30 Years of Activist Art
• ‘I Shot David Bowie’
• THE 40 GREATEST MUSICIANS OF THE LAST 40 YEARS

Because when you’re about to play in front of hundreds of thousands of people, you don’t just roll up in a limo – especially when it’s on Apple co-founder Steve Wozniak’s dime. So one performer after another was picked up from the Red Lion Inn – a small hotel in Southern California’s sweltering Inland Empire that was used as the weekend’s staging area – and flown into the festival.

“It was my first time on a helicopter,” Brian Setzer of the Stray Cats remembers. “The organizers said, ‘Boys, there’s too much traffic and we’re gonna have to chopper you in.’ And as I looked down, I thought, ‘Wow, this is real rock star shit. This is gonna be big.’”

It was big. Real fuckin’ big. A record-setting 670,000 people turned out for the second and final US Festival over Memorial Day Weekend 1983 at Glen Helen Regional Park in San Bernardino, Ca. – a location so obscure that even most SoCal residents couldn’t find it on a map even if you gave them a free ticket.

The lineup for the four-day event was loaded, and quintessentially ‘80s: a Flock of Seagulls, INXS, Men at Work, Quiet Riot, Mötley Crüe, Ozzy Osbourne, Berlin, U2, the Pretenders, and Stevie Nicks, just to name some of the acts. The co-headliners, David Bowie and Van Halen, each earned record-setting $1.5 million paydays for their sets. The ‘83 US Festival also holds historical significance as the last show the Clash ever played with co-founder/guitarist Mick Jones.

Wozniak, who spent $12.5 million on the first US Festival less than a year earlier, doubled down for the second edition and didn’t come close to turning a profit either time (“It’s going to be a significant loss,” Wozniak said in the days leading up to the ‘83 show). But that wasn’t the point. The then-32-year-old wunderkind’s goal was to put on the “Super Bowl of rock,” where the biggest musical acts would be showcased alongside cutting-edge technology.

“We were the first concert in the United States to use the big Diamond Vision video screen at a concert,” Wozniak said years later. “The first [concert] to have speakers halfway into the audience to keep the sound balanced and out for a larger audience. We had a lot of firsts, [including] the largest stage at the time.”

Beyond receiving a fat check, the artists were certainly appreciative of his efforts. “He seemed really affable and oddly humble – not like your normal multimillionaire,” Dave Wakeling of the English Beat says. “The question of why you would want a quarter of a million people in the field in 120-degree weather just to celebrate is another question that’s not for me to ponder. But he seemed to have his heart in it.”

Despite its size, tech and star power, the US Festival often fails to get mentioned alongside better-known musical events such as Woodstock ‘94 and ‘99, nor does it get credit as the forerunner to American mega-fests like Coachella, Stagecoach, and Lollapalooza.

But the parallels are there: the all-weekend party, the big-name and big-money headliners, the blistering heat, the drugs, the giant video screens, the hype, the media. Those parallels seem clear, even if some of those who were closest to it feel differently. “It seems to have no historical importance for people,” Barry Fey, the veteran promoter who helped book the ‘83 US Festival, said in 2012.

That isn’t the case for the attendees or artists who were there, though. Their memories are remarkably clear, 40 years later. “It was massive,” Van Halen bassist Michael Anthony says. “As we were coming in [on the helicopter], I looked down and thought, ‘Oh my God – this is our Woodstock.’”

Day 1: “New Wave Day,” Saturday, May 28, 1983

The ‘83 show was divided into distinct days, with “New Wave Day” kicking off the festival.

Saturday’s lineup featured a group of upstarts (Divinyls, INXS, Wall of Voodoo) and early ‘80s staples (Oingo Boingo, the English Beat, a Flock of Seagulls, Men at Work). Stray Cats, with their punk-rockabilly sound, were wedged into the New Wave batch – something the band members didn’t mind.

Slim Jim Phantom (Drummer, Stray Cats): We were very aware that we were bringing evangelical rockabilly to America, because we thought it was under-appreciated here. And the US Festival was a mainstream thing. We were kind of validating the whole [rockabilly movement], and we were very proud of that.

The Clash was set to close out the first night, however, last-minute issues nearly derailed that plan (more on that in a moment).

Artists were struck by a few things when they hit the stage, the first being the size of the crowd. An estimated 160,000 people – and possibly up to 200,000 – turned out for New Wave Day.

Brian Setzer (Lead Vocalist/Guitarist, Stray Cats): I hit the stage and said ‘Holy cow.’ It was a sea of people.

Lee Rocker (Upright Bassist, Stray Cats): By ‘83, we had been everywhere and played everywhere all around the world. But the scale of [the US Festival] just dwarfed anything else.

Phantom: Most people who played there, that wasn’t the first time they had played a festival. But that was big, even for a festival.

The mammoth stage and video screen compounded that feeling.

Mike Score (Lead Vocalist/Keyboardist, a Flock of Seagulls): I walked on stage, looked over at [bassist] Frank [Maudsley] and [guitarist] Paul [Reynolds] and remember suddenly going, ‘Wow, they look about an inch tall.’ Normally you see them, they’re like two feet tall. They looked like little tiny fingers in the distance.

Setzer: I looked out into the field, which was far away from the stage. And my head was on this Megatron thing. That’s when it really hit me, when I saw my 40-by-40 foot head. And I just laughed. When I saw that, I thought, ‘This is just gonna be a hell of a good time.’

Another factor that impacted artists? The dirt floating up from the dancing crowd.

Dave Wakeling (Lead Vocalist/Guitarist, the English Beat): There was talk of ‘US Festival Chest.’ Too much tequila didn’t help [Laughs.].

Backstage, artists were subjected to a steady diet of interviews. The sheer enormity of the event – artists were given trailers and their own roped-off areas that gave it more of a “gated community” vibe, as Mike Levine of Triumph put it – made it tricky for performers to mingle. Still, many of the artists found a way to hang out and partake in their favorite drinks and drugs.

Rocker: It was the ‘80s. Everything was going on [backstage].

The man of the hour behind the scenes on Saturday was a guy who wasn’t even set to perform until the following night – Edward Van Halen.

Phantom: I remember spending a beautiful day with Edward Van Halen. He came a day early to watch all the bands and enjoy the whole experience. I thought that was cool, rather than arriving five minutes before [Van Halen] played. Everyone was drinking beer and smoking Marlboros.

Rocker: Eddie was a sweetheart of a man. We were partying in the dressing room, and I think Valerie [Bertinelli, Van Halen’s then-wife] was looking for him. She didn’t find him!

Score: I felt really lucky – I got to actually meet Eddie Van Halen. I just met him for 10 minutes, but that was it. And then my manager was like, ‘Come on, we gotta get back to the hotel. We got to get packed, we got to get ready for our flight, you know?’ And I was kind of like, ‘Hang on, hang on. I’m talking to Eddie Van Halen.’ Our manager said, ‘I don’t care if you’re talking to the Queen. Come on. We’ve got stuff to do.’ But it was great. I mean, what a memory.

The camaraderie among artists was only occasionally pierced, like when Birmingham’s The English Beat and Liverpool’s A Flock of Seagulls almost brawled backstage, 5,000 miles away from home. The near-dust up stemmed from a barb heard through a thin screen wall separating the bands offstage.

Wakeling: Something happened on stage during the Flock of Seagulls show that some of them weren’t happy with, and voices got raised. And it kind of went on and got louder in Liverpool accents – it was like listening to the Beatles fight.

We were about to go on stage soon, so we already had enough butterflies coming on. The last thing we needed was the sound of the Beatles arguing on the other side of the screen. And one member of [the English Beat] – I won’t say who it was – thought it was actually a solid wall as opposed to a free-standing screen. So he kicked it and said, ‘Shut up, you flock of fucking haircuts!,’ thinking that he was just being insulting and that would get it off his chest. But at that point, the whole screen started falling and it hit the floor loudly. Then it was like West Side Story [Laughs.].

We’re all facing up on each other. Most of us were really embarrassed, and a couple from the other side who wanted to fight anyway were willing to try and make something out of it. But better senses prevailed, and we were ushered away and they were ushered to the other end, and the screen was put back up and reality was restored [Laughs.]. We went on stage with extra verve.

That memory is contested – or at least not shared – by the Seagulls’ frontman.

Score: No, nothing [about a fight is remembered]. We did our thing. We walked off, of course, then we were scheduled for interviews and stuff like that. And that’s all I remember: coming off stage and getting shown to an interview room.

For Score, other moments are more memorable – including the band’s brief post-show party at the Red Lion Inn.

Score: When we got back to the hotel, there was like a frat party going on or something. And we looked in and somebody recognized us and they asked us if we could play a couple of songs. So we actually jumped ‘on stage’ and then we played ‘I Ran’ and ‘Space Age Love Song.’ That was our relief from the day. We did our little thing and had a great time.

It wasn’t all fun and games for the Clash, though. The band was paid $500,000 for its performance, but according to then-manager Bernard Rhodes, festival promoters reneged at the last minute on an agreement to give a major cut of the money to charity.

Bernard Rhodes (Manager, the Clash): I decided that 10% of the gross is going to go to the poor people in the area because that’s what we’re about. I said 10% of gross and then suddenly they pulled out.

Steve Wozniak (Festival Founder): The Clash made a bit of a stink, taking some sort of workingman’s revolutionary stance (From Sweaty & Filthy & Crazy & Drunk, SPIN, May 2007).

The Clash protested, staging an impromptu press conference as its set time quickly approached. The band demanded the US Festival donate $100,000 to charity before it performed.

Rocker: I think there was some kind of problem in a certain sense with their ethos – being such a street band and playing such a capitalist festival.

Setzer: I remember they had a press conference going on. I asked [Clash bassist] Paul Simonon,’“What are you guys doin’? Aren’t you supposed to be on stage?’ He just shrugged his shoulders and laughed.

A compromise between the promoters and the band was ultimately reached.

Rhodes: In the end, I think they paid some measly amount – $40,000 or something.

The Clash took the stage two hours late under a banner declaring “The Clash Not for Sale.” Before launching into “London Calling,” Joe Strummer hit the crowd with a sharp, and somewhat puzzling, address.

“Alright then, here we are,” Strummer said, “in the capital of the decadent U.S. of A. This here set of music is now dedicated to making sure that those people who have children, there is something left for them later in the centuries.”

The band then blitzed through its 76-minute set, but as a unit, the Clash didn’t have much left. Drummer Topper Headon had recently been replaced by Pete Howard, and as mentioned, the US Festival was the last time guitarist and co-lead vocalist Mick Jones ever performed with the band. It was a worthy swan song, at least to those who witnessed it.

Setzer: The Clash were fantastic. They were good [that day]. And when they were good, they were great.

Day 2: “Heavy Metal Day,” Sunday, May 29, 1983

There was no momentum lost on Day 2 – appropriately dubbed “Heavy Metal Day,” because its lineup was pretty close to being a Reagan-era hesher’s wet dream.

The day kicked off at high noon, with Sunset Strip breakout stars Quiet Riot and Mötley Crüe performing back-to-back. They were followed by British metal icons Ozzy Osbourne and Judas Priest before more international heavy-hitters in Triumph (Canada) and Scorpions (Germany) took the stage. And Wozniak secured Van Halen, a band that was seemingly designed in a lab to host the biggest rock and roll party in SoCal history, to close out the day.

Gil Moore (Drummer/Co-Vocalist, Triumph): Any band on Heavy Metal Sunday could sell out an arena in California. When you add them all together, you went, ‘holy smokes.’ It was a powerful card.

Building this lineup cost Wozniak a pretty penny. He shelled out a million bucks for Van Halen, which was busy working on its tide-shifting 1984 album, to headline Heavy Metal Day. That payday later ballooned to $1.5 million, though, thanks to the addition of David Bowie and a shrewd contractual move by Van Halen manager Noel Monk.

Michael Anthony (Bassist, Van Halen): We had a most favored nations clause in our contract, which meant we couldn’t make less than anybody else made.

Barry Fey (Promoter): David [Bowie] [told] me, ‘We’ll have to interrupt our tour and charter a [plane] to bring our equipment and get it right back again.’ So I went to Steve [Wozniak], ‘David’s gonna cost you a million and a half, but it’s gonna cost you an extra half a million for Van Halen.’ He just shrugged his shoulders: ‘So?’ (From The Forgotten Festival in OC Register, 2012.)

Noel Monk (Manager, Van Halen): You don’t say no to that kind of offer. I mean, you can’t (From his 2017 book, Runnin’ With the Devil).

Anthony: It was pretty crazy. But at that time, we loved playing to big crowds. And the outdoor festival thing was really big back then. So yeah, we were really excited to do it. Obviously, the financial part worked out. Just being on a show with all those acts – we always loved doing that kind of thing.

Wozniak and Fey, meanwhile, were busy putting the finishing touches on Heavy Metal Day in the weeks – and in some cases, days – leading up to the festival.

Mike Levine (Bassist/Keyboardist, Triumph): Wozniak flew up to Toronto and took us to dinner. We had a bit of an issue we were concerned about – our last play in Los Angeles had been a co-headliner with Journey at the Rose Bowl. And we were due for an indoor play in the L.A. area, so we also had the choice of playing a couple or three shows at the Long Beach Arena or doing the US Festival. And we’re like,’“What the hell do we do with this festival thing? It’s going to be sensational because it’ll be a part of history. But we could end up blowing up the L.A. market for ourselves.’ But it was one of those things where we just felt that it’s better to be a part of history.

Rudy Sarzo (Bassist, Quiet Riot): Quiet Riot was on tour with the Scorpions. We shared the same agency, and they were playing a three-week warmup tour for the US Festival. We did that little tour with them, and the last day of their tour was in Denver. And Barry Fey happened to be backstage, and after our set, he runs in and introduces himself. He says, ‘Listen, we have a spot available for the US Festival. Would you guys be interested?’ And we said, ‘What is that?’ [Laughs.].

He explained what it was, we looked at each other, and our manager happened to be there, and we accepted it right there on the spot. This is two days before the show. Logistically, we had to scramble to make it happen. It meant we had no road crew for the US Festival because our crew was driving our rented U-Haul truck to our gig the day after the US Festival in Detroit.

With its gear headed east and the band headed west, Quiet Riot ended up using last-minute rentals for its set.

Sarzo: It was still a typical Quiet Riot performance. No matter what – no soundcheck, no crew, rented equipment – it didn’t matter. We just went ahead and got the job done.

Metalheads flooded into Glen Helen Park to see the stacked lineup, with an estimated 375,000 people attending the festival’s middle day. They included Curt Granger, a 17-year-old Van Halen fanatic who drove out with his buddies from Alabama to attend, and Ruben Reza, a 16-year-old high schooler who spent $21.50 on his Heavy Metal Day ticket.

Curt Granger (Attendee): It was my first time in California. We snagged tickets for about $20 and hopped in my ‘73 Nova Super Sport with the intention of going out there and just having a ball, which we did.

Patrick Stansfield (Stage Coordinator): Heavy Metal Sunday went really smoothly. It was a big production – Judas Priest came onstage riding motorcycles. Sharon Osbourne was having a pissing match with security, and I stepped in and cooled it out. She sent me a Tiffany pen as a thank you (From Sweaty & Filthy & Crazy & Drunk, SPIN, May 2007).

Ruben Reza (Attendee): It had that whole ‘80s vibe, you know? Just walking around beforehand, people were camping out, cranking their music. You heard metal and people partying. Nobody was fighting. It was just a cool, fun, party vibe.

Tommy Lee (Drummer, Mötley Crüe): I remember arriving by helicopter and looking down on something I’d never, ever seen before – 300,000 people! Whoa! I was really excited and fucking nervous all at once. Kinda felt like puking, actually. When we got onstage – holy shit! We renamed it the Dust Festival. A sea of people in dust. I’ll never forget that (From Sweaty & Filthy & Crazy & Drunk, SPIN, May 2007).

It was also scorching.

Ozzy Osbourne: I do remember it being fucking ridiculously hot. I mean, the bands are getting paid all this fucking money for playing a few songs, then there’s this fucking immense crowd, and there’s no fucking water for them to drink. It was like being in the middle of a forest fire (From Sweaty & Filthy & Crazy & Drunk, SPIN, May 2007).

Stansfield: Tons of bare boobs. A lot of bad sunburn (From Sweaty & Filthy & Crazy & Drunk, SPIN, May 2007).

The day also held added significance for Jake E. Lee, who was making his first major appearance as Osbourne’s new guitarist (he had replaced iconic axeman Randy Rhoads a year earlier after Rhoads died in a plane crash).

Jake E. Lee (Guitarist, Ozzy Osbourne): We came out on stage, just before we started playing because I wanted to make sure my gear was working. I did a couple of chunk-chunks on the guitar, and it was so loud. You could feel the air coming out of the PA and the monitors. The stage kind of rumbled and it felt God-like. It was exhilarating. I was like, ‘Holy shit, this is going to be awesome.’ And then I looked out, and it was just a sea of people.

That’s when the enormity of it struck me. I remember thinking, ‘This is going to be a moment you’ll remember for the rest of your life.’ So I turned around, headed back towards my gear, and Tommy [Aldridge] started the drum intro to ‘Over the Mountain.’ And I couldn’t remember how I was supposed to come into the song! I just drew a complete blank and I got a little panicky. I only had a couple of seconds, really. I turned to my tech, Barry Evans, rest in peace, and yelled ‘How does it start?!’ And thank God, he didn’t think I was joking. He just looked at me and went, ‘BAH BAH BAH,’ just before I was supposed to play it. And after that, everything went great, but everything could’ve been so much different.

Ultimately, Osbourne – who was sporting short hair that more closely resembled a punk rocker, after shaving his dome months earlier – and Lee lived up to the challenge of putting on a great show, post-Rhoads.

Reza: They were awesome. Being a guitar player, I was one of those guys in the crowd like, ‘Man, I could do that job.’ I had my arms crossed and was being very anal, watching every little note that Jake E. Lee played. But he did a great job.

Curt Granger (Fan): Ozzy stood out that day. It was a stellar performance.

As the day went on, the bands had to not only grapple with nerves but also the sun, with the day’s temperature pushing triple digits.

Moore: The heat for all the bands was tremendous. I remember watching Judas Priest go out. They had on the leather, and it wasn’t just a little bit of leather – we’re talking pounds and pounds of it. Each one of their outfits must’ve weighed 10 pounds in black leather and studs. I’m laughing – ‘these guys are going to absolutely melt.’ It’s like 110 degrees, full-on sun.

Granger: There was no shade anywhere!

Reza: Judas Priest was killer. But it was funny – you could kind of see the impact of the heat. You could see on Rob Halford’s face that it was hot.

Levine: It was just so fuckin’ hot there [Laughs.]. When we hit the stage, I could see nothin’ but red skin and long hair for the first 10 rows.

While those bands battled the heat, Van Halen was busy leading the backstage party.

Anthony: We had a big backstage setup and we had a lot of guests. That was one big party. Mötley Crüe back then was just coming up. And Tommy Lee came up to me with a bottle of Jack Daniels in the middle of the afternoon: ‘Come on, dude! Fuckin A!’ [Laughs.]. I’m like, ‘Brother, I’ll drink with you. But let’s wait until tonight [to really go hard].’

Other members of the band weren’t compelled to pace themselves. David Lee Roth was holding court – and a paper cup – backstage, while giving interviews to MTV and other outlets.

Monk: David liked to drink a little before going out onstage, but very rarely had he imbibed so heavily that it affected his performance. There were a few times overseas when David had gotten drunk before media appearances, but in the States he had always been smart enough to keep things under control. So imagine my surprise when I returned to the trailer a couple hours later and found David drunk and krelled out of his mind (the band referred to cocaine as ‘krell’). I mean, I was mortified; he could barely stand up (From his 2017 book, Runnin’ With the Devil).

Wozniak: I went backstage and met Van Halen. David Lee Roth was really friendly. I guess he was getting a little drunk, but he ran 10 miles a day and the other guys didn’t. They were slacking and needed to get in shape (From Sweaty & Filthy & Crazy & Drunk, SPIN, May 2007).

David Lee Roth (Lead Vocalist, Van Halen): The Clash are having a lot of troubles, man. They’re trying to save the nation, they’re trying to implement cultural exchange – and change – they’re trying to make some, you know, advisements on terminology of what we’re going to live. And they have a new drummer. So they have their hands full out there [Laughs.]. What can I say? By the way, the Clash did save the world – about a half hour late last night, ladies and gentlemen [Laughs.] (From a pre-show interview with MTV’s Mark Goodman).

Anthony: We were pretty nervous. Roth was probably a little more nervous than everyone else. I don’t like to talk smack about anybody, but he was doing interviews all day long, just kind of hyping the whole thing. And Dave was drinking Jack and whatever. He was pretty well plowed. You get caught up in the whole frickin’ festival and the whole thing. And the next thing you know, it’s kind of like, ‘Oh my God, we gotta go on in an hour!’

After Triumph and Scorpions blitzed through their sets, it was time for the main event. To whip the crowd into even more of a frenzy, the giant video screen blasted footage of Van Halen partying backstage – complete with Anthony beating up a Space Invaders arcade game, Alex Van Halen pounding brews at the bar, a half-naked Roth enjoying the company of a half-naked blonde fan, and Eddie Van Halen showing off a large bass he’d recently “caught.” The scantily clad women, butlers in tuxedos, and barnyard animals that were featured only added to the mayhem – with one catch.

Anthony: I mean, there’s crazy stuff going on. There’s midgets and sheep and all kinds of shit going on back there [Laughs.]. But we actually filmed that whole piece like a week before the show – not that it was too far from what was actually happening backstage!

The anticipation following the “backstage” video gave way to restlessness though, as the crowd waited for Van Halen to hit the stage. Two hours later, Van Halen guitar tech Rudy Leiren belted out the 16 words everyone had been waiting to hear: “Hello Southern California! Are you ready to get down? I give you, the mighty Van Halen!”

With that, Eddie Van Halen, rocking a pair of red-and-white striped overalls that matched his trademark “Frankenstrat,” ripped into “Romeo Delight.” Roth immediately followed suit with his own trademark leap from the drum riser – officially sending the crowd into full-blown party mode.

Reza: When Van Halen came out, it was like every light bulb in San Bernardino County had been purchased to light up that stage. It was a circus.

Granger: Van Halen comes on, and it’s just party time.

Anthony: You could see bonfires in the background and just nothing but people as far as you could see.

Depending on who you ask though, the party was dimmed slightly due to Roth’s raps between the songs.

Levine: Van Halen opened really strong. The first 20-30 minutes were hotter than hell. Just killing it. And then David started to talk. And kept talking, kept talking, kept talking [Laughs.].

Osbourne: Honestly, I don’t know why Van Halen even bothered getting up there, they were so fucking drunk (From Sweaty & Filthy & Crazy & Drunk, SPIN, May 2007).

Roth did fire off some zingers during his interludes, including a pointed barb directed at the Clash: “I wanna take this time to say this is real whiskey here. The only people who put ice tea in Jack Daniels bottles is the Clash, baby!”

The frontman’s between-song jokes and spotty vocals ultimately led to the band’s US Festival performance becoming a Rorschach test that still divides fans to this day. In his book, Monk said, “David put on the worst performance I had ever seen from him.” Others were more willing to overlook the uneven vocals – considering them to simply be a byproduct of the carnival-like atmosphere Roth and Van Halen brought to the stage in their prime years.

Granger: You know, Van Halen’s always been the ultimate party band, right? Whatever it is – they can be loose, they can be off – whatever kind of night they’re having, it’s still gonna be the biggest party you’ve ever gone to. And that’s certainly the way I felt that night.

Anthony: Roth, we always kind of let him do his thing. No matter how he sang, Ed, Al, and myself always made sure that between the three of us, we had our shit down. We were always pretty rough on ourselves. We recorded every show that we ever played, and we would listen back afterward and kind of critique it and see what we could do to make it better. Or, you know, ‘You’re drinking too much,’ or ‘Cut back on this or that.’ At the end of the day, the most important thing was the show … the music.

It was great for Dave, because we could let him just go off and be Dave. We were tight behind him. And when I watch the tape back, we were firing on all cylinders. All four of us, whether Roth was drunk or not. The energy was there. The show is there.

Monk: Improbably, over the next couple of months, the legend of Van Halen, buoyed by a drunken, subpar performance at the US Festival, continued to grow. It was some sort of cosmic joke: we disappeared for three months, played one concert with a shitfaced frontman, and then disappeared again. And somehow, this only served to broaden the band’s appeal (From his 2017 book, Runnin’ With the Devil).

Day 3: “Rock Day,” Monday, May 30, 1983

The third day, aka “Rock Day,” continued the seemingly never-ending assembly line of ‘80s hitmakers. Los Lobos, Little Steven & the Disciples of Soul, Quarterflash, Berlin, Missing Persons, U2, the Pretenders, Joe Walsh, and Stevie Nicks all performed.

Headliner David Bowie had a tricky enough time just making it to the show. Bowie had kicked off his Serious Moonlight Tour in Europe a few weeks earlier in support of his juggernaut album Let’s Dance. To get to the US Festival, Bowie needed to make a one-day trip to the States before heading back and continuing his slate of European shows. The Bowie team landed at LAX in the wee hours on Sunday.

Carmine Rojas (Bassist, David Bowie): It was a very long travel day. We were coming in from Europe – I think we were in France – and then we had to go to Brussels to refuel and make it all the way on our plane, the Boeing 707 Starship. We flew all the way to Los Angeles. And then when we got there, the plane was taken from us! It was confiscated.

This wasn’t your typical rockstar run-in with authorities, though. A brick of hash? Enough cocaine to single-handedly fuel the entire US Festival crowd? Not exactly.

Rojas: Customs had to come on the plane, and they had to go through luggage and everything. They said they found fruit – bananas or some bullshit. And that’s why they took the plane!

Carlos Alamor (Guitarist/Musical Director, David Bowie): When we found out, we were laughing our asses off.

After wiggling free from LAX, Bowie and co. headed east towards San Bernardino. With their body clocks still running on European time, the band members opted to hit the pool at the Red Lion while their road crew headed over to the festival grounds to prepare.

Rojas: The problem was, our trucks couldn’t get into the compound because the Van Halen crew was still partying ‘til seven in the morning!

Later, after the Bowie road crew successfully made it onto the grounds, band members jumped on the chopper and headed over. The backstage party was going strong by the time they arrived.

Rojas: Everybody was packing – and I don’t mean guns. Everybody was holding, as they said back in the day.

Bowie, considering the weight of the festival, opted to bend some of his band rules for major shows.

Alomar: We were shitting bricks, alright. David used to freak out over California and New York [shows], and he would always tell us, ‘Don’t go partyin’!’ – just like all the other bands that got totally ripped up and fucked up before the [US Festival] gig. We had done that before, and David sometimes was a little cautious and would say, ‘Listen guys, don’t party too hard because I need you to be [on your game].’ Well, that doesn’t work! He did not ask us that for the US Festival. We remained what we will call primed – we were totally fuckin’ hyper and primed the minute we hit the stage. We were bouncing off the walls. So no, we did not do that ‘get plenty of rest before the show bullshit.’

Whatever pre-show “vitamins” were ingested, they were in service of delivering a show worthy of Bowie’s $1.5 million payday.

Rojas: David didn’t have to say anything. We knew what we were there for.

Alomar: It was a huge, huge deal. We had to understand how special the occasion was. Van Halen, David Bowie – this is top of the line. This was a job that had to be fabulous. It had to be our best.

To accomplish that goal, Bowie’s game plan was simple: hit the people with as many hits as possible. “David always wanted the set list to be somewhat of a greatest hits,” Alomar explained. There was no fat to trim from the two-hour show, which blended ‘70s classics (“Heroes,” “Golden Years,” “Life on Mars?”) with new pop-friendly chart-toppers (“Let’s Dance,” “Modern Love”).

Alomar: I thought, ‘God damn, that’s a lot of people.’ There were people in the trees, man. Everywhere you looked.

Rojas: It was majestic. The sound coming off the big speakers, and the audience singing along with you, it’s powerful. It’s very tribal. It touches on your emotions strongly when you have people [singing] back and forth with you like that, and you’re one huge team. That’s a very powerful, positive energy. And David was such a leader and frontman, controlling all of that – and he was loving it.

Alomar: I look back at that performance and can still see David turning around and smiling at me. We had this thing where he’d give me the cues and then I’d cue the band. So we always had this connection going. And sometimes when he looked back at me that night, I was like ‘Dude, you’re lookin’ like a Cheshire cat right now’ [Laughs.]. There was a different smile, a look of, ‘We nailed it. We did it. They went for that one. Oh, they loved that one.’ It was that kind of joy. It wasn’t that regular ‘this is a cue’ look. No, it was ‘listen to that.’

A round of applause in a small place is one thing. A round of applause in an auditorium is another. But a round of applause from a few hundred thousand people is a rolling wave that comes in sections. You hear the first applause, then the second applause, then the third applause, and then it goes back. It’s a wave.

After closing out the show with “Modern Love” – and before jumping back on their (now returned) jet to head back to Europe – there was only one thing left for the Bowie crew to do.

Alomar: We partied our asses off!

Coda

The ‘83 US Festival is usually remembered for the three-day bash that took place over Memorial Day Weekend. But the festival didn’t officially wrap up until the following weekend, when Waylon Jennings and Willie Nelson led a “Country Day” on June 4. Details like that tend to get lost over the course of four decades.

What hasn’t been lost on the artists who performed at the festival, though, is the belief they were part of something significant – something that came to represent a distinct era.

Phantom: I’m thrilled to have been a part of it. It’s one of those events that become an adjective: ‘It was like the US Festival.’ It’s a very historic thing.

Anthony: What stands out to me is just the grandeur of the whole event – the sheer magnitude of the show. Because there hadn’t been anything around like that up until then. And it was a cool lineup! The whole weekend was great.

Rocker: It was a powerful show. You feed off a crowd like that, right? That kind of intensity and that kind of energy. It was truly magical. And in some ways, I think it was maybe a little bit more innocent of a time.

Alomar: The US Festival means something. I missed Woodstock. But I did not miss the US Festival.

That pride in being part of the ‘83 US Festival is universal among the artists. The only real point of disagreement, 40 years later, stems from how it’s characterized.

Sarzo: To me, Woodstock represents the end of an era, whereas, the ‘83 US Festival was the beginning. Every single act on that bill became icons of the ‘80s generation.

To see our running list of the top 100 greatest rock stars of all time, click here.

In June 2002, something felt wrong inside Cursive frontman Tim Kasher’s chest. He had a sharp pain, a lack of breath, and a near-complete inability to sing — a problem for the Omaha band as they rolled into Salt Lake City on a headlining tour.

As it turns out, one of Kasher’s lungs had collapsed, ending the tour prematurely. It forced the rest of Cursive to return to the Midwest while their singer and primary songwriter was in a Utah hospital.

More from Spin:

• On Middling Age, Tim Kasher Doesn’t Always Want to Be a 47-Year-Old Rocker
• The 40 Best Emo Love Songs
• Cursive’s Tim Kasher Enlisted the Cheers Mailman to Save the USPS

However, in addition to the tour being cut short, Kasher’s condition put a damper on their post-touring plans. Cursive already laid down the initial tracking for their next album (their fourth) but vocals obviously couldn’t happen until Kasher could sing again.

In the 21 years since, Kasher obviously regained his voice, both literally and figuratively, with various musical projects. His range has become a calling card. In February 2023, he’s at a casual Oaxacan restaurant in Los Angeles, staring at the four small bowls of mole on the bar in front of him. In many ways, those four chocolate-based sauces are somewhat representative of Kasher’s career up to this point. They all come from similar ingredients, yet contain strikingly different flavor profiles. There’s no guidance or reason on which to start with, what order to consume them in, or which will go best on rice versus a tortilla.

The near-black mole represents his solo career, bursting with different flavors that the other three wouldn’t go near. The sand-colored one across from it would have to be the Good Life — light and easy on the taste buds, but with spiced olives and peppers in it for zing. Then there’s the milk chocolate-y sauce, which has the roots of everything else in a slightly less-refined package, not unlike his early group, Slowdown Virginia.

And then there’s the rich, dark brown, complex mole. It’s everyone’s favorite because it delivers what people want and expect, but with a blend of spices that separate it from those trying their damnedest to replicate it. It may not be the dish that people necessarily go to Guelaguetza for, but it’s the one they love and remember. In other words, it’s Cursive.

Like his bands, Kasher doesn’t stay with any one sauce for too long. He bounces back and forth, giving each of them attention. He uses words like “interesting” to describe some while pointing out that the dark chocolate is his favorite. The veteran songwriter is at a point where he’s comfortable with people knowing him as “the Cursive guy,” even when he’s more in the mood for the intricacies of his charcoal-flavored solo career or the easily digestible sweetness of the Good Life.

It took Kasher years (or perhaps decades) to accept that many fans would always consider his solo career as a side project to his most prolific band, but that’s the price of admission after you release one of the most genre-bending influential albums of the 2000s.

By 2003, Cursive was already gaining momentum in the Midwest emo/post-hardcore scene growing around Saddle Creek Records. Domestica was the first thing anyone outside of their local scene had paid attention to, and they were quickly gaining a fan base for the breakup album that Kasher insisted wasn’t about his divorce (he now acknowledges it was inspired by it, albeit fictionalized). Labelmates like Bright Eyes and the Faint were finding success with their most recent albums (Lifted or The Story Is in the Soil, Keep Your Ear to the Ground and Danse Macabre, respectively), and the national and international scenes were finally starting to pick up on what was happening in and around Omaha, Nebraska.

But if you told the members of Cursive in 2003 that the album that The Ugly Organ would influence many emo bands over the next two decades, they probably would’ve scoffed and insisted that it wasn’t “emo.”

Those who are now considered to be the foundation of the 2000s emo scene would do anything to avoid being labeled as “emo.” In the New York metro area, Taking Back Sunday had just released Tell All Your Friends, My Chemical Romance introduced themselves through I Brought You My Bullets, You Brought Me Your Love, Brand New was weeks away from Deja Entendu, Thursday was celebrating the success of Full Collapse, and Midtown was riding high on the strength of Living Well is the Best Revenge. Fall Out Boy would soon change the entire Midwestern scene with Take This to Your Grave, and albums like The Used’s self-titled debut, Thrice’s Illusion of Safety, and Something Corporate’s Leaving Through the Window had entered from the west.

Even today, calling The Ugly Organ “emo” or “post-hardcore” is woefully incomplete: it would be like calling Ziggy Stardust a “classic rock” album. Ranging from the drastically cacophonous to the elegantly beautiful, Cursive moves away from the scene that built them across 12 tracks, making use of carnival music, a timpani, and various other instrumentation — in conjunction with their recently added cellist — to create a sonic landscape as vast as it is unique. Perhaps the most agreed-upon subgenre for the now-classic album is “art rock,” a term ultimately as meaningless as it is vague, yet somehow still an appropriate fit for an album that’s simultaneously high-concept and introspective.

Similarly to how Domestica featured nine songs that happened to come together into a story of a couple going through marital issues, The Ugly Organ frequently receives praise for its theatrical narrative following a musician (“The Ugly Organist”) dealing with insecurities, romantic entanglements, and more — even if the bigger story was effectively an afterthought invented once the majority of the album had been finished. The result allowed Kasher’s love for unconventional songwriting to blend with Ted Stevens’ indie-folk sensibilities and create a complex, yet catchy, 40-minute tale of an album without any wasted space.

Whether it was a matter of just being in the right place at the right time, an accidental success by a band hitting their stride, or a well-thought-out conceptual masterpiece, The Ugly Organ has stood the test of time. It serves as both a keystone of the early 2000s Saddle Creek scene and an inspiration for punk/emo/post-hardcore-and-beyond artists looking to expand with something different and unheard of.

For the album’s 20th anniversary, SPIN asked all five of Cursive’s members from that time to share their thoughts on the career-defining album.

Having added cellist Gretta Cohn for 2001’s Burst and Bloom EP, Cursive was still riding the success of Domestica as they toured first throughout America and Europe in late 2001 through early 2002.

Matt Maginn (Bass): I think we started writing some of The Ugly Organ along with the Burst and Bloom stuff within six months of releasing Domestica. When we were writing songs for it, we felt like the core of the band had been together long enough and had put out enough music that we had the right and the freedom to expand the sound from Domestica. That’s probably what became the more truly “Cursive” sound too.

Tim Kasher (Vocals / Guitar): After Domestica, I had anxiety, like, “You wrote something that people responded to, so now you’re in great danger of writing something that will disappoint more people than ever because your audience is larger.” While I never thought too much about that, I had to grapple a lot with myself and my own feelings when thinking about both that and what the next album was supposed to be. Even before we started writing much of it, that’s how The Ugly Organ kind of turned on itself and became such a self-referential and self-deprecating album. It’s me attacking myself for a myriad of reasons — one being for acting too precious about this record. It’s like, “It’s just another fucking record. Who do you think you are? You think you’re gonna hit the Billboard Top 10? Get the fuck out of here.”

Clint Schnase (Drums): I just remember we were in a good groove before we did The Ugly Organ. We were just a music-making machine. I don’t think any of us knew that we were doing anything that anyone would care about in 20 years, but we loved what we were doing and felt like it was some of the best stuff we’d done as a band.

Maginn: We wrote “Staying Alive” on a Domestica tour. We borrowed somebody’s barn outside of Orlando, and they let us go in there and practice for a little bit. We were working on new songs at the time, and that’s where “Staying Alive” was born. It’s one of the few songs I think we’ve ever worked out outside of a studio, a stage or a practice space.

Kasher: The barn was in DeLand or somewhere like that, but I don’t recall which song we were working on.

Ted Stevens (Guitar): I remember writing in the barn in Florida, but I don’t think it was “Staying Alive.”

Cohn: As far as the process of writing The Ugly Organ, Tim typically brought skeletons of songs, and then we would all just jam on it until we reached a place where people’s individual contributions started to cement. In some cases, Tim certainly had ideas of what he wanted from anyone in the band, including me. But I think one of the reasons why I loved it so much, and why it worked for me, was because I was bringing whatever my sensibility was to the band.

Maginn: We toured behind Domestica, and towards the end of that — which I think was 2001 — we got offered to do the Plea for Peace / Take Action tour with Thursday and some other bands. By the time we got on that tour, we were playing some songs off of The Ugly Organ. That’s what’s so cool about The Ugly Organ. We had written some of the songs so early on that we got to play them in Europe and on that Plea for Peace tour. We got to road-test them for months, which is something we don’t really have the luxury to do anymore.

Stevens: We wrote and recorded the four songs for the Eastern Youth split [8 Teeth to Eat You], and some of the other material featured on the [2014] deluxe version, at the same time as The Ugly Organ. It was all written together with the same intention. When we sat down to do that four-song recording, we demoed what would become The Ugly Organ — except probably two songs — in that session. We basically tracked instruments for those four songs, and then while we had the room setup and the tape going, we just played what would become The Ugly Organ live. Then we went back and did our overdubs and produced those four songs, which were pressed on a CD with Eastern Youth. But in the meantime, we had this live studio demo of our next album with unfinished lyrics.

That demo circulated amongst the label and our friends and families, and people got very used to the alternate lyrics and the alternate versions of the songs. So much so that when we cut the record, and mixed the real version, I remember Clint’s dad was like, “I like the lyrics better on the demo. What happened to those?” My biggest memories of that time are talking to people about the recording and trying to convince them like “Hey, if you don’t like it, hold tight, it’s gonna get better.” And then, on the flip side, “If you do like it, just wait, it’s gonna get better still.” We felt like we had something with that demo. We were a five-piece band for the first time, and we felt like we had a real shot at making a good record.

The band’s first trip through Europe, where they were opened for the Appleseed Cast, proved to be a particularly defining run for shaping the new material.

Cohn: The tours before The Ugly Organ were super scrappy. We’d sleep at someone’s house most nights — maybe the person who booked the show or the promoter or something. We’d all be lined up all next to each other in sleeping bags on someone’s floor — and the hardwood floors were the worst! Matt always had a camping pad with him. In retrospect, I have no idea why I didn’t get one. Sometimes we stayed in hotels, but even then, we’d be six in the room, with four sharing beds and one person on the floor between the beds.

Stevens: The most meaningful tour for us prior to The Ugly Organ was the Appleseed Cast tour of Europe. I remember it was very DIY — we were sleeping in the venues and playing all these punk rock clubs — and we were playing the material live prior to recording and really shaping it. I think having a European audience who were Appleseed Cast fans gave us a lot of freedom to try out ideas on the stage. The Appleseed Cast themselves were also so supportive of the new stuff and so excited about it, and I think they gave us a lot of confidence that we were doing something special. I think that was very formative.

Schnase: I remember packing into one of those passenger vans and driving it around Europe. Nobody knew where we were going or how to get anywhere. Nobody could speak anyone’s language. It was just a total mess. It’s a fun memory, and I’m happy that we did it, but I don’t know if they did any good for either band at the time. It was a bunch of 20-somethings just fucking going to Europe to see what would happen — to see what we could do. I think Cursive still plays shows with the Appleseed Cast. Those tours in those formative years were bonding experiences.

Maginn: I think we technically started recording it in May, right after the Appleseed Cast tour. We stopped because we had a small tour that was supposed to happen, but then Tim’s lung collapsed toward the start of that tour, so the rest of it was canceled. I know the record still wasn’t done when that happened.

Schnase: When Tim’s lung collapsed, he insisted on still playing that night. We were playing Kilby Court in Salt Lake City, and he decided he was gonna play the show no matter what. We didn’t know his lung was popped at the time, but we knew he was not doing well. He played the show anyway, and then went to the hospital the next day. We lucked out because Matt’s father-in-law at the time lived in Salt Lake City and let us stay with him.

Stevens: Tim couldn’t fly home because of the altitude, and we had a feeling he was going to need surgery. We ended up leaving him there in the hospital after his mom flew out to be with him.

Schnase: We would go to the hospital every day and visit him. We played a blind date game show that was on MTV in the hotel room with him and made a couple of videos of us playing it. We were just trying to do whatever we could to not make it feel so terrible for him, because good grief, we all went through a lot at that time. Then it was me, Maginn, Greta, and I can’t remember who else all trekking back from Salt Lake City together. I’m pretty sure we blew a tire on the way back, and I think there was some other ridiculous thing that felt like a tragedy at the time. I don’t remember what it was, but I remember it was not an easy road home.

Stevens: I remember coming home from that trip, and that was pretty brutal. The momentum was happening, the expectations were high and the excitement was high. Coming back to Omaha didn’t feel so much like defeat or like, “Oh, the tour’s over, and what the hell am I gonna do with myself?” But more like “Tim’s not well, and we had to leave him behind.” It just all felt really wrong, and I felt really bad. Tim had been through it all before, and I remember him handling it great — very dignified and very tough — but I still felt shitty. I had a feeling that things were going to work out, but we didn’t know. None of us knew.

With a good number of the tracks written, recorded, and road-tested, Cursive had to wait for Kasher to heal before he could record the album’s vocals, which allowed time for some extra changes and additions.

Stevens: Before we started recording, Matt, his ex-wife and I had to drive back from Colorado with the timpani in a minivan. We were like, “OK, we added cello,” but the grand plan was to add timpani as well. So after some dates out there, we stopped in Sterling, Colorado at a Quiznos to buy these two timpani drums off a high school band teacher.

Schnase: I think that was the first time I felt really comfortable going into the studio with the songs. We had played them so much, and I was ready for it.

Cohn: I remember being in the studio at Mogis’s, and kind of living there. My memory is that we had sleeping bags so we could sleep there some nights. I remember watching Tim refine lyrics, because the lyrics, as I recall, were some of the last things that he worked on. So I would just watch him write and edit and write some more in the studio.

Kasher: We were pretty well into the creation of the album when my lung collapsed, so that kind of pushed everything back. I almost want to say that we’d done some of the recording for it and then had to sit on it for a while, but that’s probably not accurate.

Maginn: I think the vocals were the last thing done, because Tim needed a little bit of recovery time after his lung collapsed before he was able to lay down the vocals.

Kasher: I couldn’t do any vocals for months, but I think I also benefited from having to wait until I healed up. It was like when you get your car out of the shop, and everything feels great. My lungs were working at peak capacity, and I wasn’t smoking anything or excessively drinking. I was just incredibly healthy. That was a good time to get to do those vocals.

Stevens: We didn’t want to push Tim too hard because we didn’t want him to have a setback. We wanted to let him recover at his own pace that whole summer. I met a girl during that time period too. We started a relationship and we’re married now, 21 years later. So it’s a pretty defining point in my life.

One major difference for Cursive when working on The Ugly Organ was their newfound relative success. Domestica put them on a lot of people’s radars, which meant more freedom and more pressure to create a suitable follow-up.

Kasher:  The good fortune for The Ugly Organ is that Domestica was recognized, relative to our standards back then. It found an audience and some success at the time that we had never experienced before. That offered me the freedom to write something that was more kooky and more “me.” I still consider Domestica to be less a picture of us and more a picture of our influence — like Fugazi, Superchunk, and all of those post-hardcore bands — but I think it benefited from a real immediate rawness of expression. It’s become a special record for me, but it also afforded me the opportunity to go out on a limb and go back to that old kooky, more eccentric self. The Ugly Organ goes back to my old band, Slowdown Virginia, which is our true selves — but it cleans up all the goofy high school or freshman in college bullshit while leaving all of the self-deprecation. It’s nice to think about The Ugly Organ as the more mature and more realized follow-up to Slowdown Virginia. It’s like Slowdown Virginia plus Domestica, or maybe plus the first three Cursive records.

Maginn: After Domestica, we felt a little freedom. We thought we could branch out a little bit in what the record sounded like. For instance, when we started writing “Art is Hard,” we gave it almost a swing beat. It didn’t sound like a Cursive song at the time because everything else was post-hardcore. I remember thinking that we’d been a band long enough that it would just sound like us playing something that has a swing beat, rather than something totally different. “Some Red-Handed Sleight of Hand” was still a very classic fast punk song, but there was some comfort that we didn’t have to stay within any guardrails of what our sound was. I would say “The Recluse” would fall under that. We called it “Instrumental Chorus” as a working title because how could you have a chorus without vocals? That sounds crazy. Where’s the really loud rocking part for this song? It’s not there. We had a lot of freedom, and it was a very fun experience to be playing and writing that way.

Kasher: I think it’s funny that our [most popular] song [“The Recluse’] is also our least heavy song. I recognize that it’s like “Ballads for hard rock bands tend to work better with blah blah blah,” but I don’t recall us ever thinking that we were onto something with “The Recluse.” We called it “Instrumental Chorus” because what was weird about that song was that it doesn’t have a chorus. How are you gonna record three verses with no chorus? But it always goes back to this infectious instrumental section. We were like “I don’t know. This instrumental section feels good enough that maybe we just let that be the thing.”

Schnase: Tim must have heard the cello in his head while he was doing some initial writing for The Ugly Organ and just knew that it was gonna sound really good. I remember him saying something about it to me, and I never doubted it. But also, who would I be to say “Tim, this is not a great idea”? [Laughs.] He’s the dude who’s written all this music that I’ve ridden along with and made a successful career with. I wouldn’t have second-guessed him anyway, but I knew he was right about the cello. Greta was a champ, too. She walked into a tight-knit group of friends that had known each other forever. It took her a minute to get it because I think she was playing “cello” at first and not “rock cello.” Her nuance as a cellist served us well for quieter stuff, interludes and things like that, but there were some times where Tim wanted it to be as loud and obnoxious as anything else. She caught on to that really fast. We were lucky to have her. She’s such a great musician.

Cohn: I was never solely about melody and like beauty in the music that I played. The bands that I listened to — and the reason why I was compelled by Cursive — had me excited to be making music that had a more aggressive quality. There’s one song on 8 Teeth to Eat You that was so fun — I think it’s “Excerpts [from Various Notes Strewn Around the Bedroom of April Connolly, Feb 24, 1997].” It starts off with this very aggressive cello. One of the entries in my diary from back then was about sharing the bill with Murder by Death. I was like “Oh, their cellist is playing so pretty, so I’m glad that what I’m able to do in this band is more aggressive.” But I did have pretty serious training, so I can see where that difference could come from.

Kasher: I always like keeping a really good mix of louder stuff and quieter, beautiful stuff. I want to find those people — and it’s probably not a big subset of the population — who are like me and want something achingly beautiful, but also want to rock loud as hell and bang their head. Prior to The Ugly Organ, I felt pressure from the scene that I wasn’t allowed to do that. If you’re going to see Fugazi, you don’t want Ian MacKaye to play a Paul Simon finger-picked acoustic record — or a James Hetfield acoustic album. So I wanted the cello to feel heavy, but also be small and beautiful. I remember asking Gretta, “Can you give me all of those things on the same song?”

Stevens: I think we just knew, in our collective minds, that if we kept our head down and kept playing music like Cursive writes, that when we added instruments like cello and timpani, they would fit. They’re both in the real audible frequencies, and we knew we were already a bottom-heavy band. Matt’s style of bass is a very consistent thing on every song the band’s ever written, and that helped to shape Cursive into a six-piece band with a timpanist and a cellist. We knew it’d be great and moody as hell and weird. I didn’t really know what to expect until the songs themselves started coming out, but they’re kind of raw and abrasive. I thought they’d be more mellow, a little sadder and darker. I didn’t expect to do the over-the-top carnival music with that instrumentation, but it made sense. There’s a lot of herky jerky moments where these instruments really stand out.

Kasher: Avoiding any single genre was really important to me post-Domestica because I think we were a little too cozy and a little too snug on that record — so it was important for me to stretch out and break away from that on The Ugly Organ. Saying that we sounded too much like Fugazi might not sound like a bad thing, but I wanted to break away from being put into any one genre. I don’t care about it as much anymore since I’m not as young, but back then, I would really lose sleep over it. Bringing in strings was a way I knew we could set ourselves apart and make sure that people recognized we weren’t this or that. Having the cello also allowed us to take a different approach, which I still use when I write. It’s a great instrument and really versatile.

Cohn: It’s the entire kinetic thing of five people who happen to be making art together for a few years, and what happens as a result of that. You have what an amazing bass player Matt is, how great of a songwriter and guitarist Ted is — and the slightly more out-there contributions Ted made — Clint, of course, and Tim is just a masterful storyteller. If the songs didn’t have the stories that he crafted, would it be the same? Probably not. You’re really gripped from front to end because there’s such a vivid narrative.

Schnase: The biggest difference on The Ugly Organ was Tim’s willingness to explore — as far as he’s concerned — a poppy attitude about the music, instead of it being so dark and brooding all of the time. The first couple of records were pretty grim, and I think that even if the story that he’s telling on Domestica and The Ugly Organ are grim stories, the music’s a little bit lighter. We were just growing as a band, too. We’d been playing so much, and I think we were finally starting to find a pocket where we were all very comfortable. We all were agreeing on the direction we wanted to go and how we wanted to sound. There was a happiness about it, and a comfort.

Kasher: So much of The Ugly Organ is me responding to my own inner dialogue and attacking myself. Sometimes people get the impression that I’m attacking other songwriters or musicians, but that’s really not the type of person I am. If I find another band to be shitty or something, I’ll joke around with my personal friends about it, but it’s not something I’m going to be inspired to write about. I like to express my own self-deprecation because I think that’s really relatable, so I can validate it to myself by saying that a lot of other people feel that way too.

Stevens: I just love big concept records, so I was always pushing Tim to do stuff like that. I don’t know who came up with the concept that Domestica was going to be this unified story of nine songs, but I was definitely all about that. I wanted Tim to do that, because we were moving really quick and I wasn’t writing music for the record — like not bringing riffs to practice but just trying to catch up. I wasn’t a lead guitar player in a rock band; I was a folk singer. So when we got to The Ugly Organ, I was excited to offer some songs to the band. I don’t feel like I offered much. It’s just those two little snippets [“The Ugly Organist” and “Herald! Frankenstein”] and the last song [“Staying Alive”], which is not a real verse-chorus-verse formulated idea. I was comfortable offering the little nooks and crannies. Nothing that would stand in the way of one of Tim’s big songs, like “Art is Hard” or “A Gentleman Caller.”

Kasher: I’m such a big fan of Ted’s writing that I didn’t want to pick him up as our guitar player. He’s a songwriter, not a lead guitarist. It was very much in Ted’s character to not write songs for Domestica because it was his first record with us, but it was so cool that he felt the comfort to jump in on The Ugly Organ. I’m so glad that he made contributions to both this album and Happy Hollow.

Stevens: Normally, everyone’s jumping in to take credit for something people like, but I think this album is such an example of groupthink that I don’t want to take credit for anything. It just works when Tim and I write stuff like this. I do well on the bigger picture, and he’s great with the details. I don’t feel like my musical contributions to the record were enough. I don’t have regrets on that record — I just feel like I didn’t do that much. It’s not like, “Oh, let’s drop this song and put my song on there.” I didn’t have a song to put on it, and the ones Tim wrote are great.

Schnase: Ted’s never going to admit to writing anything, but he knows he did. He’s so good. Ted’s the reason I was in the band. He’s the reason I liked the music that I like. I met that dude when I was 16, and he changed my life forever. He’s a really special dude and a great songwriter.

Perhaps one of the strongest facets of The Ugly Organ is its variety of “kooky” sound and tones. From the abrasive “Butcher the Song” to the delicate “The Recluse,” fans and band members alike all have their own preferences and memories among the album’s different tracks.

Kasher: Some of the songs on The Ugly Organ are really self-reflective, and then others are the ones that are “on” the album [inside of the narrative]. “Sierra” is a strong song based on audience reception, but to me, songs like “Sierra,” “Driftwood: A Fairy Tale,” and “The Recluse” are the songs that are written [inside of the narrative]. The Ugly Organ to me is “Some Red-Handed Sleight of Hand,” “Art is Hard,” “Butcher the Song,” “A Gentleman Caller,” and maybe some others I forgot. Those songs are the important ones to me, where I’m breaking the fourth wall and doing an examination of “Sierra” or “The Recluse.” Once I started doing that, it became something I wanted to do on every record. I hold myself back on that, because I realized that it could be annoying. I know I’m already annoying because I’m constantly self-deprecating and denigrate religion too much, so I don’t need new ways in which I could be annoying.

Maginn: “A Gentleman Caller” is probably the perfect mesh of all that is Cursive in some ways. When we wrote it, we called it “Perv Song” because it was so pervy-sounding, from a musical perspective — but then it ends so beautifully. I feel like that song encapsulates a lot of parts of that record all in one place. It’s got the perviness of “Butcher the Song,” but then it’s got the beauty of “The Recluse” and a little bit of Bloody Murderer” with really cool guitar interplay and cello. Then there’s the almost-Baroque “doo doo doo doo” stuff that happens. I think “A Gentleman Caller” definitely still sticks with me as a well-rounded example of the whole record.

Kasher: I think a really good example of my kookiness or weirdness is that I tend to get excited about the more eccentric music on The Ugly Organ. I love “Butcher the Song,” but I know better than to do an album of all songs like that. Matt has always been a really great editor for recognizing when my writing is getting too weird, and he’ll come in and save it. I have a tendency to always want to write in that style, like “A Gentleman Caller.” I love that style. But then as [current Cursive multi-instrumentalist] Patrick Newbery, with a smile on his face, asked me, “Do you really think people like ‘A Gentleman Caller’ or do they tolerate it because they want to hear ‘The Recluse’?” I think there’s probably some accuracy in that because I’m sure there are plenty of Cursive listeners who tolerate “Butcher the Song” to get “Sierra.” I’m not going to do a record of just “Sierra,” but I know better than to do a record of all “Butcher the Song.” My favorite listener would anticipate the “Herald! Frankenstein” and appreciate it, even if their favorite song might be “Art is Hard” or “The Recluse.”

Kasher: As far as The Ugly Organ not really being as conceptualized as it may seem, one example is that the “doo doo doo doo doo doo doo doo” on the end of “Staying Alive” was only written for “A Gentleman Caller.” It’s just part of that song, but I recognized that it was a way that I could tie the record together with it — and that was before we even decided to go more conceptual with the artwork. I just wanted to bring the album a little bit closer together and have everything feel like there were certain elements going from one song into the next. We started testing it live, and it seemed to make sense. But it wasn’t a forethought or a part of the bigger concept, that was all Ted.

Schnase: The most challenging bit for me was “Staying Alive.” I don’t remember if the take we used was my first time or the second time, but it’s a 10-minute song. If you fuck up in the middle of it, you’re screwed and have to start all over. The take that’s on the record, I got like seven minutes into it and totally fucked up a roll. I fucked it up so bad, but I kept going to pretend like it didn’t happen. You’ll recognize on the record that the drum part kind of fades out. That’s because I fucked up, so they mixed it so you couldn’t hear it anymore. I think there’s even some distortion on it just to make extra damn sure that you couldn’t hear it.

Kasher: “Art is Hard” and “Butcher the Song” are the two songs I tend to think of the most when I think of what the album means to me. I recognized “Art is Hard” was a banger as soon as we wrote it. I knew it was gonna be the first single. I remember laying on the ground in the studio while working on the lyrics, because I was being super precious about it. I recognized that it was going to be a strong song on the record, so I was just writing and rewriting it. I was writing stuff that was super earnest, just trying to milk it of any of its emotion to make it a “true” song” — a great fucking song. Then I caught myself doing that and was so repulsed by how I was making a total artifice out of what I was doing that I was just disgusted. I started just shooting out the lyrics that it currently is, like “Cut it out! Your self-inflicted pain is getting too routine…” I ended up writing it pretty quickly, but it was all in response, like, “This isn’t a precious song. Stop trying to create some artificial bullshit. Nobody wants to hear that. You’re being an asshole. I would rather take a dump on this song and ruin it than allow you to put some fucking artificial shit on it. You’ll never want to play it.” It made the song way more honest, and it showed the kind of asshole that I am.

Beyond the individual songs, The Ugly Organ is often celebrated for its theatrical narrative arc — but the entire storyline was really nothing more than an accidental afterthought.

Stevens: I remember Tim and I talking about taking this concept record beyond Domestica — which is just a little story about these people — and taking it further to create this monster of a concept. Tim really wanted to play keyboards back then, because he was bursting out of his musical self during that time period. He wanted to embody this character that he’s describing more, so it makes the performance more real for the fans. I feel like that character’s perspective was easy for him to write from because he’d already been feeling that way. It was a self-fulfilling prophecy kind of thing.

Kasher: It’s definitely less romantic than some people want to hear, but it was a totally unintentional concept record. We just put the whole record together, and after all of the pieces were assembled, Ted sat down and spent some time with it on his own. He was like “All of this stuff is really connected more than you realize.” He started playing with that idea of playing it out as a musical, and I really ran with that. Everything was a lot more connected through the threads that Ted had found.

Stevens: It’s a murky record, as far as a concept — or all the different concepts — but I just kept pushing him to go with his gut. The meta thing is fun and interesting, and I was trying to write from another character’s perspective who’s in the works. So it’s not just one story, but several different stories happening at once. It’s not as cohesive to me as Domestica, and I don’t assume the listeners find it cohesive — but I don’t want to take that away from anyone if it’s meaningful to them. It wasn’t until we sat down and started doing the liner notes that it came together. I worked on the liner notes a lot. I feel like adding the stage directions in the liner notes was my one real good contribution. It helped me see that even if it was initially this gumbo of people and concepts thrown together under this banner, bringing it all back with that stage direction and editing on the liners made it felt more cohesive.

Maginn: A lot of the transitions and narrative things were actually Tim and [producer/engineer] Mike Mogis. I was involved and had a strong opinion about the sequencing, but those crossovers between the songs was Tim really tying them together. Mike’s very into that sort of thing, and I’m sure we stole that idea from somebody else. I can’t think of what bands we listened to back then that would blend the songs together in that theatrical way, but I’m sure we took it from them.

Kasher: Some seasons I’m into [transitions between songs], and other seasons I’m not. It probably has more to do with “How recently have I done it, and is it OK to do it again?” I tend to feel like I shouldn’t do it every record, but it’s my preferred way to do a record. It’s such a little thing, but I think it’s a way you can really find yourself becoming immersed into an album. It’s keeping you hooked. I’ve also just been a fan forever of natural and less common sounds and soundbites. It gets your imagination racing as to what the hell you think is going on — especially if you’re not really sure what you’re hearing — so you start coloring it in yourself. I was really into it around that time, so I know we did a lot of it on Burst and Bloom as well. I remember working on some of those interstitial parts after the fact when we were mastering it, as well.

Stevens: Mike Mogis has such unique skills. He’s a great guitar player. He’s got an amazing ear for music. But it goes way beyond that in the studio. He has this love for it and collection of instruments — and his ability to play them well and get them to sound perfect. And then there’s his ability to manipulate the mixes. Mike and I had worked together in the studio for probably seven or eight years before The Ugly Organ, and he’d just gotten a bigger space to work in. He had those big, giant chimes that you hear on it, the vibraphones, and his own timpani, which sounded amazing. He’s a big part of that record and a lot of that stuff. He was able to take our energy and where we were coming from and help us shape it and make it really weird.

After finishing the recording, Cursive knew they loved The Ugly Organ. But no one in the band was so sure that anyone else would.

Maginn: There were times when we would listen to The Ugly Organ tracks before they were completely finished, and we were really excited about it. We really loved what we had done, but we were also really, really afraid that people would hate it since it wasn’t really post-hardcore. But there was always some reassurance among ourselves like “Hey, even if they hate it, we did what we wanted to do and we should be happy.”

Kasher: I didn’t have any impression that people would get as excited about the record as they did. I think there was maybe just a little bit of hubris because Domestica had gotten a little bit of attention, and Bright Eyes and the Faint were getting some attention. So getting attention was something I was acclimating to, just in the sense that people were checking out our scene. With the new songs getting a good reaction, it was like, “OK, I think we’re going in the right direction.” I think I was just selfishly stoked that something we had written was getting early positive reactions.

Cohn:  I really don’t think that there were particularly high expectations for it. The first year that I was in Omaha — which would have been 2001 into 2002 — we were touring and such, but I literally went to a temp agency and got a job working in an accounting firm. Music wasn’t anyone’s sole focus, even though I had moved to Omaha just to be in this band. When we finished the record and were poised to release it, I don’t think there was any feeling of “This is gonna be it for us, guys.” There was a lot going on because Cursive was a part of this whole Saddle Creek scene with the Faint and Bright Eyes. Each band was having its own little moment of success, one after the other, so success didn’t seem like an impossibility or an unknown. But I recall a feeling that we might have made something unlistenable, or that people might listen a little bit but maybe not get it.

Kasher: I went through a bout of such anxiety and pre-release regret that we had just truly fucked up. I was given the freedom to write whatever the fuck I want — not what I thought people want to hear — and ended up apologizing to the band and giving a pep talk before it came out. “I think we really fucked up here, but when this comes out, we all need to remember that we like this record and that this record is important to us. It doesn’t really matter if anyone else likes it. The most important thing is that we like this record.” It was the way that one feels when you do something that’s a little too close to home or a little too personal. You go, “Oh my god, everybody’s gonna hate this. I’m going to be the laughingstock.” You’re back in grade school and wrote a poem about your family or your dog, and you’re like, “Everyone’s gonna make fun of me.”

While the album received near-universal acclaim from publications ranging from Rolling Stone to Alternative Press and was Cursive’s first appearance on the Billboard charts (peaking at No. 9 on Independent Albums), it wasn’t enough to keep the band together. In fall 2004, the group announced a hiatus — a break which lasted less than two years.

Cohn: The tours before The Ugly Organ were smaller venues. There’s obviously a huge audience for Domestica — and those early tours were always exciting and had a lot of energy — but I was flipping through the first chunk of my diary [from after The Ugly Organ] and my notes are like, “Wow, this show is sold out.” “This show is also sold out.” I think that was the big turning point for really reaching people. I have a memory of being in D.C. and how the crowd was singing along to so much of the show, and how exciting that is.

Maginn: There was just more enthusiasm at those shows. It’s not like the Domestica shows were not enthusiastic, but there was more for The Ugly Organ. Maybe it was the bounce in “Art is Hard” or the straightforward speed of “Some Red-Handed Sleight of Hand” or whatever, but it was a little bit more raucous. It may be just that we were really starting to draw crowds at that point, and it seemed like they were really into it rather than just learning about us or something. The crowds for Cursive have always been good, in that they’re either listening carefully or having fun and jumping up and down. But I do feel like The Ugly Organ got a little more raucous.

Stevens: I don’t remember feeling very grateful at the time. I just remember being young and kind of privileged or entitled, and just feeling like, “Well, yeah, this is what we do now. We just devote our lives to the road.” It just seemed like the right time for us, and we were all in our mid-20s. After my entry [into Cursive] in ‘99, I noticed a big change in our popularity, those first couple of years. This was a continuation of that. I don’t have regrets, like, “Oh, I took it for granted” or something. I think I was just too young to even really have any perspective on it.

Cohn: A little bit later, we went on tour with the Cure for Curiosa. That was incredible, absolutely amazing, and totally life-changing. We were going back to cities we’d been to before, and we could really feel the impact after the show was sold out. There were so many more people that we moved up to the next size venue in that town. Or in the case of somewhere like New York, you’re going from playing Bowery Ballroom to playing two nights at Bowery Ballroom.

Stevens: It feels like it went pretty quickly from the excitement of “OK, the record’s out. You’re touring and everything’s great” to “OK, we’re taking some time off. Everybody go back to work or go home or do what you’ve got to do. Just don’t plan on being in the band or touring anytime soon.” It’s just a blur of fun, youth and good energy — and probably bad energy.

Schnase: We always said that if Cursive needed to take a break, it took a break — but I never felt like it was going away. I just always assumed it was something that we were going to come back to. I don’t even remember the circumstances or why we decided to walk away at that point.

Stevens: We had elders of our scene who toured and had released successful records, and when we decided to break up for a little bit after The Ugly Organ, I remember some of those elders sent word, like, “Tell them not to stop. Tell them not to break up or take a break. Don’t slow down at all. Don’t even pretend to hit the brakes. Don’t project that at all to your fans because that’s not going to help. If you’re feeling weird or tired, or if the band’s not getting along, just shut up and shake it off.” I don’t think we made a formal press release or anything saying we were officially taking a couple of years off, but we knew we’d only proceed when it felt right to us. But that’s a whole ‘nother story.

Two decades later, The Ugly Organ remains the definitive Cursive album and is considered an essential piece of the era. Its unique tale and timelessness continue to connect with new fans to this day.

Schnase: I think if we knew [why The Ugly Organ still holds up 20 years later], all of our records would sound that way. I think it’s because the message is pretty universal. The record is dark, but as it goes along, there’s hope that builds toward the end of it. It’s like “Everything is really terrible. Nothing is right. Nothing’s ever going to work again. But there’s still hope.” It’s probably that message, and Tim is a great writer who tells an amazing story. I think that always holds up. What I love the most about his storytelling is that I never really know if it’s true or if it’s fiction. He’s always done a great job of balancing that — and if you ask him, he’ll never admit to any of it.

Kasher: I think it’s because a lot of the songs are either love songs or heartache songs. “The Recluse” is a love song. “A Gentleman Caller” is definitely coming from a place of love. But I also think that the pieces about self-examination [hold up] as well. I would hope that you’re not too young at 14 or 16 to start self-examining, and I would hope that it would be something that people would recognize and see in themselves as well. I still remember who I was at 14, and I was a sharp kid. I respect myself as a teenager more than I respect myself at a lot of other points because I was so hungry and open-minded.

Maginn: The Ugly Organ has the same spastic, odd, eclectic sound that often came from Tim’s writing — even in his bands before Cursive. I think The Ugly Organ is a very well-rounded version of Cursive because it has that oddball sound that really comes naturally to the band.

Kasher: The Ugly Organ is a reflection of the weird shit that we’re into as a band, and it really does make me really proud. It really felt like the most tapped-in that we’ve been as far as what we sound like. I know that Happy Hollow is less authentic than The Ugly Organ because, as a fucked-up artist, I needed to walk away from everything we just did and specifically not do The Ugly Organ again. There are lovers of Happy Hollow, and it was a successful record, but a lot of people felt burned by it. But that’s the asshole type of artist I am. I was like “Y’all fell in love with The Ugly Organ so much… Guess what? You’re never gonna hear that again. I hope you didn’t wear out your record because that’s the last time you’re gonna hear that!” I think I’ve grown up a lot since then.

Cohn: Listening to The Ugly Organ now, it goes by so fast. I just listened to it, and I was like, “What?! It’s already on ‘Staying Alive!’ It’s already over!” I think it really holds up. I absolutely love it. I’m really proud of it.

Schnase: I joke about this a lot, but The Ugly Organ really is the peak of everything for me as a musician. I can’t believe it was released in 2003. That’s also the year I got married. Tim gave my wife and me the artwork that he painted for it as a wedding gift. That record represents the pinnacle for me, personally. I’ve still got the artwork hanging up in my room, so I see it every single morning when I get up and go to sleep. It just reminds me of how cool of a time that was and how lucky I was to have been in a situation like that, considering all the things that had to happen for me to be in that situation.

Maginn: We were lucky to get the positive response that we got to The Ugly Organ because there’s a lot of other art we’ve done in our lives that doesn’t really generate a lot of attention or appreciation. Obviously, this is our biggest record, and it’s awesome that it’s still appreciated because the last thing you want is something that doesn’t age well. If it can still appeal to people throughout their lives this much later on, that’s one of the highest honors we could have. There’s stuff I connect with on there when we play a song, and a certain lyric of Tim’s will hit me in a different way — like “I don’t think I really processed it that way when we did this record…”

Maginn: When a record takes off like that, you’re so thrilled and so excited — but the DIY or the punk or the artsy side of you is like “Is that cool or not? I don’t know anymore.” Then you play it a million times and you get tired of it for a while. But I think it’s stood the test of time for me now. I have complete appreciation, respect and love for that record. We’re lucky to have created it, and even more lucky that anybody cared.

Schnase: My favorite thing about The Ugly Organ right now is that YouTube exists, so it’s still getting spread around. My daughter can tangibly see it. She can pull up one of the videos, and it’s got 50,000 or 60,000 hits or whatever. That kind of shit matters to her. So selfishly, in my life right now, it means that I have exactly one cool point with my daughter and her friends.

Cohn: What makes any album stand the test of time? Why did I connect with the Kinks or Stevie Wonder — I’m not comparing Cursive to Stevie Wonder. I don’t know. I guess it’s a good record. Emo has come back. The kids are all emo now.

Stevens: But we didn’t use the term “emo” at the time, because it offended us — we hated it so much.

Kasher: I like the term “art rock.” It’s such an obscure genre that it’s almost not a genre. Like what is that even?

To see our running list of the top 100 greatest rock stars of all time, click here.

For over 24 years, Umphrey’s McGee have pushed the limits onstage — playing an improvisational progressive rock style that effortlessly merges genres, moods, meters, and tempos. They’re veterans now, but back in September 2001, they’d just graduated from the University of Notre Dame and everything was still fresh.

Umphrey’s had built a strong following outside of their midwest base and, independently, expanded their reach with a unique live approach. In fall 2001, having made major headway on the touring circuit, they set out on their second big East coast tour of that year. It was a pivotal month for the band — during a time of national tragedy, they staged what could be their most meaningful show.

More from Spin:

• 113 Musicians Predict the 2023 Baseball Season
• Jam Band Umphrey’s McGee Wants Fans to Wear Headphones at Their Show

Before heading out on the road, Umphrey’s McGee had built the trek around a September 10th gig at New York City’s jam band haven Wetlands Preserve, a venue they’d played several times before. Owned by promoter Peter Shapiro — the current owner of the Capitol Theater outside of the city and Brooklyn Bowl — the Wetlands was a TriBeCa venue that booked both established and rising artists in that scene.

Just after their fall tour was booked, the Wetlands lost its lease and the Umphrey’s show was canceled. Shapiro, wanting the venue’s final shows to honor the legacy of the club, brought back its decorated alumni to close in style. Had the show not been canceled, the band would have found themselves in New York City on the morning of 9/11.

What follows is the story of that time, told directly by the band members and their associates.

Peter Shapiro, former Wetlands owner: On the night of Sept. 10, Warren Haynes, Mike Gordon, Stanley Jordan, and DJ Logic played the show instead of Umphrey’s. We unfortunately had to cancel their show. It was the end of the venue, and we felt it was appropriate to have the final week of shows feature some of the venue’s most established alumni since its opening in 1989. We had some huge acts. Lots of people were at that show; it went ‘til almost 6 am. My friend, live music fan, and photographer, Greg Aiello, had a pretty amazing story because of that show. He was going to miss it but then heard that Mike Gordon from Phish and Warren Haynes were going to show up at the Wetlands. He worked at Oppenheimer Funds on the 32nd floor of Tower 2. He walked out of The Wetlands as the sun was coming up and headed over to crash at a friend’s apartment. He was awakened to his phone buzzing constantly; his family couldn’t reach him and thought he was at work. Greg says that, for so many reasons, music literally saved his life!

Joel Cummins, keyboards: There’s no shame in being bumped because Bob Weir needed your slot. That said, playing the Wetlands was a huge badge of honor, and it had somewhat of a built-in audience that launched the careers of many young bands on the scene. So losing an important gig like that really felt like it could hurt our momentum in New York City. We’ve played the Wetlands maybe two or three times before then. And it was like, you know, Jam Band Mecca of New York City. If you wanted to play the place that mattered, that was where you played. So getting canceled was kind of a bummer. But then when we found out we got the Lion’s Den gig with Addison Groove Project. We were like, OK, cool. This will at least be something that’s salvaging the tour. We’re getting to play in New York City.

Sept. 8, 2001

Before they headed to New York, Umphrey’s was in Pittsburgh for their friends’ wedding, where — after commandeering the event space after hours — the first-ever “Jimmy Stewart” sessions took place at the Jimmy Stewart Ballroom at the Renaissance Pittsburgh Hotel. The staff let the band play uninterrupted late into the night as they explored the musical language of improvisation. The essence of the “Jimmy Stewart” concept was to improvise in a way that sounded planned and scripted. Umphrey’s attempt to perform new music in real-time in front of an audience.

Vince Iwinski, manager: While we’re in Pittsburgh, we have to restructure the tour. We ended up, I think, in Pittsburgh an extra night. I believe Jeremy (the groom) put us up somewhere, and then we made our way to Ithaca, New York.

Cummins: Thinking we’d disguise ourselves, we turned out the lights in the room and just tried to play. Turned out, it made us listen to each other. But the front desk one floor below us also knew exactly what we were up to. Turns out, they didn’t care as long as no one complained.

Kevin Browning, manager: Playing that night in Pittsburgh was a penultimate moment we didn’t yet understand. Celebrating the nuptials of great friends was joyous enough in its own right, crystallizing the essence of what would prove to be the UM trademark was beyond expectations.

Sept. 10, 2001

After Pittsburgh, the band headed to Ithaca, where they were now scheduled to play the Haunt on 9/11. They found a band and breakfast, a retreat for bands on the road, run by a guy named Way who advertised in Relix. Deep in the woods with no TV or internet, the house had an analog vibe.

Cummins: The place was not what we expected it to be. Unfortunately the “Band and Breakfast” did not underpromise and overdeliver. Upon our arrival, we discovered the advertised hot tub needed to be filled by warming cauldrons of water on the stovetop. The owners then asked us to turn down the electric instruments at something like 9:30 p.m. that night because he was going to sleep with his girlfriend in a room next door. We were promised all-night jams! So we had to just get drunk and play acoustics and singalongs on the porch that night.

Browning: We did everything you would expect a young band on the road to do at a retreat like this — we drank, played guitar, wrote music, and partied all night. We stayed up way too late at Way’s place after the show. It was sitting on the porch playing acoustic guitars in a cabin in the woods. They started messing around with this improvisational stuff that they had just done a few days prior with no idea the next morning would bring us something none of us would ever forget.

Sept. 11, 2001

On the morning of Sept. 11, Iwinski woke up late to a number of missed calls from his sister on his cell phone. (Remember, this was 2001 — he was the only one with a cell phone.) When she finally got ahold of him, she told him to wake everyone up and to turn on the news immediately. The country was under attack.

Iwinski:  Sept. 14 was the rescheduled New York date. We were bummed we couldn’t play the Wetlands anymore, so we booked the Lion’s Den in New York. The Lion’s Den was owned by New York firemen. I’ll get to that part of the story later. The night before, we probably overindulged. I was the only person with a cell phone at the time. I’ll never forget my little orange Nokia phone with its annoying ring. My phone kept ringing and ringing on the morning of Sept. 11. Everybody was asleep. Bayliss woke me up because it was ringing non-stop. I’m kind of groggy but fully woke up when I saw all the missed calls from my sister.

My sister, who’s eleven years older than me, says, “Where are you?” And I was like, “I’m in upstate New York. What’s the problem?” She’s like, “Do you not know what’s going on right now?” “I don’t know; I’ve got a headache. I know THAT’s for sure!” And she said, “Turn on the TV now.” I said, “OK, but there’s no TV here. And she said, “The World Trade Center has been attacked. Are you in New York?” I’m like, “I’m in upstate New York.” And she’s like, “Go find a TV and get somewhere safe.” She’s getting crazy. And so I wake everybody up. I said that my sister just called me and something was going on. And so we kind of throw ourselves together and jump into Kevin’s Suburban and drive into town. There was a TV store, or some sort of electronics store with TVs on, and people are standing outside watching the footage of what’s going on. And we’re like, holy shit. We didn’t know what to do. Remember that movie Red Dawn? It kind of started to feel a little like that. What should we do? We ended up going for a hike in the woods, to a waterfall in Ithaca. We wanted to talk and hike and assess and try to wrap our heads around what the hell is going on. And we’re supposed to go to New York later that week.

Cummins: Like everyone else in the country at that moment, on that day, we needed to try to make sense of it all. We were in our mid-20s; we had no idea what to do. The guys decided to take a hike up to some of the waterfalls in Ithaca to figure out what they were going to do about their show that night and process the unthinkable tragedies of the day. After our hike we went to the venue, the Haunt, to see if the show would still be on, and it was. The venue had its TVs on, which made it hard for anyone to focus on anything other than the country being under attack. We were glued to the TV even when we were supposed to be focusing on soundcheck.

Throughout the years, any time a well-known musician died or the country experienced a notable event, the band often paid homage to it through their shows. That night, they played Jaco Pastorius’ version of “America the Beautiful” led by bassist Ryan Stasik, and the room went silent.

Ryan Stasik, bass: You could hear a pin drop. I was in shock, along with the rest of the world. The venue was replaying the planes hitting the towers ad nauseam on the televisions. Performing Jaco Pastorius’ version of “America the Beautiful” was a healing moment in a time of tragedy. Luckily music was still there to help out, even for just a moment.

Andy Farag, percussion: We didn’t think we would even be playing, I mean, the mood was definitely somber. But we also felt like it was the right thing to do to still play a show. The turnout wasn’t great, so, yeah, it was a little strange. But we all still thought it was the right thing to do.

Sept. 12, 2001

Howie Schnee, a concert promoter in New York City, had shows booked all over the city the week of 9/11. With the nation under attack and the city shut down, Schnee had a lot of rescheduling to figure out and not much time to do it. He called Iwinski to see if Umphrey’s was still interested in playing in the city on Sept. 14. After the Wetlands cancellation, it was a show they booked to replace it. The band wasn’t sure if the show would be canceled.

A Boston show at House of Blues on Sept. 13 was still scheduled, and the band headed there from Ithaca. Upon arrival, the city was eerily quiet. There were no planes overhead, little traffic, and people were still on edge. “It was so strange looking up in the sky and see no planes,” says singer-guitarist Brendan Bayliss.

Browning: The scope of the tragedy took days to sink in. The reality that most of those lost wouldn’t be found became clearer. We didn’t know exactly how the world would change, but we knew it would all be different from then on. Waiting for an imminent war is sobering.

Cummins: The NYC Lion’s Den gig had been booked some time in early August. After we heard of The Wetlands fiasco that canceled our Sept. 10 show, there we were offered a co-bill with our friends Addison Groove Project. On Sept. 12 or Sept. 13, promoter Howie Schnee called and told us Addison Groove Project didn’t feel right playing the show and that they were going to back out. Howie told us he would still love to have us and that we could now play two sets if we wanted. We asked what he thought, and he said, “I think people will really need live music by Thursday night. All we’ve done is stare at the TV in disbelief for the past two days.” So we made the decision to play the gig, against some of our families’ wishes, who were naturally still concerned for our safety out on the road. We knew we needed to do the show, and we wanted to do it. It was such a weird time. We just wanted to take people’s minds off of it.

Sept. 13, 2001

The Boston show at House of Blues was sold-out. That night, the city was on edge. Bayliss remembers that one of the terrorists’ vans was found across the street from the hotel where they were staying. American Airlines Flight 11 took off from Logan Airport with five terrorists aboard.

Everyone was so on edge that the venue had to be cleared out during the set break show since the fire alarm went off. The fire department cleared the venue, but the alarm went off not because of a fire: instead, the band set it off by smoking weed.

Cummins: Yeah, we were smoking weed in the green room. We have a bad history in Boston of getting in trouble with security. But that’s another story. We set off the fire alarm, and it totally freaked everyone out because it was, you know, right after 9/11. We had to say we were stoners and we’re really sorry. And they had a serious restaurant at that point. It was full of people dining, and they had to clear every closet in the entire building. Jesus. But yeah, it definitely was one of those times when everybody was still on edge. Only when it was at the end of the night, and the venue was closed, could we actually laugh about it.

Sept. 14, 2001

The Lion’s Den wasn’t only a well-known club in Manhattan, but it was also owned by some special people. Umphrey’s McGee weren’t aware of this until they arrived at the Greenwich Village venue.

Iwinski: We immediately realized that not only would we do the show, but we also wanted to do it for the firemen and the people of New York City. We all knew we had to be there and play a great show that night.

Cummins: Andy Farag, our half-Egyptian percussionist and best driver in the band, was driving when we arrived in NYC. We somehow came through the wrong lane of the Lincoln Tunnel and ended up in a “city bus only” lot. Security immediately surrounded us for questioning and we explained who we were and what we were doing. President George W. Bush was at the World Trade Center that day accessing the damage and to give a speech. After a quick look into the trailer, they bought our story and sent us back out the correct way to get to the venue. There was an eerie calm once we rolled up to the venue, with the wreckage of the Twin Towers in plain sight just a few blocks down the street. I couldn’t bring myself to walk down there — it was just too fresh. The smell reeked of burning plastic, metal, fuel, and humanity. It was painful even at that distance. The smell will always be with me.

Brendan Bayliss, lead vocals and guitar: Driving into New York, I remember everybody was just quiet. We weren’t really listening to music, and you could see the smoke from like an hour away. It was almost like we were driving into a war zone. That kind of felt dangerous. And should we be doing this? The Lion’s Den, where the gig was, was close to Ground Zero. I remember at one point we had a little bit of time, and a few of us walked and got as close as we could. It was all barricaded off, but you could smell burning. And it was like we were literally in a war zone. There were cops running red lights left and right. It smelled like poison, like something I shouldn’t be breathing in.

Jake Cinninger, vocals and lead guitar: When we finally did get the Lion’s Den show, we pulled up to the venue. And I believe the Lion’s Den was owned by a lot of firefighters. It was kind of like their local bar hangout. So when we pulled up and loaded in equipment, there were soot-covered firemen at the bar having a drink. It was crazy. They had just been pulling bodies out of the rubble, you know, and then they’re like, on their little break and having a drink at the bar. I remember when we were finally up and playing, they said to play something to help get their minds off of all this. So at our regular soundcheck, we ended up kind of playing for the guys that were just having a hell of a day obviously. I remember vividly playing a Waylon Jennings tune, “Good Ol’ Boys.” I thought that was kind of funny, and so did they. I do remember that. Like, they needed to hear a little something other than, you know, sorrow and misery. So yeah, it was pretty special, for sure.

Farag: I remember the fighter jets flying over Manhattan like it was a war. Yeah, it was kind of eerie seeing them flying through the skyscrapers. Wow.

Cinninger: One of the weird things was to look up into the sky. There was no air traffic. Normally, you look up and you’d always see some sort of activity going on in the skies. But there was, like, nothing. They canceled all the flights, right? It was eerily quiet. It definitely stood out. New York is just always such a city that you feel is so big and loud; there’s a pulse. The crazy energy was just so subdued. It was the greatest attack on New Yorkers ever. New Yorkers had so much pride.

Cummins: That metallic soot? Burning plastic, burning metal? Yeah, it was, you know, burning bodies. Probably. It was shocking, the whole thing. I mean, I remember that, when you looked down the street that the Lion’s Den was on, you could see the World Trade Center wreckage from in front of the venue. That’s how close it was. I have vivid images of those shards of split steel. It was really, really, really traumatizing

Cinninger: And fresh, right? It just felt really fresh. It was interesting to be there at that place at that time. It’s kind of weird that we were even there at that time.

Iwinski: There were firemen sitting at the bar crying their eyes out because they had lost some of their firemen brothers. And some of these guys own the Lion’s Den. And right outside of the venue, like half a block away, there was a huge memorial with candles and pictures of people that were missing.

Stasik: We were kids, only a few years out of college. The world changed overnight, and we had to grow up. This night would be one of the most important shows we would ever play.

Bayliss: There was only one song that I wanted to play that night: “Trenchtown Rock” by Bob Marley. I don’t even remember what else we played that night. That song, those lyrics at that moment, was all I cared about. These firemen spent four days risking their lives, losing their brothers, working around the clock. It was all so surreal. They had no fear. They worked around the clock to save lives, after many of their friends had lost theirs. No time to even mourn.

Browning: It was beyond surreal. After wandering the surrounding blocks looking at the thousands of “Have you seen this person?” flyers tacked to every streetlight, the scale of it all sunk in. Back standing at the soundboard before soundcheck, I listened as two firemen in full gear sat at the bar rattling off names of their co-workers. “Frankie?” “Didn’t make it.” “Dallas?” “Don’t know.” “Jimmy?” “Nope.” A dozen-plus names later, it was evident most of their buddies wouldn’t ever be going home, and I just lost it right alongside them.

Cummins: The crowd for the Lion’s Den show was really focused and responsive. There was a ubiquitous appreciation for everyone [of what] live music meant to both the band and fans. The thought that our way of life could be taken away from us, everyone in that room held on to each note that night. It had never meant more to us.

During the shows, people popped in and out of the venue, having a drink before heading back to Ground Zero. The band performed one of their most emotional sets of their career. During the gig during load-out, one of the venue’s bartenders stood with a fireman staring down the street. They had the 1,000-mile stare: The expression in their faces said it all — they couldn’t believe the World Trade Center was gone. The owner of the Lion’s Den was so thankful that he and his brothers were able to be distracted, even for a short time.

Bayliss: My final memory of the night was how it ended. The guys stayed after for a while and drank with the firemen and fans. We all got a little wasted and never discussed who was driving us out of the city. Being the last one out of the venue, I was selected to be that guy. We drove away, trailer and equipment in tow, zigzagging in and out of the way of all the fire trucks, police cars, and ambulances…only to be stopped and questioned at the Holland Tunnel. We couldn’t have been more suspicious-looking, and the trailer didn’t help! Ultimately, they let us pass to eventually sleep it all off.

Outside, the smell of smoke and rubble was eerily prominent. The show, however, was a quiet return to normalcy that the folks in attendance badly needed.

Browning: The ash clouds fading in the rearview over Manhattan fading as we drove away was an eerie, unsettling feeling. Ultimately our consensus was that if the show helped even one person deal with the reality at hand, it was worth it.

Howie Schnee, Lion’s Den promoter: It was a cathartic show for the people in the audience. At the end, as I stood at the front door to wish people a good night, almost everyone stopped to give me a hug and thank me for putting on the show during such a difficult time when pretty much every other music venue was closed.

Cummins: Walking onstage to perform music is a singular experience in that everything you don’t need usually just melts away. Whatever cares or challenges that face you offstage become peripheral. It’s all about the music. On this particular night, the music had an extra injection of depth and meaning, thanks to the horrible surrounding circumstances. It meant more to us as musicians; it meant more to the audience. Just a few hours to break away and forget about the reality outside. That night we created a few hours of an alternate reality for us all, to get lost in the music and remember what it felt like to smile and embrace each other in something good. We will never forget it.

To see our running list of the top 100 greatest rock stars of all time, click here.

It’s October 28, 2008, and 18-year-old me is roughly third in line for Against Me!’s show at the Wiltern in Los Angeles. It’s the last West Coast stop of their fall tour behind New Wave, and my dorm neighbor has kindly driven me from the Inland Empire to the venue (I didn’t have a car for my first semester of college) hours before doors opened, sticking around to see a band she’s never heard of.

As I sip my original recipe Four Loko (I did have a fake ID my first semester of college) and avoid making eye contact with the handful of other punk kids who don’t have to work on a Tuesday afternoon, the skinny kid in front of me strikes up a conversation. Frankly, I wish I could remember what he said, but here’s the takeaway: His name was Pat, and he needed my help starting a mutiny as soon as the band launched into “We Laugh at Danger (And Break All the Rules).”

More from Spin:

• Laura Jane Grace’s Big ‘Adventure’
• 25 Songs That Still Believe in Peace
• Laura Jane Grace Isn’t Just Doing Her Best Operation Ivy Impression

My objective was clear. I was to lift Pat over the barricade sometime during the drum intro between the opening guitar chord and first line — and then follow him myself. At the front of the line, an older punk (probably in his 20s, but some of us were still teenagers) looked back on us, sporting his denim jacket with a full back patch of the Against Me! Is Reinventing Axl Rose cover.

A couple of alcoholic energy drinks, hours in line and opening bands later, I was ready to do my part. I’d only really become a fan of the Gainesville punks over that summer when I got to know the band a little bit as a part of the Warped Tour, but I was already sold that singer-guitarist Laura Jane Grace, guitarist James Bowman and the rest (at that time, Warren Oakes on drums and Andrew Seward on bass) were one of the better bands in existence.

As the set moved from opener “Miami” through a guest appearance from Tegan Quinn toward its inevitable close, Pat looked over to me, each of us far sweatier and more exhausted than when we initially made the plan hours before being crushed into the metal barrier.

Moments later, that lone G chord rang throughout the Wiltern. “We Laugh at Danger” was upon us. It was time.

I reached down and interlocked my fingers to create a foothold for my new concert buddy. Our combined efforts launched his skinny jeans clear over the barrier and into the photo pit.

“It was a birthday gift of a Mexican Telecaster…”

Pat scurried up to the stage as security scrambled to get to him.

“And from this day on I will play along to all my Young Pioneers records…”

I pulled myself over the barricade amid the sudden confusion, nearly landing on my face from the combination of sweat rolling down my hands and just generally always being bad at hopping fences. As I regained my footing, two security guards were waiting to thwart my attempt — alongside the dozen-ish other fans now flooding toward the stage.

“And there will be a poetry spoken silently between me and the stereo…”

But just as it seemed all hope was lost, a black-shirted shoulder came flying in from the stage like some kind of deus ex-punk rock-ina. Bowman had entirely stopped performing to help push away security guards from other fans, and a member of their road crew (“probably John,” according to Against Me!’s then-tour manager, Jordan Kleeman) had fully launched himself at the guards holding me. I took advantage of the chaos and rampant adrenaline to pull myself onstage, and soon security had relented on holding anyone back.

“Please don’t hit our fans,” Grace directed toward the security guards before launching back into “We Laugh at Danger.”

Honestly, everything from the mutiny that night is a little blurry (Four Loko and 13 years will do that to you), but Kleeman remembers it far more vividly than I ever could.

“The fire marshal pulled the power,” Kleeman says. “I would always go to great effort to educate the venues on what was going to happen because I wanted to make sure that security was going to let people up onstage. I didn’t want security to ruin all the fun, and I wanted to make sure that people like the stage manager for the venue knew what to expect. ‘It’s cool. We do this every night. We got it. We have a whole system down. Just chill, don’t lose your cool and everything will be fine.’ But because the Wiltern is a huge venue, we had the fire marshal there and everyone freaked the fuck out when all the fans got onstage, so they pulled the power. I have this vivid memory of Warren finishing the song just on drums — because you can’t pull the power on drums — while all the stage lights were coming on.”

While the Wiltern may have been one of the biggest and fanciest venues to host an Against Me! show that ended with a mutiny either before or after the hand-clap breakdown in “We Laugh at Danger,” it was far from the first. Since its 2002 release on Reinventing Axl Rose, the song has inspired well-meaning organized chaos at concerts — particularly after footage of such occurrences was included in the 2004 band documentary, We’re Never Going Home.

“I wish I remembered when the first mutiny happened,” Grace says. “I’m sure it was back [in the early 2000s] some time, but I don’t remember exactly when. Eventually, we were like ‘Well I guess we have to play [‘We Laugh at Danger (And Break All the Rules)’] last because that’s how people are going to react to it.’”

“It was always one of the bigger struggles as Against Me! got bigger, because we had to get security to do what we wanted them to do, and to go against all of their instincts,” Kleeman says. “We had to just be like, ‘Hey, remember, we’re the ones paying you tonight. This is our show. You get paid by the money we bring in the door, so this is how it’s gonna go.’ Lots of times, it didn’t go as we expected, because you definitely get lots of boneheaded people that want to take that job.”

But mutinies and singalong punk rock anthems aren’t the only lasting impacts from Against Me!’s debut album.

Born out of the perfect storm of punks, activists and college students that existed in late ‘90s and early 2000s Gainesville — thanks largely to local punk rock indie label No Idea Records and Rob McGregor’s Goldentone Studio — Against Me! Is Reinventing Axl Rose (better known as just Reinventing Axl Rose) breathed new life into folk-punk, anarcho-punk and punk rock in general at a time when the genre was searching for the identity it would take into the 21st century.

Aside from being one of this writer’s favorite albums and the beginning of Against Me! and Grace’s near-flawless discographies, Reinventing Axl Rose remains one of the most influential releases of the 2000s — just ask any punk rock millennial or zoomer with an acoustic guitar. But it almost didn’t happen.

Twenty years to the day after its initial release, SPIN spoke with all four Against Me! members who played on the album, Kleeman, producer Rob McGregor and other folks involved with Reinventing Axl Rose (although No Idea Records didn’t respond to our emails) to get the full story of the album that’s still speaking to punk kids today. Here’s the oral history of Reinventing Axl Rose.

In April 2001, Against Me! (Grace, Bowman, bassist Dustin Fridkin, drummer Kevin Mahon, and Kleeman as the “unofficial” manager) went on their most successful tour to date in support of their first two EPs. But what began as a glimmer of hope toward the band’s future almost ended their careers — or worse.

Laura Jane Grace (vocals/guitar): The tour we did before recording Reinventing Axl Rose solidified Against Me! into a four-piece. We had our first two seven-inches — the Crime seven-inch and the first self-titled seven-inch — and we didn’t even sell shirts. We were like “Why can’t we even pay for gas? What are we doing wrong?”

Dustin Fridkin (bass): My memories are somewhat beer-soaked and distant, so I could be running things together, but I believe that was the first big tour that I went on with Against Me! It was me, Laura, James and Kevin, and it was a freaking blast. It was so much fun. We were all under 21 at the time I think, so when we played in Buffalo and then bumped up to Niagara Falls, we crossed the border so that we could drink beer. We had a blast playing a show in Boston, where we stayed with this big, burly straightedge hardcore dude who was really a super sweet guy. In the morning, he came out like, “You guys want some orange juice?” We had a really fun time playing shows in Bloomington, where we we got involved in a house war between the folks we were staying with and a group of straightedge hardcore dudes. It ended up in a massive donut fight in a public park. We had a great time with a lot of the shows on that tour.

Jordan Kleeman (tour manager): That tour was a real eye-opener as far as like, “Holy shit, people really like this band.” My memories of those shows themselves are so vague, but I just remember it was lots of house shows — lots of people just packed into houses and people spilling out of the doorways. It was all very DIY.

Grace: Jordan originally ran a record label called Crasshole Records, and I convinced him to move down to Gainesville and live with me on the southeast side of town as roommates. At first, we were even trying to record stuff ourselves, with Jordan as an actual player in Against Me! — like, he wanted to be the keyboard player. But bless his heart, it just became apparent that he didn’t have the rhythm or the playing ability, so he took on more of a managerial role. But we were so young and naive that we didn’t realize the roles we were assuming in that way. He came on tour as the merch person. Years down the road, he graduated to tour manager, and then — for a hot second — he was our manager because we realized the dynamics we should have had all along. And then it all fell apart, because bands fall apart. That’s what they do.

Fridkin: You could absolutely feel that there was something building on that tour. There was enthusiasm and awareness, and all of a sudden, people that we didn’t even know — who weren’t even friends of our friends or anything — wanted to see our shows.

Kleeman: My most vivid memory is the end of that tour when we were on our way home. We had stopped at a drive-through — I want to say it was a Wendy’s — to get french fries and sodas. We were all vegetarian, so we would just get french fries and condiment sandwiches from fast food places. We’d just gotten back on the highway in North Georgia, and I was sitting in the back next to Dustin. Laura was driving, and all of a sudden, the van just filled with light from the headlights of a semi truck right behind us. Laura was like, “Oh, fuck! I think we’re about to get hit.” Next thing you know, it was just a loud Bang! and we were rolling.

Fridkin: We’d spent the last of the cash that we had on hand on a big pile of fries and a giant drink from Wendy’s that we were all going to share. I distinctly remember the super bright flashes of headlights coming back from the rearview mirror, and then Laura yelling “We’re gonna get hit!” Then I just felt the impact and the van skidding and rolling over and over. I ducked down and grabbed on to the bar that was underneath the bench seat, and as we rolled, I felt the soda hit my back and splash all across me. And I was thinking, “Well, that sucks. I was gonna drink that.” But eventually, I was just thinking, “Boy, I hope this stops soon, because I don’t know how much longer I can hold on.” It was a pretty surreal experience.

Kleeman: It was like you’d see in a movie, with french fries flying and floating in the air as we rolled and turned around. The semi spun us 180° and rolled us two and a half times, so we landed upside down. Kevin [Mahon], the drummer at the time, was sleeping in the loft, so every time the van rolled, he was getting crushed up against the ceiling.

Fridkin: The van ended up on its side, so we all started calling to each other just to make sure everybody was OK. Me, Laura, James and Jordan all accounted for ourselves, but we didn’t hear from Kevin, who had been sleeping in the loft. We all sort of freaked out for a second, but it turned out that he had already gotten out of the van.

Kleeman: I just remember we all got up and screamed everybody’s names to be like, “OK, you’re alive. You’re here.” Then we got out and just saw all of the Crime seven-inches and equipment strewn across the highway. The biggest shocker was that there was no semi truck stopped anywhere, and I remember that it seemed like it took longer than it should have for that semi truck to come back to the scene. They did eventually come back as we were almost done getting checked out, but we were convinced that the only way you do that is if you’re high on drugs or something. They never got charged with anything, though.

Fridkin: I don’t know how we all made it out of that with, at worst, minor injuries. We were a little bit shook up, but we learned lessons like, “How to make sure that you use the right bolts when you install a bench seat in the back of a van” and “Remember to actually attach the seatbelts to the bolts.” When you’re 20 years old, you don’t quite have a sense of these things — or at least we didn’t. I remember driving back from just outside of Calhoun, Georgia. Friends of ours drove up with their cars and our cars, and we all piled into them and drove ourselves and what was left of our gear home. I remember riding home with James, and he was just picking little bits and pieces of window glass out of his scalp the whole ride home.

Kleeman: That accident actually led to some Against Me! songs and the back cover of Reinventing Axl Rose, so it sort of became this larger-than-life event in the band’s history. But yes, I do remember coming back home from that tour. I was still living with Laura at the time, and I remember the band broke up at that point.

Shaken up and not sure of the future, Against Me! disbanded following the Spring 2001 tour and van crash. Never one to sit idle for too long, Grace joined back up with Fridkin mere weeks later to start playing once again.

Kleeman: Kevin wanted to go to Alaska. I want to say James went back to St. Pete. I don’t remember what Dustin did at that time, but it was very short-lived. Laura’s the type of person who just doesn’t stop creating and doesn’t stop writing.

Fridkin: I was couchsurfing in Gainesville at the time, wondering what I was going to do, since I had taken time off of college to move to Gainesville and do all of this. I just got a call from Laura, who was like, “Hey, I’ve got some songs. Do you want to come and play?” Those were the songs that eventually became the acoustic seven-inch. They were good songs, and it was fun to play them. I think there was probably about two weeks of wondering what the hell was going to happen when we broke up — which was mostly because Kevin left. Kevin and Laura were really the core of Against Me! at that time. I don’t know how James felt, but I felt like I was just kind of parachuting into this thing that they had created.

Grace: Kevin decided that he wanted to go off train-hopping with his girlfriend, and James was working at this place called Steamers at the time. He just threw himself into working that job, because Against Me! certainly wasn’t something any of us could pay our rent off of or anything. But Dustin was down to keep doing it with me, so we carried on as a two-piece for a second — just bass and guitar.

Fridkin: Laura and I had been in bands together before Against Me!, and she didn’t leave the bands as much as Against Me! just went from a side project to her main thing. Then as now, Laura is an impressive singer and songwriter, and she’s always had an extraordinary stage presence. Honestly, for as long as I’ve known her — which is middle school, and then we met James in ninth grade — she’s been the most driven person I’ve ever known. Playing music is what she has always wanted to do, and fortunately for her, she’s always been good at it. So yeah, when Against Me! broke up, that wasn’t going to stop her.

Kleeman: I have this vague memory of walking over to what must have been Dustin’s house and seeing Laura and Dustin playing acoustic. She was like, “Hey, I think we got something here. Let’s go record these songs and do this.” Most of those songs ended up being re-recorded again for Reinventing Axl Rose, but that’s what led into the acoustic EP, which we put out on my label. It was just her and Dustin recording like three or four months after that accident, and at the time, it wasn’t going to be called Against Me! She wanted to call it James Francis Grace after her grandfather, but the James Francis Grace name only stuck around for about a month or so. I think she quickly realized that Against Me! is her, no matter who else is there, and that nobody wanted to lose the name cache that we had already built up at that point.

Grace: When the band broke up after we got hit by the semi truck, I was unsure if I could continue under the name Against Me! I still had the songs, so I was like, “Well, maybe I’ll just take it in a solo direction or whatever.” If I was going to go in that solo direction, I was going to take on my grandfather’s name, which was James Francis Grace. I actually played one show on the DL at this place called Eddie’s Attic in Atlanta, Georgia, under the name James Francis Grace. There’s a recording that exists of it where the announcer introduces me as such. But then I got bored of that setup. It wasn’t fun.

Fridkin: Laura had pretty much come up with all of the songs herself, and [I was just] trying to add bass — and I mean that on the most basic level. It was like “I’m playing a low note here at the right time.” Then Laura and I just burned through those songs, made that EP, and would just drive around the southeast in my Honda Civic hatchback. We played a show in Whitesburg, Kentucky — which was a place that we’d never been before — and it was a super duper fun show with all these cool punk activist kids from southeast Kentucky with bone-deep Appalachian accents. It was just a scene that we hadn’t ever seen or experienced before, and it was a blast.

Kleeman: That acoustic EP was recorded in July, and [Reinventing Axl Rose] was recorded in December, so everything came together very quickly after that. I remember Laura considered calling the acoustic seven-inch Reinventing Axl Rose, so the name was already there.

Warren Oakes (drums): I was in a band that played this punk house in Orlando called the Red and Black Shack with Against Me! when they were still with Kevin in their bucket drum incarnation. I think we also played with them at a show in Sarasota — maybe at the Monterey Deli or one of the other smaller venues. And actually, I think another band that I was in from Orlando also played a show with them. Then I moved to Gainesville and started working at Steamers with James and Kevin.

Grace: I tried playing with Warren years before — probably in 1999 or 2000 — and it was cool, but he lived in Sarasota at the time. By this time, he had moved up to Gainesville, so I just asked him if he wanted to get together and play with me and Dustin.

Oakes: Actually, I had come up from Sarasota with my drum set a while back and did an audition for Laura, because Kevin had gone train-hopping and they had the opportunity to do a tour with Submission Hold. Laura needed a drummer, and she remembered that we had played shows together. I was somewhat available — having recently gotten back from my own train-hopping trip — so I was like, “Alright, I could do that.” It actually went really well, but I think Kevin made it back in the nick of time to do some of the Submission Hold shows.

Grace: We got together at my house one or two times, and I think James caught word that we were practicing. Then the next time we practiced was at Warren’s house —  which was strange because it was a house that my friends from middle school and high school had lived in prior when they moved to Gainesville for college, so I was oddly already familiar with the house — and James just showed up like, “OK, if we’re doing this again, then I’m doing it too.”

James Bowman (guitar): I was working at a sandwich shop, and I got Warren a job there. Then one weekend, he came like, “Oh, I played music with Laura and Dustin…” I was like, “What the fuck? Dude… What?” I remember asking Laura “What’s going on?” and she invited me back over to play. Then it just kind of happened. I was back in the band, and Against Me! kind of started again.

Oakes: Against Me! was playing acoustic, but they were trying to bring some more pieces in to electrify the operation a little bit. We’d kind of been orbiting because we were part of the same anarchist activist scene in Florida. I’d seen campfire renditions of a lot of the songs at May Day gatherings and Food Not Bombs gatherings, so we weren’t strangers by any stretch, even when we first got together to start playing. But yeah, I just kind of found my way into the mix.

Fridkin: I knew Warren a little bit because he’d been in a couple of bands in Sarasota when I was going to college there, and I thought he was really good. Warren was a very unconventional drummer, which is one of the things that I thought would make him a good fit for Against Me! — because I thought of us as being a pretty unconventional punk rock band.

Grace: We were a four-piece again, but it was a weird spot where the band had some history, but also, we didn’t really have any history. We had a couple releases that showed promise, but we felt like we were having trouble hitting our stride.

Grace: Once it solidified as me, James, Dustin and Warren, we just adopted a regular practice schedule, and we already had those songs that I had written before. I’d say maybe 35% of that record was written while I was still living in Naples, Florida at my mom’s. Then 35% of it was written when it was me and Kevin. And then there were only three songs that were written by me, Warren, Dustin, and James. They were “We Laugh at Danger,” “The Politics of Starving” and — I fucking hate this song title — “Jamaican Me Crazy.” Most of those practices were just figuring out how to adapt those older songs into this new four-piece configuration.

Fridkin: Of the songs we put together from scratch, “We Laugh at Danger (And Break All the Rules)” is the one that stands out. As for “Scream It Until You’re Coughing Up Blood [(Jamaican Me Crazy)],” I don’t remember exactly how we ended up with that ska feel to it, but I feel like it was because I decided that was what the bassline should be. Laura would usually come to practice with a basic “Here are the lyrics” or “Here’s what I’m thinking for a melody.” She wouldn’t usually dictate what the chord structure was going to be or anything like that. We would all just sort of work out the details amongst ourselves.

Bowman: Some of the structure of the songs changed a little bit to make it more like a “verse chorus verse” kind of thing. It was just one of those natural progressions. It wasn’t acoustic anymore. I’m playing electric guitar, and it’s loud, so there needs to actually be drums. Then drums are loud, so you need more loud electric guitar to play with the drums and keep up. It just kind of builds from there.

Grace: We really didn’t necessarily know how to write in a group context. I guess we were kind of setting ourselves up for failure in a way that a lot of younger punk bands do. You expect that there’s just going to be this magic moment that happens where it all gels and comes together and a song is born — and it really isn’t like that. You actually have to write a song and have some intent and some direction in there. There can be magic moments, but it can be easier if you have a little more form.

Bowman: We spent a lot of time just going over the arrangements and stuff like that, but sometimes it was just Laura having a new song and then working on that. That was when we were really practicing relentlessly. It was all the time: five, six hours a day sometimes.

Oakes: It was not without its challenges. They were coming from a more stripped down, rough-around-the-edges scene in Naples, and I was coming from a sort of math rock, almost-jazz thing. There were a lot of times where I’d be like, “Oh, what if we did this weird little skippy turnaround off-time thing right here?” and they just all stopped dead like, “No. Fucking. Math. Just don’t even go down that path at all.” So I would play it straight, but still try to incorporate these little things. I was 20 years old and playing with these musicians who I love and playing the songs that I’ve been listening to, so it was a welcome challenge. But I had to wrap my head around it because they were not shy about their notes. We were all building toward bigger things, so it isn’t about feelings. It was about “How do we make this song the fully realized vision?”

Grace: Kevin had a really specific, unique drum style, and we had kind of built the idea of Against Me! around his drums. A lot of the bands that Kevin and I were into at the time were like the English anarcho-peace-punk bands and the scene that was happening in Minneapolis around Profane Existence. We were really influenced by hippie-punk stuff, so he had no cymbals, no hi-hats and half of his drum set was made of pickle buckets with drum heads taped on to them. They had a really unique sound, and it worked really well for Kevin’s style, but we were never going to just take Warren, plug him in behind that same style of drum set and have that same magic there. It was apparent that Warren was a great drummer in his own right, but he had his own unique style and we needed to adapt the songs to it.

Oakes: A lot of the beats that had been composed on Kevin’s incredibly unique drum setup were hard to translate. If you’re used to hearing it with no cymbals whatsoever, as soon as you hit a crash or ride, it’s totally this thing that you’re not used to in the song at all. You’re like, “Well, that’s not how that goes…” Percussion had such a unique role through so much of the Crime stuff that I couldn’t just throw a double bass pedal on and try to match that. There was also so much intensity to it, because the way Kevin played was like a fully charged battery. He has so much energy, that it was like, “Alright, so I’ve got to bring it, and I’ve got to try to reinterpret this.”

Grace: Warren had this strange Sonor Jungle kit, where the idea behind the kit was that it could collapse into itself, so it was easy to transport in like a hatchback Honda Civic or something like that. But the kit had a very unique sound that was very not punk rock. If you listen to the snare sound on Reinventing Axl Rose, it’s just like, “What the fuck is going on with that snare?” That snare is bad, like on par with St. Anger’s snares.

Oakes: I was traveling light at the time, so it was this little jazz travel drumset that you can telescope the whole thing up and fit every piece inside of the kick drum. I wanted to be able to sit it next to me in the seat of a car once I broke it all down if I had to. The snare for it was actually just a little wooden tambourine that had a head on the top and bottom, but it had a little tambourine jingle every time you hit it. I love that sharp crack of the piccolo snare that you hear on like Snapcase records, so I thought “Let me just get this little snare, crank it down, and it’ll just cut through everything.” But it’s not without its charm. It’s funny, though, because I did a full reaction to it, where the way that I play now — and pretty much right after that — was that I wanted my snare to sound as much like a crumpled-up paper bag as I could. I’ve never heard a record that sounds anything like that, though, especially with the acoustic guitar elements.

Grace: Warren had that kit, I was playing on an acoustic guitar through a Peavey amp, and James had a Les Paul that he was playing through a Fender Roc Pro solid state head and a 112 Marshall speaker cabinet. With Dustin, we were always just like, “Can you please get a real fucking bass amp if you want to be the bass player? Just get a real fucking bass amp.” He had like a 115 Fender combo bass amp. So we could practice at Warren’s house with neighbors close by and it wasn’t shaking the foundations of an old wooden tobacco shack in Florida. But I just remember it being a joy to play, and it had such a cool vibe.

Bowman:  Warren lived in this nicer, big house, and we were just practicing in what was supposed to be the dining room. We were just kind of working on stuff, but we weren’t really able to afford to record anything unless Jordan fronted the money and found someone else to step in and put it out.

Fridkin: We were getting together and playing every day working up to recording because we didn’t have any money. On the eve of recording the album, the thing that was foremost in my mind was how intimidated I felt when I recorded the acoustic EP, and I was determined to not feel like that again. I wanted to be looser. That was my main focus.

Grace: We were learning a lot during that time from other Gainesville bands that were happening at the time that had more of a foothold already in touring. They were starting to get out there playing shows and putting out records before us. Gainesville had a really incestuous scene that we were kind of oddly outside of because Kevin, James and I had moved to Gainesville from Naples, so we’d just never played in any other Gainesville bands. We were kind of unique in that way, but it also kind of made us outsiders. But we did get connected with the No Idea scene, and that was when Reinventing Axl Rose happened.

Now a solidified quartet, Against Me! began making plans to head to the studio with McGregor, the man responsible for producing many of Gainesville’s biggest and best punk records. Although it wasn’t everyone’s first trip to a recording studio, those two days in December 2001 saw the band break new ground and shape their collective future.

Grace: We realized we had 10 songs, which was enough songs for a full-length. The whole goal was just to release a full-length LP, so we booked time with Rob McGregor, who ran Goldentone Studio. That was the studio that recorded every Gainesville band — every No Idea Records band — back in the day.

Kleeman: Rob was so great for the Gainesville music scene because he was just so willing to record any band cheaply and quickly. If you could scrape together $100, you could go into Rob’s for half of a day, record some songs and get it done. Having him there was such a treasure. If you were to look through No Idea’s catalog at the time, you would probably find that 95% of it was recorded by Rob McGregor.

Rob McGregor (producer): Though Against Me! was on the backside of the apex era of the Gainesville scene, Gainesville was still on fire at the time. There were so many great bands and so many records being released. It was truly amazing, especially considering the size of Gainesville. Bands would record and release full albums in [less than] 4 days, and this was happening almost nonstop. Everybody knew each other, and we were all friends. There was some competitiveness, but it was healthy competitiveness. We almost thought it was funny how good the bands here were. Unfortunately, we did take it for granted.

Oakes:  It’s one of those things that was really kind of a perfect storm, like with Dischord [Records in Washington,] D.C. and Sub Pop in Seattle. With No Idea and Goldentone there, you could really affordably document the whole scene. You just get some songs together, and you can get in to get it recorded, get a press and have it in your hand without huge obstacles to make that happen. Not only was it a really vibrant scene, but it was also a really well-documented scene — and that creates a feedback loop. Bands wanted to work with No Idea and Goldentone and get in the midst of this thing that’s happening. It started getting an energy of its own. Anybody can go back through [No Idea and Goldentone’s] catalogs and see that it’s aged very gracefully. There are some gems in there.

McGregor: The first time I met Against Me! was when they came in to record the Crime EP. They basically called me up and set up a session. I was the go-to recording guy for punk rock in Gainesville and North Florida back then. They came in with buckets and pots and pans for drums, and a beat-up acoustic guitar that couldn’t be worth more than $40. I thought that was quite interesting because I always thought ideas, songs and energy were more important than fancy equipment. I consider it my job to make whatever people bring in presentable, which posed a welcome and notable challenge to me in this case. For Reinventing [Axl Rose], they came back to me with a more conventional setup, but still very unique. When I first met them, they were a scruffy and motley bunch, which I found refreshing and genuine. They presented themselves as punk rock street urchins — and like a singular gang, which I respect, because you need a gang-like mentality to have a band that can successfully take on a fucked-up world. They probably looked a little intimidating to some people, but I always saw them as really sweet, talented, motivated people, with an unusual commitment to the band. I really enjoyed working with them. I thought they were very talented and original. I was a big fan of the band and of them as people.

Grace: Rob’s studio used to be in a house that was right around the corner from this punk house that I lived in, La Casita Blanca. At the time, it was not necessarily a nice neighborhood. It was a little rough and tumble. His house was just a little shotgun shack that had an L-shaped outer porch that he had enclosed and soundproofed. The drum set had to go in the corner, so if you’re a four-piece band, then one or two of you had to be off to the right and the other one or two had to be over to the left — and you couldn’t necessarily see around the L. The control room was like sitting inside of that, and then there’s windows looking in at Rob. It was just floor-to-ceiling shitty, dirty carpet that I’m sure was from a dumpster. It was oily as fuck and all mismatched colors. Then there were boxes that the amps went inside of to make them soundproof. But Rob was able to get a good sound from it, and it felt intimidating because he had all these racks of gear and some kind of computer setup. It was more than I’d ever recorded with before, so I didn’t know how anything worked. I didn’t know how to achieve any sound that I was hearing in my head or anything like that.

Oakes: Rob’s old place was right in the heart of downtown Gainesville. It’s just a little house. He would sit in the kitchen, and I feel like maybe we did some of the vocal tracks in the bathroom, or a closet or something like that. It wasn’t a big house.

McGregor: The studio was really just my living room for the “control room” and a porch that had been converted into a small room for the band recording room. Both rooms were exceedingly small. The studio was in the ghetto, and it was more of a shack than a house. I had prostitutes and pimps in my yard 24/7. I had no success running the business out of my yard, but I did the best I could with what I had to work with. Though the studio was a bit small and rough, I’d like to think it was inviting.

Kleeman: You had to walk around into his backyard to get into the studio. Even his studio after that one was always also in his house, so they were never these standalone structures. It was like, “I’m going to rent a house, block off half of it and make that a studio.” It had a tiny closet turned into a vocal booth. There was gross carpeting everywhere and a shaggy-ass couch that we sat on. But to be clear, Rob and his girlfriend — I don’t think she was his wife at the time — were always the nicest, most hospitable people.

Fridkin: We knew when we were gonna go to the studio, we were gonna have eight hours stretched across two days to get all this stuff recorded.

Grace: We recorded the record in two days, but technically, it was only recorded in one day because the first day we went in, we recorded everything way too fast — or at least we felt it was too panicked.

Bowman: I can’t remember if we initially booked two days to do it or if the second one came out of necessity, but I remember we recorded it and immediately were like, “Oh no, this is all way too fast. Everything’s way too fast. We have to go re-do it all.” So the next week, we went back and re-recorded everything.

Kleeman: The original plan was certainly not to spend the entire second recording day re-recording everything. I can guarantee you that. I don’t remember what the plan was. It was probably to do some more overdubs and maybe actually spend time mixing. I feel like I remember booking two days from the start, but I could be wrong.

McGregor: [My memory is that] the instruments and some vocals were recorded live on one day. The next day, more vocals were done and they brought a group of friends in to do group vocals. Then we did a quick mix, which ended up being the final mix.

Fridkin: We definitely ran through it and played everything way too fast the first time that we recorded everything. And then we went back and re-recorded it all also way too fast. On the second day, Laura and Rob spent two hours mastering things like, “That sounds OK. Fuck it.” We just didn’t have the money to have the time to do more, not that Rob’s prices were unreasonable. He was very generous with us, but we had to do it fast. There was a certain aspect of it that was deliberate, because we thought of ourselves as being a live band and we were hoping to capture the energy of our live performances in the recorded work,

Grace: I think the version of “Walking Is Still Honest” that’s on the record is the one from the first day, but other than that, the whole thing was scrapped, and we did a second take of it. I have no idea what happened to those original takes. I’d love to hear them at this point, but the album was recorded on ADAT, so good luck finding something to even play them now.

Kleeman: I found the masters from both sessions. The one from December 21 has a total runtime of 26:10. The re-recorded version on December 28 is 27:16. It wasn’t even much of a difference.

Grace: “Baby I’m an Anarchist!” was [particularly memorable to record], because it was essentially a cover song. It was a song that came together late at night hanging out at La Casita Blanca with my roommate, Rob Augman, and our other friend Cassidy Rist. Having Cassidy come in and sing on the song was really cool.

Kleeman: I remember when Laura first played “Baby, I’m an Anarchist!” in… I want to say ‘99 when I was still in Baltimore. I booked her a show up there, and the song wasn’t even recorded, but we were still singing it for months after the band had left. To remember a song like that just from hearing it once in a show, it’s crazy. I was always begging her to record that song, and she was always so hesitant because she wrote it with other people, and it was supposed to be for a music project that they were going to do together that was specifically not Against Me! It was kind of sacred to her in that regard, so she didn’t want to take it for Against Me! Finally, when it came time to release Axl, she’d come around to it. I think that’s part of why it was important for her to get [Rist] to come in and sing on that song, since she wrote it with her. That song is so special. It’s just one of those songs that’s so memorable that you can just sing it around a campfire.

Grace: The singalong stuff on [Reinventing Axl Rose] was kind of an evolution, and there were a couple of revelations along the way. Maybe in part it came from oftentimes playing to no one or playing in really weird situations where you had to break the ice. The first Gainesville venue that Against Me! would really play wasn’t really even a venue. It was the Civic Media Center, a nonprofit, volunteer-run non-corporate press library and activist space. We would play there, and instead of being that band that was like, “Hey, everybody come up to the front,” we would be like, “What if we clapped hands here to try to get people to clap along and try to have more singalong moments in that way?” Those ‘80s hair metal bands and ‘80s choruses had an impact on me when I was a kid — like “Pour Some Sugar on Me” or “Take me down to the paradise city.” I also loved standalone snare drum moments. When it was apparent that those things kind of made us stand out from other Gainesville bands, we took it and ran with it. I remember one time Replay Dave from Grabass Charlestons — who also worked at No Idea — was like “Yeah, I don’t know about these handclap moments. They’re kind of kitschy.” But we were getting people to interact with us, whereas everything else back then seemed really drab and people just weren’t fucking throwing themselves into the other shit.

Fridkin: The song that we recorded on that album that sticks out in my mind is “We Laugh at Danger (And Break All the Rules).” We tried so many different versions of that song and did so many different things to try to make it a more complicated song than it turned out to be. I remember we were at Warren’s house, practicing in his living room, and we came to a point where we were like, “Alright, fuck it. It’s three chords, and we’re just gonna have to play the shit out of these chords.” I think we only played it at shows once or twice before we recorded it, but those two times that we played it, it was like, “OK, yeah, that works.” The audience was responding to it.

Grace: There was so much on the line, and there was just that feeling of pressure and feeling of want and hope. At the time, I was working as an auto mechanic, and it felt pretty dead-end. I’d gone to school for it, but It was clear that I wasn’t very good at it — and I really hated it. I wasn’t enjoying life very much, and I wanted to get out on the road and play shows because we had already had a taste of that on the three tours we had done. I knew if it just kept going and got a little legs that it would take off. But it was very nerve-racking those days, and I think that eclipsed any kind of feeling of “Wow! I’m doing it. I’m doing this thing I set out to do!” It was more like, “Oh my god. Can we pull this off? Is it gonna sound good?”

Kleeman: Laura and Dustin had experience in a studio at that point, and I think James and Warren may have also recorded with other projects, but it was everyone’s first time being a four-piece band in the studio. They were so excited. Warren might’ve been a little too excited and had a little trouble with pacing, so they just plowed through it. It was emblematic of what an Against Me! live set was at that time, which was just you start playing and you don’t stop. It’s just “Go! Go! Go! Go! Go!” and 30 minutes later, it’s done and everyone’s cashed. That’s very much what the record sounds like. It sounds like a live record in the studio.

Grace: It was so cool for a first record experience. We invited so many outside friends and people to be guests on the record, like Samantha Jones, who played in the Gainesville band Bitchin’ and a number of other fucking bands, and still plays music and still lives in Gainesville. She sang on “Pints of Guinness Make You Strong” with me, and that song wouldn’t be what it is without her. We had so many friends come in and do the gang vocals with us, and it felt so special having everyone’s voices captured in there. I could still listen to those recordings just so I can listen to the giggles in between or as this music dies down and remember that feeling of being in Rob’s studio and what that day was like.

Fridkin: My favorite song on the record is probably “I Still Love You Julie.” It was a song that Against Me! had been playing since it was just Laura and Kevin, and I always liked it. It was an easy thing to put together.

Kleeman: The one thing I need to set the record straight on [from the recording process] is that the song “Jordan’s First Choice” is not about me. It’s just called that because she always hated naming songs. She always felt it was pointless and that so many bands just named the song after whatever the chorus is anyway. She just never cared for it. So every time we’d go into Rob’s studio, none of the songs had names. It was always just like, “New Song 1” or “New Song 2.” Then we get into Rob’s, and he has to type something into the computer to keep track of these things. So you have to be like, “Alright, well, it’s time to pick a song name.” That song in particular, I just really thought it should be the first song on the EP. It starts off acoustic and then kicks in, so I thought it was a great way to start off the record. That’s why it’s called “Jordan’s First Choice.”

Fridkin: To me, [Reinventing Axl Rose] is a fun time capsule, because — as we came to learn — songs change once you tour with them. The songs as recorded on the album are really different from what they ended up being when we were playing them live.

With their first full-length recorded (and re-recorded), Against Me! realized that Kleeman’s Sabot Productions label may not be equipped to release a full-blown debut album. Instead, the band began looking for an appropriate independent label to release the music to a wider audience.

Kleeman: Against Me! was on my label, Sabot, for the two seven-inches and that infamous EP that’s now, like, non-existent. I paid for Axl to get recorded because, at that point, I was like, “This album has to get recorded. I’ll put it out if I need to, but it needs to be bigger.” Going on that tour had opened our eyes to being like, “Holy shit! Lots of people really liked this band.” It was the same where I was like, “OK, my label is just not big enough.” I was able to recognize that. I wasn’t trying to be selfish about it. So I paid for it to get recorded — I think infamously it was like $750 or something, which is so cheap in retrospect — and then we went to No Idea. [They were] so central to the Gainesville punk scene at the time that pretty much every halfway decent band got a shot at least for a seven-inch or something.

Bowman: No Idea was based right down the street and had put out countless records. It was weird because, in our heads, it was always like, “I wonder why No Idea hasn’t talked to us?” But in their heads, they’re like, “Oh, Against Me! doesn’t want anything to do with us. They’re too punk. They’ll put it out themselves.” I remember talking to Var [Thelin, No Idea Records’ owner] the first time, and their stance was “Oh, we just assumed that you all were taking care of that and didn’t even think about it.”

Grace: Jordan was the one who actually went into No Idea and asked them to put out Reinventing Axl Rose because all of us were too scared to do it. Var Thelin was far too intimidating of a character to approach directly for any of us at the time. Jordan had put out our EPs on his own label, but he fully realized and understood that this could be bigger. So he went in there as our manager and asked them to put it out. He just didn’t realize or didn’t want to admit he was being the manager because we were all young and punk and that wouldn’t have been a punk thing to do. But he asked them to put it out and pay what he had fronted to get it recorded, which I think it was like $800.

Oakes: I remember sitting down and talking about who could maybe put out the record and what our next move was — like if we wanted to tour with somebody, who should we see if we could go on tour with. I remember we were mentioning a couple of local labels our friends had, but I remember Laura specifically was like, “Let’s think a little bigger. Let’s zoom out a little bit and think about other labels that can bring it outside of just Gainesville.” I feel like she knew how good the songs were on a different level and that there was a real possibility that it had legs and potential. I don’t know to what degree, and I couldn’t presume to put any ideas into somebody else’s head, but I do remember that conversation.

Kleeman: There were a few other labels that were interested, but ultimately, I had been getting into No Idea because I had then lived in Gainesville for two years at that point. We had A-F Records — which was run by Anti-Flag — beating down our door trying to get us to put out Axl. I have this vivid memory of all of us going to Pat [Thetic] the drummer’s apartment in Pittsburgh, which is what one of the songs on the Disco EP is about. They were really courting the band, but I had just gotten exposed to Hot Water Music and such right before I moved to Gainesville, so No Idea seemed super cool and awesome. You looked at bands like Hot Water Music or Less Than Jake, and that was the modicum of success that we wished we could achieve, so No Idea seemed to make the most sense. Plan-It-X Records really wanted to put out Axl as well, but they only did CDs, and we very much wanted this to come out on both formats.

Grace: It was intimidating because it was clear that No Idea was a real record label. You had to be led into the building, and you walk in and there’s fucking seven or eight tanks full of exotic fish as Var’s exotic fish collection. Then there’s his massive Star Wars toys collection with, like, a life-sized Darth Maul at the top of the stairs, and I fucking loved Star Wars. I was in awe. This is the collection beyond my dreams, and downstairs was the distribution section, and it was floor-to-ceiling CDs and LPs with all the coolest fucking punks from Naples and Gainesville working there.

Kleeman: I definitely remember Laura was hesitant about it, so it was Warren and me who went in there. I already had somewhat of a relationship with Var and Jennifer [Crosby, No Idea Records’ general manager] because they started distributing the two seven-inches that I put out, so I was already working with them a little bit. Everybody else that worked at No Idea loved Against Me! because at that point in the band’s career, we were the darling angels of the Gainesville punk scene — this fresh, hot new band that everybody loved. Var and Jen didn’t really know who Against Me! was at that point, so it took a little convincing. I have this vivid memory of standing at the top of the steps outside of Var’s office in the No Idea headquarters, giving him the CD and just essentially trying to convince him, like, “You need to listen to this and put this out.” Sure enough, he was onboard right away after hearing it.

Fridkin: In a way, [signing to No Idea] was really gratifying. We came up in a punk scene in southwest Florida that was very… I was gonna say “insular,” but it would probably be better to say “peninsular.” [Laughs.] Laura, James, Kevin and I all grew up way far down at the bottom of the Florida peninsula — basically the last city before you hit the Everglades. So we didn’t have a chance for a lot of cross-pollination with other scenes. We had our thing, and then we plugged in to the broader activist scene. Early on, Against Me!’s music traveled around further than it would have because there were a lot of activists who would see our shows, hear our music and make mixtapes to share with people. It created a network that made it so even before we signed to No Idea, we would go places and people would sing along with our songs. These fringy activist kids and adults would show up for Against Me! shows in Gainesville in a way that the punk scene wouldn’t because we were these weird kids from the swamp who played music that didn’t sound like their music. Getting signed to No Idea was both exciting and intimidating because it meant that things were fundamentally changing. We had leveled up.

Grace: I don’t fucking think they even let us approve test pressings or anything. I think they were sent the test pressings directly and they listened and approved it. It’s funny to think back because now we’re talking about year-long vinyl delay turnaround times and everything. I think it probably took two or three months between when we handed it all in and when it came back.

Once they had No Idea behind them, Against Me! shifted their focus to the ensuing work that goes into an album cycle. From the cover art to touring plans, every detail had to be mapped out more carefully for Reinventing Axl Rose than during their beginning DIY days — and it was all happening with a critical departure from the band happening in the future.

Grace: As soon as [Reinventing Axl Rose] was out, it was apparent that it was cool. Before people even listened to it, I knew it looked good. I fucking totally knew it. I went into No Idea when the LPs arrived, and I remember Jon Marburger slicing open one of the LP boxes. There were already a couple others open, but he was talking to me as he was doing this one, and he was like “Yeah, the UPS driver dropped these off, and he was like, ‘Oh, cool. It looks like a KMFDM record.’” That was the second I knew that there was something resonating and universal about it — where people are picking up with the aesthetic right away. And then I could tell that No Idea realized that it was a special record once people started responding to the music.

Bowman: At first, it was just kind of like, “Oh, cool, we put this record out,” but then there was a little bit of backlash in the DIY community because we hadn’t done it ourselves. We worked with a label, so it was like we weren’t completely DIY anymore. It was still the DIY community, but on a different scale. It was the next step for us. Working with an actual label of sorts gave us a few more resources. there. Like that’s how we met our European booking agent and went over there for the first time, and stuff like that. But even that was a completely DIY experience.

Fridkin: Even before we recorded [Reinventing Axl Rose], we started to see [Against Me!’s popularity grow]. Like when No Idea agreed to put it out, or when we’d go on tour to places that we’d never been before and people would sing along with our songs. That seemed like a good sign. As early as the tour we went on in February before Axl came out — which, if I’m remembering right, was a tour that for some reason went up the East Coast, so we’re kids from Florida playing Pittsburgh in February for some reason — we’d gone from playing indie record stores and house shows to enthusiastic crowds of dozens, to playing those same kinds of venues, but getting to the point where it was like, “Oh, is it actually safe to have this many people in this venue?”

Kleeman: We knew it was something as soon as the record came out because reviews started coming in, and they were calling us “the heroes of that corner of the punk rock scene.” You’ve got so many different factions within punk rock, but every single fanzine in that DIY corner that we came from was printing a glowing review of the album saying, “Oh, my god, it’s the best record of the year. These are the frickin’ saviors of punk rock. Punk’s not dead.”

Grace: We had this mentality of like, “Goddammit, we’re gonna take this somewhere!” It wasn’t even a possibility that it wasn’t going to go somewhere. That was just not acceptable at the time because it felt like there was no other option. It felt like we jammed our foot so hard in the door that we couldn’t fucking waste the shot. We’d worked our asses off to record it, and it was fucking good. It looked good. It sounded good. We went out and toured in March and then again in July, and the shows were growing. There was a show at this upstairs loft space in Portland, Oregon called the Meow Meow Club, and it was fucking mayhem. The pictures on the cover of The Disco Before the Breakdown EP are from that show, and it was just bodies on top of bodies and sweaty as fuck. I knew that those moments resembled other moments I had seen for other bands when something was happening. I’m looking at these other bands that were our peers and realizing that we’re getting a bigger response than them.

Fridkin: If I’m remembering correctly, that [March] tour was the first time we went on tour and came back not in debt. It was the first time we came back from a tour with enough money to pay rent instead of coming back broke with a van that had just gotten rear-ended. It’s not that every show was a blockbuster or anything like that on the tour for Axl, but there were a lot of shows that were really fun. I think the first show we played on that tour outside of Gainesville was in Athens, Georgia, and we got heckled the whole time for being sellouts for having signed to a local indie label. There were a couple of crusty punks yelling at us like, “I liked you better when you were a punk band.”

Kleeman: I feel like it got to our heads, and we got pretty cocky in that 2002-2003 era. We certainly kind of reveled in the attention and feeling like we were doing something important. I think that’s ultimately the recurring theme is that it really felt like we were doing something important and making a real statement in what punk rock — and even just rock music — could and should be. We did that big tour in July 2002, and my God, if I describe the April 2001 tour as “eye-opening,” this was like, “Holy shit. We’re onto something here.” That was the tour when we got to fulfill a lot of childhood dreams. We played [Berkeley, CA’s 924] Gilman Street and these other iconic venues on that tour, and it was our first experience with shows really selling out. It was the first time where we really saw diehard fans who would follow us from show to show. It was sort of setting in that we were the favorite among the bands we were touring with, and we were a little full of ourselves. But that’s part of what made the band really special and cool.

Grace: It was a real kick in the gut knowing that at the end of that July tour, Dustin was quitting the band and going back to college. It was just a pre-set up thing. He’d taken a year off from school to do the record and the touring, but we always knew he was going to go back. It was just like, “Fuck, it’s not like we hate each other or had a falling out like we did after the fucking van wreck.” It was just “This is the expiration date.” It was depressing knowing that it might be ending, and we didn’t really know where it was going.

Fridkin: To me, 924 Gilman was a legendary place in Bay Area punk rock growing up. That place was full of people that were singing along to our songs, and I was like, “Holy shit, something is really, really happening.” The fact that something was really, really happening is actually one of the reasons why I decided that I wanted to leave the band and go back to school. I had a blast playing music — particularly with Laura and James — but I didn’t want to be on tour 8-10 months out of every year, and touring is the way you make money as an independent band. I knew I was gonna end up being an asshole about it if I had to do it, so I thought for the preservation of our friendship, it would be best if I left the band.

Bowman: I remember our last show on that tour was in New Orleans, and I remember it was a really good, big show. After that, we were like, “Oh, that’s crazy. That’s it. That was fun.”

Fridkin: That [New Orleans] show ended up with a pile of me, Laura and James weeping on the floor. It was the sudden realization of “This is the end of the tour, and now I’m leaving.”

Bowman: At the time, we already knew Andrew, but he lived in Murfreesboro, Tennessee. We had played with his band maybe once or twice, and then on that tour, we went through Murfreesboro, played a show there and ended up staying with him afterwards. I guess he just kept in touch with Laura and one day sent a drunken email to her.

Grace: Andrew sent me a fucking Hotmail message that said “Kick the bass player out of your band.” I was like, “Well, actually, it’s not like that, but we do need a bass player.”

Fridkin: One of the other nice things about those tours was that we played in Murfreesboro, Tennessee and stayed at Andrew’s house. He was just an absolute sweetheart, as he always is. It was nice getting to meet him and knowing that I was handing off the bass to somebody who was both, frankly, a better musician than I am and also a lovely person.

Kleeman: I had literally met Andrew once when his band played Gainesville and hung out with him for an hour before Laura invited him to come join the band. But hey, it was the best decision ever. To this day, Andrew is still who I’m the closest with, so it’s no regrets there at all. But yeah, it’s so comical how that played out.

Oakes: It all happened pretty quickly. One of my previous bands had played with one of Andrew’s old bands in upstate New York years before that, so we had already crossed paths before Against Me! played with his band. We knew him already on a personal level, so it wasn’t like bringing in a total rando — and we knew on a musical level that he was an amazing bass player.

Grace: We had “The Disco Before the Breakdown” and “Tonight We’re Gonna Give It 35%” kicking around from when we were working on Reinventing Axl Rose, but we were fucking terrible at coming up with music together. I remember one of the last practices with Dustin, we’re practicing at James’ house, and there’s a couch, and I’m trying to teach them “35%,” and Dustin was literally falling asleep on the couch. I was like, “Fucking hell! I’m trying to fucking write a song here and you’re falling asleep. This is probably for the best that you’re leaving.”

Fridkin: It was a hard decision [to leave Against Me!]. It was a combination of two things. One, as I mentioned, was that I just did not want to be on the road that much. Frankly, I just don’t have the constitution for it. I have issues with anxiety. I’m often a grumpy person. And I need to be able to be alone in my own little cave, for a number of personal reasons. The other aspect of it is that part of what felt magical to me about the band was our connection with a political movement — and that political movement had basically petered out and fallen apart by the middle of 2002. I wanted to be politically engaged in some way, and the band was going to be busy playing shows. If those shows weren’t connected to politics, they were less interesting to me. I don’t say that to suggest in any way that Laura and James were moving away from politics or anything like that, but I guess the basic facts of doing this for a living became apparent to me. I realized that this wasn’t what I wanted to do for a living.

Grace: When it switched to Andrew being in the band, we had to figure out how to write songs together again and how to work out arrangements for everything we had already come up with on Reinventing Axl Rose. In re-adapting all of the songs, it was like the volume kept rising all the time. The amps were getting bigger as we were getting on bigger stages, and we were trying to figure out our identity again because if you have a four-piece band, one member can change the dynamic completely. We shifted to practicing at these warehouse spaces where everyone else in Gainesville bands practiced, and the sound there was way shittier and more metallic, so it was hard to hear what was going on.

Oakes: It was shockingly seamless. Andrew was very different stylistically, but he makes an effort to be incredibly easy to get along with. He’s really willing to meet people where they’re at and to find common ground. I’ve always really admired that about him because he’s really good at building bridges. He came in and made this connection with everybody — not just in the band or musically, but he moved to Gainesville and became a part of the community really quickly.

Grace: We wanted to strike while the iron was hot, and it was obvious that there was success with Reinventing Axl Rose. The old punk bar was that if you can sell 1,000 copies of something, that’s a pretty fucking good record. That’s a success. So we sell through the first 1,000 copies of Reinventing Axl Rose, and we’re like, “Holy shit, this is going somewhere!”  But also, my first marriage was falling apart. I was 20-fuckin’-2 years old going through a divorce all of a sudden, sleeping on couches around Gainesville. I felt like there was so much distance between me being homeless and sleeping on couches when I was 18 compared to when I was the ripe old age of 22. So knowing that the expiration date was looming and with my marriage falling apart, life started getting really blurry and messy as far as just partying. You’re in a successful band, so everyone wants to be your friend when you’re living it up, and we were just determined to keep it going. So after that last July tour with Dustin, we were back in the studio in September with Andrew. Then in October, we got a tour that was bookended with dates opening up for Hot Water Music — which was a fucking big deal for us. When we did that tour, that was when it was just like we were fucking off and running.

Kleeman: It was Hot Water Music, Thrice, Coheed and Cambria and us — all in 2002, when none of these bands had reached their prime. That was our first exposure to a real tour where you’ve got your 15-passenger van, a trailer and a crew. It was just such a great time.

Grace: We were frustrated with No Idea because we we had a shitty fucking Chevy 1500 van with a broken sliding door, an exhaust leak, no working heat and no working AC. It fucking sucked. It was a slog touring, and it was apparent to us that fucking Reinventing Axl Rose was doing really well. We were trying to make it apparent that we were willing to go out there and tour our asses into the ground in support of the record, and we went into No Idea and asked for $3,000 to put as a downpayment on the classic Dodge Ram 3500. “Can we borrow $3,000? Can we get tour support of $3,000?” They said no, so we felt like we had no other real option but to leave No Idea. It sucked because it felt like we found the scene where we fit in and these are our friends, but we kind of hit the ceiling and felt like we outgrew it. It kind of ostracized us from the local scene in that way, and that was a drag, you know — it really was.

Bowman: After the record came out, we did a tour out to California and ended up playing at a BART station in the Mission District. Toby Jeg, who worked at Fat Wreck Chords, was at that show and got our seven-inch while we were there.

Toby Jeg: I first saw Against Me! at Berkeley’s 924 Gilman Street, which was their first time passing through the historic club. There were some fans of No Idea Records in the office, and I remember [Reinventing Axl Rose] really stood out. I bought a copy and fell in love with those songs like everybody else. [Laughs.] The show was incredible, even though it was maybe half-full. To this day, I still don’t know how to best describe what I see in Against Me! — or any good band for that matter. They have great singalong melodies and a special connection with everyone in attendance. They’ve always been a super tight live act, and you can tell this band is all in when performing. You see something like them and it’s just, “Duh, the rest of the world would love this too…”  Everyone at those early shows could tell you that the band was headed for great things, so there was nothing special about my talent radar or anything like that

Bowman: A few months later, we were back at home and Toby called Laura.

Jeg: I must’ve had some email interactions with Laura following the show, and the prospect of working with Fat came up. The real conversation took place at an office meeting with the entire staff — that’s how the label used to make a lot of decisions back then, believe it or not. It really had a collective, consensus vibe, and Mike was wise to involve the employees because we were all young people who were excited about music and the punk world. Eric was the sales guy, and he knew the No Idea scene. Floyd did mail order but also volunteered at MRR and was very knowledgeable of that whole DIY realm. We literally sat in a circle and made our case for doing an Against Me! record, but I’ll be damned, the office voted it down! It’s wild to think about it, but their concerns were valid. Some folks felt like we’d be “stealing” the band from No Idea.  Back then there was a real sense of honor between the indie punk labels, and there was something to say about these self-styled anarcho-punks working with a shiny label out in California. I think the dissenting voices didn’t want to spoil that magic. I kind of get that, but I actually spoke with the band and they made it clear that they wanted to do new things.

Grace: Toby was like, “Hey, would you like to do a seven-inch for Fat Wreck Chords’ 7” of the Month Club?” Both me and James grew up on Fat Wreck Chords bands, so we were fucking blown away. It was like, “Holy shit, Fat fucking Wreck Chords wants to do something with us. It’s not quite Epitaph, but it’s fucking Fat Wreck Chords.” We were fucking way stoked, but I was just bold for whatever reason, and I was like, “Well, we don’t really want to do a seven-inch, but would you do the next full-length?” That was my immediate response to Toby, and he was like, “I’ll ask my boss. I’ll ask [Fat] Mike [owner of Fat Wreck Chords].”

Jeg: I phoned their landline and, as I recall, I spoke with Laura’s partner first. She was very polite and we gabbed for a sec, but she mentioned that she was so excited when Justin Sane from Anti-Flag had left a message, and she thought that was so cool. I learned two things from that. Other labels were obviously out to sign this band, and that if they were stoked on Justin Sane’s voicemail, wait until I get Fat Mike on the phone and we’ll have this one in the bag! [Laughs.] God, I’m terrible. Anyhow, I do remember speaking with Laura, and we talked about punk rock and Star Wars action figures. No shit. We’ve been friends ever since.

Grace: Mike called me on my very first cell phone — which I only got because I was sleeping on couches. Me and James were on our way out to Best Buy for some reason, and Mike called and he’s like, “Yeah, I’ll do it. How does $25,000 sound?” I’m thinking “Fucking 25,000 fucking dollars?! We recorded Reinventing Axl Rose for $800 and had to borrow that money.” I was punching the fucking roof of the van, flipping out, and James and I had that classic movie moment of when you’re on the phone but looking at each other totally mouthing it all out. I’m like, [raises hand to ear to mimic being on the phone] “Yeah, 25 should work. Yeah, we totally have the songs written, and we’re pretty ready to go. We’ve got these tours coming up, but after that we can go into the studio and do it no problem.”

Jeg: The band must have felt disappointed about the idea of just doing a seven-inch, and I specifically remember Laura saying to me on the phone that they’re ready to do an album on Fat. We even talked money — which, by the way, Mike gave them more than we agreed to, which proves I can sign a band for cheap. At the time, my desk was around the corner, and I remember hollering over my shoulder, “Hey, Mike, the singer is on hold and wants to talk to you.”  He clearly vetoed the decision that was made during the office meeting, and it was probably the right call. Fat was the perfect place for Against Me! to grow in 2002.

Fat Mike: I don’t remember that call, but I do remember our first four-day tour together. Barely.

Bowman: By the time they got done talking for maybe 15-20 minutes, she’d bullshitted our way into Mike putting out a full-length and not a seven-inch. “Oh, totally. We have a record ready. We’re ready to go.” We had absolutely nothing, so we looked at each other like, “OK, we’ve got to get to work.”

Grace: Maybe there were one or two songs, but there was fucking pretty much nothing. We immediately went into panic mode and just started practicing six nights per week and just kept trying until we had enough songs.

Fat Mike: I was the last person in the office to hear them. Heard them, liked them, signed them.

Jeg: I was hardly “the bridge” [between Against Me! and Fat Wreck Chords, as many claim]. They’re an undeniable band, and any asshole could have spotted that. In the case of Fat Wreck, any asshole did: me.

Kleeman: For me, it was just like, “Holy shit, Fat Wreck Chords!” At first we were hesitant because it was like, “Are they a little too pop-punk for us? That’s not really our thing.” But having grown up on NOFX since we were all 13, it was just kind of surreal. But it was ultimately that same mindset that pushed the band to No Idea. It was like, “Alright, we want to keep growing. We’ve seen that there are limits with this label. So why the hell not?” At that point, we’d realized that there was a limit to how much No Idea can do for Against Me!, and Laura’s always had her eyes on the stars. She’s always wanted this band to be as big as it could possibly be, so it was just kind of inevitable that this would be the next step.

Oakes: [Signing to Fat Wreck Chords] wasn’t as cut and dry of a decision as you might think. We were having a lot of serious conversations about commercializing art, what it means to turn your expression into a commodity, and “At what point is the message being diluted by the medium that you’re going through?” At the end of the day, we decided that we were dealing with an independent label that’s run by musicians that operate with its own discretion. It’s not just a secret subsidiary of Warner Bros. — we know what happened there. But it wasn’t without a lot of serious deliberation between all of us trying to figure out how that decision settled. What kind of compromises might come with making that leap? Ultimately, we met with Mike, and he was very straightforward and very engaging. He made the case and won us over. No regrets on that front. It was great working with him and getting to hang out with him. He’s a hilarious dude.

Grace: That was when we did our first European tour, and it was epic. It was two months long, and going over there while I was going through a divorce and being lost in Europe for two months pre-internet, with no cell phone, just drifting around Europe and knowing I got a Fat Wreck Chords deal — well, you’re fucking trying to come up with songs and having these life-changing experiences. It was really fantastic. Potatoes, rice and bread: That’s all we fucking needed each night to get through that tour. Then we did a tour out west and played shows with NOFX, and the songs came together on it. That’s when we hatched the plan of going to Ardent Studios and doing an actual analog recording, but still bringing Rob with us to produce. That was a disaster of a bad idea.

To this day, Fridkin’s only return to Against Me! was when he temporarily rejoined the band to play Reinventing Axl Rose in its entirety for its 15th anniversary at the Gainesville-based punk rock festival sponsored by No Idea Records known as The Fest.

Fridkin: I’ve almost always felt good about my decision to leave the band. There was definitely a moment when I was writing my term papers in the winter of 2002 while they were touring Europe, and I definitely had some second thoughts at that moment. I actually left twice because I got to play bass with them when it was just Kevin and Laura for a little bit before I went off to college the first time. It was super exciting to get to rejoin them, both acoustically and as an electrified four-piece that still contains elements of that early nucleus of what they were doing —  this sort of acoustic anarcho-punk thing that had grown and matured. It was always a really exciting thing to watch from the outside, and it was a thrilling thing to be a part of on the inside.

Grace: Having Dustin do those 15th-anniversary shows with us was really fucking cool. Dustin and I started playing music together when we were probably 13 years old, and the people that you play with at that young of an age have such an influence on your playing, because you grow up playing in response to each other. Any amount of time can go by, but when you sit down and play together again, you immediately find those grooves in those rhythms again. For me, Dustin and James, it was incredible. It was just really cool to immediately speak that language together again.

Fridkin: The show five years ago was a fucking absolute blast. It was so much fun. I’m a nervous person by nature, so I was worried about how things were gonna work out. Laura, James, Atom [Willard, Against Me!’s current drummer] and I had had a chance to get together and play once before actually performing the songs, and it had been 15 years since the last time I played a show with them — or played bass in front of people at all. We got together at a practice space at a warehouse that’s right around the corner from my house, and we plugged in like, “Alright, we’re gonna do this… [deep breath] OK.” Then we started playing, and it was just like we’d been practicing the whole time. It was so easy to go back to playing with them. I think it’s because we had come up together playing music throughout our formative years, so we just all have the same instincts for how to strike a chord. It was like getting back on a bike and you can still move around effortlessly. It was really, really weird to me how much it felt like we hadn’t taken 15 years off from playing music together. The only thing that let me know that it had been a long time was how much my hands hurt.

Grace: Most of the songs on Reinventing Axl Rose, we never stopped playing. Every night, we play “Walking Is Still Honest and “We Laugh at Danger,” and we still play a good number of the others regularly. The ones that were hard to recapture were “The Politics of Starving” and “[Scream It Until You’re Coughing Up Blood] (Jamaican Me Crazy)” — which I just want to add that the fucking unfortunately titled track was an inside joke between me and Var when we were doing the fucking layout for the record. I don’t even remember the conversation, but I’m sure I was fucking making him crazy and it was mentioned. I was like, “Just throw that in the layout. I bet that’ll be funny fucking 40 years from now.” Going back and recapturing the magic for those two songs was a little tough, but everything else was really easy to get back into because we still play most of the songs.

Fridkin: Laura promised everyone that it would be the last time that she ever played “Scream It Until You’re Coughing Up Blood [(Jamaican Me Crazy)].” But I don’t know. I guess I can forgive people for not liking that song, but it’s still a fun song to play on the bass.

Bowman: It gave us a chance to revisit that album, think about maybe why we played it like we did and then maybe fix it. I still love a lot of the songs, and they’re really fun to play live. “The Politics of Starving” is one that’s a very weird song, but even then, it was fun to go back and play it there. I think they’re all perfect in their own way — no need to change any of them. There are the ones that we still play that stand the test of time, and the other ones, like “The Politics of Starving,” that we’ll go back to maybe every 15 years.

Now at 20 years old, Reinventing Axl Rose has built a legacy as not only a fan-favorite Against Me! album, but one of the most influential and important folk punk albums of all time. In addition to helping to popularize the subgenre as much as anyone since the Violent Femmes, the album’s cover has become iconic in its own right — making regular appearances at punk shows on everything from patches and t-shirts to tote bags and tattoos.

Fridkin: I would say that [Reinventing Axl Rose’s success] was immensely gratifying, but also not surprising to me. I thought that they were great songs. I found them compelling. And I felt really, really grateful to be a part of composing and performing them. My part was really a bit part in the composition, and it was a bit part that I felt very lucky to play. If the band had stopped when I left, none of this would be where it is now. I think a lot of it comes down to the work that Laura, James, Warren, Atom and Andrew have put into continuing to make really excellent music and get people interested in the band.

Grace: [Reinventing Axl Rose] was a very personal record for me, lyrically. I hate saying that because every headline in a fucking news article now is like, “This is their most personal album ever,” but I wrote “Pints of Guinness Make You Strong” for my grandmother on my mother’s side. It’s about my grandparents. On “We Laugh at Danger (and break all the rules),” “Mary” is not just an imaginary figure. Mary is my paternal grandmother. I was anchoring the songs in my grandparents. And then there’s a song like “Walking Is Still Honest” that starts out “Dear Mother…” because I wrote that song for my mother. It was really coming from a personal place of growing up and questioning the world while trying to figure out my ideals and morals and where I stood in it. I meant every fucking word I wrote on that record, and that’s why it was hard years later when people would try calling me on shit like the title track itself, which is just talking about my idea of how things should be in an ideal world for music and punk.

Kleeman: I knew “Walking Is Still Honest” would [stand the test of time] for sure. Axl was the third time the band had recorded that song. It first appeared on that very rare first EP I put out when I lived in Baltimore, and then she recorded it again on the Crime EP, and then again on this album. Up until that point, it had kind of been the recurring Against Me! anthem. I knew how special it was back in my Baltimore days, when I first met Laura, because I would see how all of my friends would just get it stuck in their heads.

Jeg: I just did some recent traveling with Laura where I got to see her play some of those classic songs and it was really fun to watch again.  Even though we’re all 20 years closer to the grave, you can still feel some of that Gilman spirit in the music. A few months ago I roped Laura into doing this show at Four Seasons Landscaping out in Philly. Long story, but it was a goof on Giuliani and all those bozos. The genius promoter behind that show, Dave Kiss, wanted a big name for the special occasion. I thought to myself, “Who’s the biggest troublemaking, shit-stirrer I know?” I texted Laura and she immediately agreed. I still know how to pick ‘em. [Laughs.] When I think about the legacy of that record and its subversive message, I think about that show and about how those songs are still giving ‘em hell.

Kleeman: I think it comes down to Laura’s songwriting. All of those songs — and I mean just Against Me! in general — start with her and her guitar. When you strip it down to its core, they have that raw energy that could just be played around a campfire with friends on an acoustic guitar, and you can all sing along and it will be great. Then when you add instrumentation to it, it’s even better. I think there’s just something special in that, and that’s why it resonates so much.

Fridkin: At the risk of sounding arrogant, I knew that these were going to be durable songs when we made them. I mean, “Pints,” “Walking Is Still Honest,” “We Laugh at Danger,” these are all anthemic. They’re smart. They’re just great songs. I’m just grateful to have had an opportunity to be a part of them.

McGregor: Looking at Against Me!’s trajectory, they were very ambitious and went for it. Many of the bands I work with, their goal is to record an album or two, play some shows out of town, and go on with their lives. Playing music for a living is very difficult, and most people are not cut out for it. The fact that they were willing to give up normal life to some degree and go for it made them ready to blossom into a true musical force. Of course, the fact that they were very talented, creative, motivated, unique, musical, had great songs, had a philosophical foundation, and rooted in songwriting history also helped. [Laughs.]

Bowman: It’s definitely refreshing and nice to see [punk kids start listening to Reinventing Axl Rose]. I mean, it’s better than putting yourself out to pasture as the crowd slowly dwindles to some guy in a trucker hat sipping on a Budweiser at the back of the bar calling us a sellout. It’s nice to have new people get exposed to it.

Oakes: I just want to reinforce [to the next generation of fans] the DIY ethos that inspired [Reinventing Axl Rose]. There aren’t as many obstacles as you think there are to express yourself in a way that could be incredibly cathartic to you and really help somebody else survive another day. If you feel like you have something to say, find your voice, find your instrument and speak your truth. It’s one of those things that the more you do it, the more natural it feels.

Kleeman: It’s crazy how special this record has become for so many people considering how freakin’ shitty it can sound at times. I listened to it yesterday to refresh my memory, and I was reminded of that godawful snare drum. But that’s just how it is. There’s nothing to do about it.

Oakes: I was just excited about what was going on at the time in my life, that scene and the community. I feel like there was a real kind of revolutionary energy in the air. It really felt like what we were doing really felt applicable to the moment specifically. That was where we were deriving our energy from. There’s a real earnest excitement and a willingness to take some chances and make some small mistakes. It’s not virtuosic, but we’re at the edge of our abilities at that moment, and you can see the train about to go off the tracks at a few moments — which I think adds to the excitement of it.

Fridkin: Laura’s lyrics on all of the songs on that record are so good and smart. They’re responding to a world that felt like it was coming apart, and from a certain perspective, the world always feels like it’s coming apart. I think that’s part of what makes Axl timeless. I mentioned that line from “The Politics of Starving” earlier, and we’ve been fed, politically speaking, thin gruel for like 40 or 50 years now. It’s been years of neoliberalism and the end of the Cold War into the War on Terror and all of this. I’m not trying to get all professor of political science, but there’s a political edge to it that I think is still appropriate. We haven’t really moved on past the time that we were at when we were recording at the beginning of the War on Terror. Things, unfortunately, haven’t gotten a lot better since.

Bowman: I don’t get a lot of interaction on Instagram, but when people do interact with me, I feel like I’m the old guy now. [Laughs.] It’s a lot of “Oh, I used to love that record back in the day.” It’s cool, but it’s also kind of weird.

Fat Mike: I still think [Reinventing Axl Rose] is their best album.

Grace: [After Reinventing Axl Rose], it all moved so quickly. We went from No Idea to Fat to kind of blowing up and being on Warner and Sire, and then back around again. Ten years in, you have that realization of like, “Damn, it’s pretty crazy that we’re still out here playing these songs.” I don’t remember the exact moment, but I definitely know that there was a moment where I had this realization that it was kind of on its way to becoming a classic punk record. As a punk kid, you’re not shooting for a platinum record. You’re like, “Damn, if I could just make a classic punk record…” You’re trying to make Operation Ivy’s Energy. You’re trying to make a Minor Threat record or Nevermind the Bollocks. You want to make London Calling.

Kleeman: [Why Reinventing Axl Rose still speaks to punk kids] is the million-dollar question, but I think it’s because the record still sounds unique this many years later. I think that core emotion that Laura exudes in her songwriting just really grabs people. You can hear the authenticity in her voice. The lyrics can be personal, yet also political and kind of funny at times. I think the record’s also so varied from song to song, so you don’t have any two songs on there that are really alike. It’s kind of like a mixed tape, and I think all those combined together are what made it last. When you’re young and punk, the lyrics to Reinventing Axl Rose are like, “Fuck yeah! Let’s go smash the state and be awesome.” Like “Baby, I’m an Anarchist!” is a song you take literally when you’re young, and that’s your anthem. That’s the anthem to like, “Let’s go to this frickin’ protest and smash the state,” which I think will always be important to young angry punks.

Grace: The structure of the songs [on Reinventing Axl Rose] is a lesson that I’m thankful for because I can always look back to it. As you develop in your career, you work with other musicians with setups that might be more professional than yours coming from the DIY punk scene. There are certain standards or traditions of, like, “Well, a song works this way. Verses this long, and then comes the pre-chorus, and then the chorus, and you’ll have the bridge and then go back to the chorus.” But a lot of the structures of the songs on Reinventing Axl Rose are fucking nonsensical. “Pints of Guinness” has a strong intro, a verse, a chorus, and then there’s a really long re-intro kind of thing, a strange other verse and another chorus. There are a lot of moments where it’s just not following any traditional rules of songwriting or whatever because it was us not knowing what we were doing. But it worked. So it’s something that I can always look to and be like, “You don’t need to follow any fucking rules. You just need to have your heart in the right place and be saying something important to you.” That’s what’s more important most of the time — not even the fucking recording quality. It can get you somewhere. It’s not about the money that you have. It’s not about the quality of the studio. Fuck all that shit. Sometimes, the other things matter most.

To see our running list of the top 100 greatest rock stars of all time, click here.

By 1991, Soundgarden had reached a crossroads.

All around them, things seemed to be in a state of flux. The Cold War had finally reached its decades-long denouement with the dismantling of the Berlin Wall, just as a new, hot one was about to kick off in the Persian Gulf. Hip hop was emerging as a dominant new genre, while hair metal was enjoying the last few flickers of its cultural relevance. And, after several years operating within the indie underground scene around Seattle, releasing cult-favorite records for Sub Pop and SST, Soundgarden were now major label operators, with major label pressures and major label headaches.

More from Spin:

• Rock Hall Welcomes Soundgarden, White Stripes, Outkast
• Soundgarden’s Kim Thayil To Write ‘Life’ Story
• Outtakes: Soundgarden

“That’s probably one of the most tumultuous times in the band’s career,” the group’s guitarist, Kim Thayil, admitted. “There were struggles there, but creatively it propelled us into more inventive and more risk-taking, creative activities, that ultimately was really beneficial.”

Of all the struggles the band endured during this period, it was their attempt to get back on track after the departure of founding bassist Hiro Yamamoto that gave them the most agitation and distress. Yamamoto departed shortly after the release of the band’s second full-length record Louder Than Love two years earlier. Soundgarden searched high and low for his replacement, and the fruits of that search would ultimately have a massive impact on both the sound and aesthetic of their follow-up to that project, a lacerating punk-metal hybrid that they named Badmotorfinger.

Badmotorfinger is the moment that Soundgarden essentially became the Soundgarden that most of the band’s millions of fans across the globe recognize today. It’s the moment when four fingers locked together, forming a fist made up of savagely complex, riff-riddled rock that punched through the zeitgeist and dominated MTV airwaves and FM stereos for years to come. It’s “Jesus Christ Pose” and “Slaves & Bulldozers.” It’s “Looking California” while “Feeling Minnesota.” It’s the “Rusty Cage” they created and desperately needed to break.

For the band’s singer specifically, Badmotorfinger represents the crowning achievement in one of the most impressive stretches of inspired songwriting that any American artist has achieved over the last several decades. Fueled by a sense of loss, Chris Cornell tapped into a special vein of inspiration throughout 1990 and into 1991 that would serve as the foundation not just for this seminal record, but also Cameron Crowe’s Seattle-centric film Singles, as well as Temple of the Dog; the one-off dedication to his friend and roommate, the late Andrew Wood.

“We were just trying to be as honest with ourselves as a band and as musicians as we possibly could,” drummer Matt Cameron said. “That meant we were trying to write music that was pretty meaningful to us.”

Here, 30 years after Badmotorfinger made its ferocious introduction to the world, is the full story of its creation, as told by the band members themselves as well as a variety of folks pivotal to the larger story of that time and place, when anything seemed possible.

I: Before Soundgarden could get to work on their third studio album, they first had to find a new bass player. Ultimately, the search came down to two guitar players, both of whom had ties to a band from down South in Puget Sound named Nirvana.

Matt Cameron (Soundgarden drummer): Hiro [Yamamoto] quit Soundgarden pretty much right after we made Louder Than Love. That was ’88 or ’89. Something like that. He was sort of feeling like he didn’t want to tour and commit as much time and energy to the band as it was going to take at that time. We had just signed a deal with A&M Records. That was our first major record release. Kim, Chris and myself were really excited to start our journey as a rock band. So, when Hiro decided to leave it was definitely a momentum killer for us, because we had all of these touring plans pretty much ready to go.

Chris Cornell (2011): Hiro’s absence was something we were living with long before he actually left the band. He was an extremely creative person in the beginning, but that waned quickly.

Kim Thayil (Soundgarden lead guitarist): There’s significant loss when you remove a songwriter, a founder, and someone with a unique and distinct musical personality like Hiro has. Replacing Hiro was a really important thing. And a difficult thing. We auditioned a number of people. Some of the standouts were Ben Shepherd and Jason Everman.

Ben Shepherd (Soundgarden bassist): I went to a Pere Ubu concert. Kim told me that Hiro left the band. I got all irate. The way I saw it, it was Hiro’s band and he quit, so I thought they were breaking up. And Kim’s like, “No, no, no. Calm down. We’re not breaking up.” God, I miss how they used to play together. But Kim said, “We were thinking about, what would you think about trying out on bass?” I was like, “That’s funny, because last night the guys from Nirvana asked me to try out on guitar.”

Cameron: We were really good friends with [Ben’s] big brother, Henry. Kim had known Henry before he met Ben. I met Ben right when he came over to audition. I’d never seen him play in some of the local bands he had at that time, but I know that one of the bands called March of Crimes played some shows with Green River. He was definitely part of our local music scene for sure.

Shepherd: I was in a band before March of Crimes that that had played a show there at Hiro’s house. I think that’s the famous house that he lived in with Chris and everybody.

Thayil: [Nirvana guitarist] Jason Everman was really focused and prepared and professional. I remember we each made a list of who our preferences were, sort of like rank voting and Jason came out ahead for reasons of professionalism and preparation and we felt he would learn quickly.

Shepherd: I’d never really played bass before. I remember sitting out in the freezing cold in my friend’s garage, where Nirvana used to practice, when Chad [Channing] first joined the band, over on Bainbridge Island. It was freezing cold. Tried to learn “Loud Love.” I borrowed a bass from a buddy of mine, and I would sit there out in the freezing cold garage trying to learn these things off a ghetto blaster.

Cameron: We just wanted to find someone that we knew locally and that we were friends with and that we had seen play in various bands. We rehearsed with Ben once or twice. We didn’t choose him because he hadn’t really learned the music and we had to get straight out on tour. The transition into Jason was definitely a practical one. We found Jason through local friends. He had been with Nirvana, briefly, and we were really good friends with those guys. He definitely came highly recommended. We did a straight year of touring with Jason; it was late ’88, ’89.

Shepherd: Soundgarden came back, and Stuart Hallerman told me they’d chosen Jason Everman to play bass. I had gone through middle school and high school with Jason, so I already knew him. I told my girlfriend at the time, “Watch. In six months, they’ll come back and get me,” being all cocky, or whatever. I was all deflated.

Thayil: We were certain that [Jason] would be a great fit. And during the course of the touring with him, during that cycle, it was not supplanting the creative and social dynamic that we had lost when Hiro quit. And it was creating other problems. There was a band bonding that was sort of disassembling in a way, and the addition of Jason wasn’t really helping it.

Cornell (2011): We did 100 shows with Jason Everman in between Hiro and Ben, and we didn’t have one song or even an idea of a song with him.

Thayil: We felt that for the success and for the health of the band, we probably would have to make a change, and find an element that would supplant those relationships in a way that was dynamically creative. The next guy on that list was Ben, who we realized had a good creative sense about him and was very inventive when he played.

Shepherd: Almost six months to the day later they came back…and asked me to join. Under the guise of meeting Chris’ new puppy Howdy, we all went to West Seattle. We sat around a picnic table out on the lawn and Chris goes, “We were wondering if you’d want to play bass for us?” I spit on the ground and said, “Okay, but let me tell my friends at home.”

Terry Date (Louder Than Love/Badmotorfinger Producer): I wasn’t really involved with why Hiro left after Louder Than Love. That was sort of internal band stuff. But Ben fit in perfectly with those guys. It was just a really natural transition. To my eyes anyway, it was no different between the two. I think as far as band dynamics, it may have been a little different, but I wasn’t too deep into the internal workings of the band.

Cornell (2011): It was when Ben joined the band that I realized, “OK, we’re going to have a future with this. We’re going to make great records.”

Shepherd: I was so honored and freaked out and over my head, but still within a brethren of those three guys, those three mentors taking me under their wing, I was a little brother. I was way younger than them. It made me feel like Charlie getting the Golden Ticket at the Chocolate Factory.

II: With their new bassist on board, it was time for Soundgarden to get down to the business of writing songs and working on their next full-length record. Having emptied the vault of new material on previous releases like Ultramega OK and Louder Than Love, however, meant they’d have to start that process from scratch. That wouldn’t be a problem for Chris Cornell, who was just then entering the most prolific songwriting stretch of his entire career. The addition of Shepherd, and his inventive, off-kilter tunings was a tremendous boon as well.

Thayil: Up until Badmotorfinger, almost all our songs were introduced and live tested, because we’d write them in rehearsal, whether it was the attic or the basement, depending on which house Chris and Hiro were residing at. We would debut them at our shows and get a really good idea of what our friends and family liked, and a really good idea of what the other bands liked. With Badmotorfinger, that’s the first album where we didn’t have the fortune of audience appraisal of the material. We had to totally go on our own instincts. And at that point, we were already our own best or worst audience, but at that point, that’s all we had.

Cameron: Ben came in as a guitar player. He wasn’t really playing bass in bands at that period. When he first came and jammed with us, I noticed that he had a lot of guitar techniques with his bass playing, so I tried to zero in and let him know things that I zero in on as a drummer when I play with a bass player. After we had those initial couple rehearsals, he clued into exactly what I was trying to do as a drummer. One thing that we were really impressed with was how creative he was as a player, songwriter, musician. He fit the creative dynamic we were at during that point of our career, like 1990. Kind of right before we started writing and recording Badmotorfinger.

Date: I don’t think Ben’s ever been awed or daunted by anything. Ben pretty much handles any situation in his own way really well. He was great the whole time. I mean, he was being Ben the whole time. He had this great kind of punk rock mentality that was really unique. Probably that was different from Hiro.

Shepherd: During that rehearsal, I got Matt to jump up from the drums and shake my hand because of the clam I made. I missed a string because I’m not a bass player first, right? I missed the string and then I landed back, and I got it corrected and just stopped. Matt was just impressed by that and jumped up, laughed. He was like, “Right on, man! You nailed it.” “No, I didn’t nail it.”

Cameron: Once Ben joined the band, I think our creative powers just changed a little bit. We had this other element in there. I always joked that Ben and I were trying to make a jazz record and Kim and Chris were trying to make the ultimate hard rock record.

Stuart Hallerman (Engineer/Friend): It was mid-January up until album time they spent rehearsing. Avast [Hallerman’s recording studio in Seattle] was pretty slow up until then. I’d only been open for like, seven months. At first, they wanted three or four days a week. They would only wanna rehearse for half a day. Show up at beer thirty and do an afternoon thing, depending on their life schedule. It sort of became their clubhouse to a degree. January 15 was night one. I remember because we had a little black and white TV. Bombs are dropping and it’s the beginning of the Gulf War. Ah fuck. So, they set up and started jamming; making Soundgarden-type noises. They got their trademark way to let the monsters out and stuff. It pretty much coalesced into “Slave and Bulldozers” from that first day.

Cornell (2011): The challenge for me was, “How can I write a visceral, up-tempo, aggressive, post-punk rock song with screechy vocals, but that’s not a heavy metal song or a retro hard rock song?” It sounds like what we were, which is a band that’s all over the map.

Shepherd: Chris was absolutely open-minded and accepting of every idea. And then he would take something and finish it, and every time it was like, “That is cool. That is Soundgarden all the way.” You know what I mean? When you daydream about working on something with someone, he would be the ultimate partner to work on something with. He could basically finish your sentence for you. And his lyrics were incredible.

Cameron: Chris was writing a ton of amazing music. I was just starting to come into my own as a songwriter in Soundgarden. Ben was really fun for me to work with as a songwriter just because he was so encouraging and really positive. I felt like one aspect for me that made Badmotorfinger a jumping-off point was that this was all new material. There were no leftovers on that album. We had all been able to quit our day jobs around the late ‘80s, like ’88, ’89, right around the Louder Than Love period. We were able to focus on songwriting, rehearsing, playing gigs, just everything that comes with being in a semi-successful rock band in the late ‘80s.

Cornell (1992): What happens for me is the creative process continues, you write songs that you enjoy, you go into different fields musically because you’re bored with the last thing you did or you’re bored with what everyone else is doing, and something might jump out of the sky. That’s sort of how we’ve always approached it. There’s never been a time when we had a really popular-sounding song that we felt was really good, but we just didn’t do it because it was pop… I could write a song that is pure pop, but would it feel right for Soundgarden? The whole idea was that we don’t change for the marketplace as it exists, we just continue to exist until the marketplace changes for us.

Cameron: One thing I really noticed with Chris, in particular, is, when he and [Mother Love Bone singer] Andy [Wood] were living together at Chris’s house on Capitol Hill, he was recording a lot on his four-track cassette recorder. He wasn’t recording just hard rock Soundgarden-type songs, he was really trying to stretch out as a songwriter. I don’t know if it was a conscious thing or not. He had all this music inside him that he just wanted to try to get out in whatever way felt most natural. I remember hearing a bunch of gorgeous acoustic-type music that he was writing around that time. It had nothing to do with Soundgarden or even Temple of the Dog. I think Chris was really channeling his inner creative life — his inner emotional life — in a way that just seemed effortless. From an outsider, someone like myself, it’s kind of hard for me to write music. One thing I’ve noticed about Chris during that period is how many great songs he wrote, demoed up, and played for us. Some of the stuff he would just play for me or some of his friends or whatnot. The pace at which the amazing amount of music was coming out of him during that period was very impressive.

Hallerman: Around Thanksgiving, Chris wrote the Poncier tape [a five-song, solo compilation demo for the film Singles]. A month before that he did Temple of the Dog, a whole different album with beautiful singing and expression and stuff. He did that during the writing of Badmotorfinger.

Thayil: The Poncier thing was probably a consequence of the work he was doing with Temple of the Dog and Badmotorfinger. Basically, he’s coming up with a number of musical ideas and lyrical ideas, melodies, and guitar parts. He knows what will work with the guys from Mother Love Bone, and he’s showing them songs. He knows what will work with me and Matt and Ben. The idea that he took these song titles and then concocted, overnight, five interesting musical pieces, is probably not likely the case. It’s probably musical ideas that were being generated all along during this period of time. He was always playing guitar and recording ideas.

Cameron Crowe (Director, Singles): [My ex-wife] Nancy [Wilson] went out to a club, while I stayed home in Woodinville. She ran into Chris who gave her the [Poncier] tape. He said, “Here’s what you wanna do. Go home and tell Cameron you ran into some guy on the street who was busking and had a cassette to sell, and that you bought it and brought it home.” So, she did that. And I looked at the cassette and it had all the fake titles from [Pearl Jam bassist] Jeff Ament’s little art piece copy that he had done for the movie Singles. It was like, “What? What is this??” So, I put it on, and it was Chris. I couldn’t believe how fully realized it was, and how different it was. How elegant. I loved all the songs, but “Seasons,” stood out from the first listen with that Zeppelin, open-tuning vibe. It was like, “Holy crap!” It was the best thing I’d heard in a really long time. It was a facet of Chris that I wanted to use; this rich vein of Chris’s solo impulses. Stuff that’s not particularly Soundgarden, but very personal and him. It quickly went from mind-blown, to how can we make this part of the sound of the movie?

Thayil: Chris learned from Andy at some point, rather than editing what he was doing to address the aesthetics of his band, he decided he would just write it, record it and just put it out there as an exercise per Andy’s advice. And that’s when he became really prolific. Then he writes all this stuff for Temple of the Dog, which, granted, are great songs, but probably a little bit easier to write because the audience is maybe more…general as opposed to the specific band idea and attitude. It’s something that can cross over with a number of different types of bands, and he did great with that. And then at the same time, he’s throwing out these ideas that are a little more experimental and more arty. Well, that he can go and show Kim and Ben and Matt.

Cameron: I remember for Badmotorfinger, Chris and I got together just the two of us at Avast! Studios. I think it was early ’90 or late ’89. He probably had six or seven ideas. One of them was “Rusty Cage,” and the other one of them I believe was “Outshined.”

Cornell (2011): I wrote the lyrics [to “Rusty Cage”] in my head when we were in a van somewhere in Europe on tour. I honestly can’t remember where, exactly. But I have a vivid memory of staring out the window, looking at the countryside, and feeling pent-up. I never wrote any of the words down, but I somehow remembered them. When we finished the tour and Soundgarden returned home to Seattle, I picked up a guitar and tried to come up with music that I felt matched the essence of that song. I wanted to create this hillbilly/Black Sabbath crossover that I’d never heard before. I thought that would be cool and possible. I thought, “If anyone can do it, Soundgarden can do it.” I was listening to a lot of Tom Waits at the time, and I wondered how Soundgarden could approach similar imagery and I wondered what the music would sound like. “Rusty Cage” is what I came up with.

Hallerman: Chris wrote and demoed on eight-track. He had his brother Peter’s eight-track set up on a home studio in West Seattle and he’d program a drum machine and then do bass parts and a guitar part too and sing multiple parts. But it would take him a couple of days to program the drum machine per song and he had a bunch of songs in his head, so he just grabbed Matt and me and was like, “Can we just come into Avast for two days and work it out.” So, he programmed Matt to play the songs, which is as easy as describing the song once, and then Matt plays the song. Together with those two, it was like, “Hey Chris, what should I call this collection of songs?” And he’s like, “Uh…More Brilliance!” So that was “Holy Water,” “Drawing Flies,” “Rusty Cage,” “Outshined,” “Face Pollution.” “Searching With My Good Eye Closed” was on that, but he did it at home. “Mind Riot,” and I think “New Damage” was too. All sorts of great things.

Cameron: I was able to tailor the drum part at a very early stage. If anything, that’s one of my greatest contributions to music — helping Chris unlock his potential. I think at that time, he was thinking beyond what he was able to do. Sometimes, really great songwriters, they can’t always get on tape what they’re hearing in their head. I think when I came in there, I was able to play stuff that he was hearing in his head. I’m really glad that I had some small part in his musical development at that point.

Thayil: I think through some conversation Chris had with Jeff Ament; Chris and Jeff were talking about different tunings and Jeff said, “Imagine if someone tuned every string to E. Wouldn’t that be stupid?” And Chris thought, “Yeah, that would be weird if someone just tuned every string to E.” And then he wrote “Mind Riot.” He basically just took it as a challenge like, “What would that sound like? What would that be?” He did it and then brought in “Mind Riot.” I’d go, “Why the hell did he do this?” You could probably write the song in a more friendly tuning. It was such a curiosity that he went ahead and did it anyway.

Hallerman: Chris did a demo of “Searching With My Good Eye Closed” and this song “Dirty Candy.” I don’t know where that one went. Killer song.

Cameron: A song like “Searching With My Good Eye Closed,” Chris had a drum machine that he had programmed pretty much for the whole song, and I thought the parts were really, really cool. I learned them and I stuck pretty close to the programmed parts from his demo. That was an example of a drum pattern that you came up with at 100% that I fucking loved. He didn’t say, “Oh, hey, learn my programmed drum part,” or, “Learn my demo drum part.” He never said that to me. He pretty much let me decide what the final drum part was going to be. I think he trusted me. He knew that what I brought to the band was my own thing. I think from when I first met him in like ’84, he noticed something in me that he liked.

III: Cornell wasn’t the only member of the band who was realizing his fullest potential as a songwriter. Finally free from the distractions of their respective day jobs, Matt Cameron and Kim Thayil were also contributing wildly vivid lyrics, creative rhythms, and brutal riffs.

Date: Matt is one of the best drummers I’ve ever worked with. He’s a machine. He was automatic and made it really super easy. Matt was just one of those guys; he understood the timing, the time signatures. They all did. They all were well ahead of most people as far as that stuff goes.

Shepherd: He makes everything so easy. Everything we do is on time. The one trick with playing with Cameron? Don’t look at him. It’ll screw you up because you’ll get so mesmerized watching him, that you’ll miss notes, you’ll miss beats, you’ll miss playing. You can’t look at him. If you ever jam with him, watch out. Don’t watch him.

Cameron: I remember I wrote a lot of my Badmotorfinger songs in May 1990. I have this cassette tape that says 5/90 on it, and I wrote “Room A Thousand Years Wide,” “Drawing Flies,” and “Birth Ritual.” It was a really weird creative period. The bridge for “New Damage.” It was a really interesting burst of creativity for me. At that point I didn’t have my day job anymore, so I was spending a lot of time in my bedroom with my four-track cassette machine, playing guitar, trying to come up with riffs that I thought the guys would like. I had always been writing my own music for my own pleasure up to that point. I think I started really getting influenced by Kim’s guitar style.

Hallerman: Kim wrote riffs and brought them in. He had a four-track too. But mostly he had three-fifths of a song in his head, and he’d bring it to people and they’d craft the lyrics together. Once he took one of Matt’s songs and wrote lyrics to it because he wanted to do that exercise. “Room a Thousand Years Wide.” That song was originally done as a Sub Pop seven-inch backed with “HIV Baby.” So, it’s two different performances. One was with Terry Date down at Studio D, and the seven-inch was done with me at Avast.

Thayil: I love Matt’s riff on “Room A Thousand Years Wide,” which is in drop D. It didn’t have lyrics at the time. Matt gave us a demo and we learned how to play the song. I forget what timing it was in, six or five; one of those two. I just loved the groove and so I wanted to go ahead and try to write lyrics for this. Ultimately, they were about identity as part of referencing some philosophy thing; extrapolating from the idea of identity and creating something that’s a little bit more mysterious. I remember [Seattle music producer] Steve Fisk left a message on my answering machine where he referenced some movie. There were a bunch of witches sitting around. Haxan is the one that I was just thinking of.* But the line was “Tomorrow begat, tomorrow begat, tomorrow.” It’s like “Oh excellent. That would be a great way to end the song.” Since what I was discussing in the lyrics about identity, was plotting it temporally. And since I was talking about transcendence, identity and time, I thought “This is great. I’m going to rip off Steve’s answering message, “Tomorrow begat, tomorrow begat, tomorrow.”

*In a follow-up, Thayil clarified that the reference for the lyric “Tomorrow begat tomorrow” from “Room a Thousand Years Wide” was from the 1857 book The Hasheesh Eater by Fitz Hugh Ludlow, as told to him by Steve Fisk. In the book, Ludlow consumes cannabis extract and describes in vivid detail the myriad changes in his consciousness and philosophical outlook.

Shepherd: I don’t think Kim gets enough credit for that stuff. It’s like, “Holy fuck.” Kim does not get enough credit on guitar or writing that he deserves. It’s like watching an ocean roar against the shore, but somehow has lightning bolts in it. I don’t know how to describe it. It’s like shooting stars with fucking orange sherbet.

Date: You know, in a typical band over the years, there is usually some sort of rub between the guitar player and the singer. You can go through history and see that. I never saw that with these two guys. Chris and Kim always had great respect for each other. They communicated well with each other. I wasn’t around for the writing process, so if there was any tension, it probably would have been there. But for the recording process, everybody allowed everybody to do their thing and with great respect for what each person was doing. There was no one guy coming in saying, “You can’t do that that way.” It was none of that. Everybody seemed to allow everybody to do their own parts.

Scott Granlund (Saxophonist): At some point, Matt called me up and said, “Hey, we’re doing the Sub Pop single of the month. Kim and I have this song, well, two songs actually, and I can hear some horns in it. So, we got together, worked on some stuff and recorded “Room a Thousand Years Wide” for the single of the month. Then a little while later, he called again and said, “Hey, Soundgarden got a major label deal and we’re gonna record it again for a CD release.” So, then I recorded the Badmotorfinger version.

Thayil: Scott Granlund, if you didn’t know, also plays guitar. So, in a number of these groups or projects he’d play guitar or sax. He’s primarily a sax player, but he also had guitar sensibilities and voila, it sounds like the Stooges. Because as a sax player, he had an understanding of what the band was about and what a guitarist might want to hear a sax player doing.

Granlund: I did “Drawing Flies” too. Did that with a baritone. Well, double-tracked with one track a tenor, and one-track a baritone.

IV: The only song on Badmotorfinger where all four band members received a writing credit was the lacerating lead single “Jesus Christ Pose.” The song was at least partially inspired by a photo Chris saw of Jane’s Addiction frontman Perry Farrell staring into the camera with his arms outstretched on a bed, shot by his friend Chris Cuffaro. Ultimately, “Jesus Christ Pose” is a lacerating mediation on media and religion set over some of the most chaotic, breakneck rhythms ever concocted.

Perry Farrell (Jane’s Addiction): I’m Jewish, so I don’t do Jesus Christ poses. Although Jesus was a Jew, so maybe I do, do Jesus Christ poses! Here’s how it went down. [Photographer] Chris Cuffaro was above me on a ladder. It was like the last shot. And he said, “Do something!” So, I reached up to him. If he wouldn’t have been standing over my head on a ladder, he wouldn’t have been in that position. It’s not a Jesus Christ pose, but it’s not about me either.

Shepherd: We all showed up at Avast, and Stuart had made this weird little stage storage unit in one half of the studio. It was like a showroom. So, Matt’s up there, we’re all putting on our guitars. And Matt starts doing that riff [for “Jesus Christ Pose], and I started playing to it.

Cameron: I think that was during the mid-Badmotorfinger songwriting period at Avast! Here in Seattle. We were sort of between tours and whatnot, working on music that would eventually become the Badmotorfinger album. We were working on a lot of Chris’s demos at that point, getting arrangements down and whatnot.

Thayil: The people in the room were Matt, Ben and myself. I remember standing on that stage and Ben was on the floor next to it. The drums might have been up on the stage too. I just remember looking at them, and Ben just started this riff; started playing really fast. Because the floor was cement, the bass rumbled and it was hard to get a distinct idea of the one with the rhythm, because it was just blurry because of the cement and the echoing. But Ben was standing near Matt, so Matt could hear what was going on. So, Ben’s doing this riff, it’s very fast, it was just a smear to me. Matt starts off with that drum riff; one of the most insanely fast difficult drum rips for a rock style ever. That gave me the idea of where the song was. It still is hard to tell where the one was because Matt’s drum riff was kind of rolling but somewhere in that circle is the one. Eventually, I picked up on it and came up with that screaming space bat, I don’t know what we called it then, I don’t if we described it as lighting or some weird kamikaze bat, but that “Beedly-whoop-bang” that part started coming out; that main riff and then that squealy guitar part. Then Chris turned up and tried to learn what we were playing.

Cameron: My recollection was I sat down and started playing that groove, and everyone dove right in. I remember thinking, “That was a really good jam we did, I hope Stuart recorded it.”

Cornell (1992): What ends up becoming a Soundgarden song and record is definitely a collaboration between all four members, not just what the individual member put in, but also what the four members take out. So, songs come in and songs go out.

V: While the band was assembling and building songs at a fervent pace, it became inevitable that some were going to be left out of the final tracklist. Some were harder to cut than others.

Date: One of my favorite songs on Badmotorfinger didn’t make it on the record because it made it onto the Singles soundtrack and that was “Birth Ritual.” Those vocals were actually recorded by, I believe, the owner at Bear Creek.

Crowe: I just loved Soundgarden. I had seen one of their earlier shows and Chris was around. I loved their dark, slow-moving, intense melody. I remember telling all my friends that this is a band that has it all. When I met Chris, I felt a lot of simpatico with him. I felt like of all the people up there [in Seattle] that we would have been friends in school apart from all of it. Sometimes you feel a familiarity, and that never changed. Then I tried to figure out a way that he could be in Singles, and I could utilize his power and show a few more people what I’d seen. It felt like one of the best reasons to make the movie.

Thayil: There are two different basic tracks for “Birth Ritual.” The other one I think might have been recorded with Stuart. It seems to me that we would’ve done basic tracks for “Birth Ritual” for Badmotorfinger at some point. That song also had some weird arrangement issues. I don’t know if “Birth Ritual” was something that was relegated to B-side status, or it was an idea Matt had, that actually was completed and developed in some timeframe that we’d fit with the Singles soundtrack. At some point, Chris came up with lyrics and he added some musical parts that would’ve fit with Matt’s ideas to complete the song.

Crowe: Chris was an amazing person to collaborate with, and he understood what we were going for in the movie. We wanted to have a powerful representative slice of Soundgarden, and the idea was to have it be something new. So, he gave me a cassette with “Jesus Christ Pose” and “Birth Ritual” on it, and we discussed the pros and cons of each one. There was a scene in the movie where Campbell Scott’s on the floor of his apartment and he’s kinda spread out in a pose. I knew it wasn’t close to that scene in the movie, but I just didn’t want to summon any self-revelatory imagery that didn’t really belong. Plus, I thought “Birth Ritual” was gonna explode. Chris was good with the choice and agreed. He smiled and said, “Now do we want to do this with a shirt on?” I’m like, “Naw, let’s take the full Chris Cornell shirtless road for this.”

Cameron: Some of my favorite Chris songs are B-sides. “She Likes Surprises,” “She’s a Politician,” “Cold Bitch.” Some of his best songs are B-sides and those are amazing songs. “Fresh Deadly Roses” is another incredible B-side that never made the cut. Those are good problems to have. If you have too many good songs, I guess you’re going to have to throw a couple to the B-side pile.

Shepherd: For some reason, Kim and Chris didn’t want “Cold Bitch.” But when we tracked that, man. That was a fucking heavy day. We were there at Bear Creek [Studios], me, Kim, Chris. I don’t think Matt had gotten there yet. The power went out as the cellos were playing. A lightning strike hit the lawn outside and put the power out as they were tracking. It was so fucking heavy. It was like, “That is the mojo song of the whole record, man.” That would’ve… I think that would’ve catapulted that record to another level immediately.

Cameron: “Cold Bitch” is one of my favorite Soundgarden songs of all time. I was just crushed that it didn’t make the cut. It was Chris’s call. I remember we were at a Denny’s and when we were mixing the album in Tarzana or something. We were like, “Okay, what’s our sequence for the album?” We all figured out a sequence, and then Chris vetoed “Cold Bitch.” He wrote the song, so he had veto power on that one. I was just like, “Aw.” He said it didn’t groove. I’m just like, that’s the grooviest! It’s a weird groove, super weird. He didn’t like the vocals…He just didn’t hear it. To this day, I’m just like, “Ugh, that should’ve made the cut.”

VI: With the stockpile of songs growing, time was drawing near to properly kick off the recording process To help assist them behind the boards, Soundgarden turned once again to Terry Date, a local producer who assisted them during the creation of their previous record Louder Than Love.

Cameron: We were working with Terry on the Louder Than Love album. We knew him from his work with Metal Church. He’s just a great guy. He was someone that had experience in Seattle at that time and made major label albums. When we signed our deal, we had to use a producer. We didn’t want to use anyone that was going to change the music or anything, but he was someone that was able to give us that fuller sound in the studio.

Thayil: I didn’t think of him as a metal producer. He got that title after working with us. But he came from a kind of a pop, new wave band called The Cowboys, that were big in Seattle. If I remember correctly, the two records that stood out in my mind was when he did a Metal Church album, which yes, that’s metal, but it’s somewhat indie. And then he did a Sir Mix-a-Lot. As a matter of fact, I think Terry’s first gold record was Sir Mix-a-Lot [for Swass].

Date: I was managed by Soundgarden’s management company, as well as what became Pearl Jam’s management company. I was introduced to them by [Soundgarden manager, and Chris Cornell’s then-wife] Susan Silver and they had just gotten their deal with A&M. We became good friends after that. I actually lived fairly close, like a block away from Kim during time actually.

Thayil: Terry’s not a musician. He’s an engineer. He went from being a sound man to a recording engineer. He knows how to hear these instruments and he understands percussion from working with Mix-a-Lot and rap and drums and then he learns how the guitarist wants to hear their guitars by working with a metal band. He came to work with us and had an idea of how things sound.

Date: I had done a record [Apple] with Mother Love Bone down in Sausalito [California]. I can’t remember if it was my idea of the band’s idea, but we wanted to record Badmotorfinger in Sausalito, in that same area. I wanted to go to the same studio that we did Mother Love Bone, which was called The Plant. We couldn’t get in there because it was booked during that time period. So, the label rep from A&M, Brian Huttenhower, we met in the Sausalito area and toured a couple of studios. I videotaped them all so I could bring them back and show the band and see which one they were comfortable with. Ended up going with a place called Studio D.

Thayil: There was a room down there that Matt liked, and that Terry Date liked. So, we went down there to do basics [tracking]. The idea was maybe we would get guitars and bass as well as drums. But it’s primarily drums. We got some bass, and no guitars or vocals, I don’t think. None that I can remember. We just concentrated on getting good drum sounds and then we might have kept some of the base and that came back up here by Bear Creek to do the other stuff.

Shepherd: Sausalito reminded me a lot of Bainbridge at that time, except that Bainbridge actually had kids. Sausalito was so yuppie and clean-cut and weird when we were there. It seemed like kids were illegal. Like, “No, we don’t want kids around this part of…” You know what I mean? You don’t want to see kids in public, so there weren’t kids there. I guess, because of the demographics and the money, or whatever. Back then we were playing a lot of catch. Nerf football catch. We were fucking around all the time. We all threw our arms out during that recording in Sausalito.

VII: After finishing the drum tracks down in Sausalito, California, Soundgarden headed back home to Washington’s Bear Creek Studios to track guitars and vocals and give Badmotorfinger its finishing touches.

Cameron: We probably could have done everything at Bear Creek in all honesty. The idea was that Terry bounced the drums down to a stereo mix and then we laid out all the guitars and all the vocals up there and the bass. I wasn’t there for every session because I didn’t really need to be there, but I remember we recorded “Mind Riot” up there at Bear Creek. I think that was one of the songs that we recorded the drums for up there. Then I did some background vocals with Chris up at Bear Creek, some percussion, things like that. But it was mostly for guitars and vocals. The interaction was great. We all felt like we were progressing, like we had something that was really interesting and really good.

Date: The studio [at Bear Creek] is very rustic. An old barn. And there was an outbuilding out kind of in the woods that had a hot tub or whatever. But, it was just a small, one-room building. Chris would go out there and he’d write and work out. That was sort of his private getaway spot to think about his lyrics and that sort of thing. It’s a 10-acre lot, a 10-acre piece of property, pretty rural, pretty rustic. We had all kinds of outdoor fun. A lot of bonfires, a lot of fun and games.

Shepherd: I remember that time period too, because that was when Chris was riding his mountain bike from West Seattle to Woodinville every day. Then tracking, and then riding back.

Date: Chris was really getting fit during that record. I think riding back late at night was harder than riding out during noon, but I don’t know if maybe he got a ride back in? It’s a 30-mile round trip, probably. Maybe a little bit more. I think it’s about 15 miles each way.

Cornell (2014): I think after Andy passed away, Jeff and I spent a lot of time riding mountain bikes through the hills of Seattle and talking. That’s one of my best memories from that period, really.

Thayil: We’d go out in the backyard and play whiffle ball, and there was a fence that went to their residential property, and so the idea was that if you hit it over that fence, you hit a home run. So that was a fun thing to do. And then we invented a game with a Nerf football and a Frisbee and it was like bombardment but you throw the Frisbee, and if the guy caught the Frisbee, then he’d get a point. If he dropped the Frisbee or he was hit by the Frisbee, the thrower got a point. The most accurate and strongest arms are probably me and Ben. I could throw a baseball and Ben could probably throw it another 30 or 40 feet. Both of those would probably be much further than Matt or Chris could throw, so…

Date: It was a very good time because Pearl Jam was, I think, finishing their first record when we were working on Badmotorfinger. I remember Eddie [Vedder] coming out to visit. He had the first mixes from their first record [Ten] and he played them for us. That was really, really a fun time to hear that for the first time.

Shepherd: Everything was tracked with solar power. That was the whole point of that whole record, I do believe. Showing the progressive ecological side of recording that can be done, blah blah blah.

Date: The basic tracks were totally fun and easy for everybody. When it came time to doing vocals; the vocals on that record are very high and very loud. It’s really difficult to do, and I know Chris struggled. We’d have many days where, or not many days, but some days where we’d come in and he’d start singing, and would just say, “Nope, not today. I can’t get it. It won’t happen today.” And then there were times when…I always had a little stool, like a wood stool sitting next to him so he could put water or whatever on it while he was standing up singing. During some of those very hard, high vocal parts, he’d get frustrated, and that chair got broken a couple of times.

Cornell (2014): My history of singing has always probably been closer to a David Bowie approach than, for example, an AC/DC approach. I never thought of myself as being the singer that wanted to create an identity and then stick to that… From song to song, I would approach it in the way I felt was the most natural for it. Who was this person singing this song? What are they singing about? What should that person sound like? That’s how I would approach it, and oftentimes, that would be the most difficult part of the whole process for me: finding the right voice that felt the most natural for that song.

Cameron: One of the great things about Chris is he was up for anything, man. We threw some of the weirdest fucking shit at him. The most unsingable stuff. Like, “There’s no way, but I’m just going to send it to him anyway.” And then it’s just like, “Oh my God, he did it!” Every time Chris would put lyrics and vocals over some weird piece of music that I wrote or someone else wrote, it’s like, “How the fuck did he pull that off?” That’s one of the reasons why he was one of the all-time greats. He was able to make sense out of this really difficult angular music. There’s so many examples of that in our catalog. “Drawing Flies” was an example of him just hitting a home run on something that I didn’t really know if it was even going to make the cut. I’m so happy it did.

Thayil: I remember Ben spitting at the control room window while he was doing bass. I remember Terry saying, “Try that again.” We’re in the control room and Ben for some reason gets all pissed off and like, throws something and then runs over to the window and spits at the window. I thought, “Is he joking around or is he pissed off? Oh, well so he’s pissed off!” Terry turned and looked at me and looked at Chris, “Well what’s going on?” We go “That’s okay, I don’t think he wants to do what you’re telling him to do.”

Shepherd: If I messed up, I would get so angry, and so frustrated with myself. Not at anyone else, but I’m sure if you looked at the scene it would look like I was mad at everyone else. But I was really infuriated with myself. Too much youthful energy, instead of re-buckling and refocusing. I look back and go, “God, how did those guys put up with me?” When that happened in Badmotorfinger I would get so mad tracking. I was in a totally different headspace. I would just get irate, lose my cool, basically.

Cameron: I remember taking some rough mixes home on a cassette up at Bear Creek that Terry made for us, playing them in my Volkswagen driving home. Just loving it. Just thinking, “Oh my god, this is a step up from what we have just done.” Like we were talking about earlier, the addition of Ben Shepherd was just…it became apparent how much of a force he was in the music when we started recording.

VIII: One of the more interesting tracks to emerge from Badmotorfinger was the song “New Damage.” An even more interesting version of the song emerged later, thanks to a boost from Queen guitarist Brian May

Cameron: [There was a version of “New Damage] that was done for a compilation record where the producer was grouping together young bands with established huge rock stars like Brian May. I was a huge Queen fan. I’d say I was the biggest Queen fan in the band. Kim and Ben not as much. I saw Queen when I was like 16 years old. Thin Lizzy was opening up. It was fucking life-changing.

Shepherd: We shipped the tapes over to him. So that was the one non-solar-powered part of the thing, is having those tapes flown over to England for him to track.

Cameron: He came to Seattle once when we were rehearsing and at the time we were rehearsing where Pearl Jam was rehearsing when they first started. It was next to a blacksmith forge.

Shepherd: It was totally awesome. This rock aristocracy, walking down Crack Alley in Belltown, down the steps.

Cameron: Brian May shows up in a white limo with a white full-length leather coat. He comes down to our dingy, janky rehearsal studio, and he couldn’t have been more out of place, class-wise. He could not have been sweeter. Fully generous, sweet guy. He was completely up for collaborating, too.

Shepherd: This mean-ass dog named Junkie, that only liked us and his owner, he liked Brian May. He was a mean ass dog, man. A big bull mastiff. He looked like a black panther.

IX: With the recording process wrapping up, the band had two questions left to figure out. What were they going to call their new record? And what was the cover going to look like?

Thayil: Trying to name the album, I remember coming into the control room and saying to Chris, “Hey, how about I’m Okay – Urinal Cake?” The reference being [the 1967 self-help book] I’m Okay – You’re Okay. That made everyone crack up, but it was too much of a one liner. It didn’t have beauty or power. It was just funny. So that rolled around in people’s heads for a few days, I’m Okay – Urinal Cake. Then during that session, I went and jammed with a friend of mine, and he was four tracking what I was playing on guitar. And up came that Montrose song of “Bad Motor Scooter.” I didn’t recognize it. I heard the intro with the guitar making motorcycle sounds and I go, “What is this song?” And my buddy said, “That’s ‘Bad Motor Scooter.’” I’d heard the title, but I hadn’t heard the song. And I go, “It might as well have been Bad Motor Finger to me.” And my friend just looked at me and raised his eyebrows and we started laughing. We thought that was funny. It was a mashup of Bad Finger, a band I loved, and then this song “Bad Motor Scooter,” a song I was unacquainted with, but I heard of the title. So out came Badmotorfinger. Bad Finger with a Motor in the middle, which made everything a little bit more punk rock, a little bit more muscle car-y. And it was colorful. It sounded good. Badmotorfinger sounds great. If you write it out, it looks cool. And it’s evocative of color and everything that we’ve sensed. So, the next day I went to the studio and I’m Okay – Urinal Cake is starting to fade now, because people are understanding that’s not a very serious title. And I walk in with Badmotorfinger. Everyone’s like, “That’s it! That’s great!” And then Chris was smiling. I remember him pulling me aside later in the day, rolling because, “You know, that worked on so many levels.”

Mark Dancy (Album Cover Designer): In 1989, Soundgarden played at St. Andrews Hall in Detroit and my band Big Chief opened for them. That’s how we met. We gave them all sorts of propaganda, like Motor Booty. Motor Booty was a satirical, underground comics and music magazine I put out. I started it so somebody would publish my art. Anyway, we went to Seattle in 1991 on tour. We played with TAD. Kim and Matt came to the show and afterwards they came up and asked, “Do you wanna do our record cover?” That’s all it was. No idea about what they were planning or anything. They just said, “This is the title, wanna do it?” I said, “Yeah!” and started sending them sketches while still on tour. I had more of an idea of a motorcycle kind of thing originally, but they said, “No, we don’t want that.” Mostly, I was talking to Kim. What it was coming to was Badmotorfinger; Bad middle finger. So, it was kind of a flip-off. There were all these different versions with a hand raising a middle finger. I was coming at it all these different ways, and finally, I managed to do it a jaggedy way, with an electrical thing. What the design really is, is 12 songs, 12 little middle finger hands. If you look at it, that’s what it is going around in a circle.

X: Badmotorfinger was finally released on October 8, 1991. By the middle of the decade, it reached double-platinum status and netted Soundgarden their second Grammy nomination for Best Metal Performance. The band hardly had time to stop and enjoy the fruits of their labors however before embarking on a massive tour supporting Guns N’ Roses, followed almost immediately by a month-long swing through America’s finest amphitheaters on Lollapalooza, where they were joined by their buddies in Pearl Jam.

Cornell (2011): Particularly around the Badmotorfinger period, this huge transition took place where commercial rock music was all bad commercial metal. It ruled the airwaves. It ruled MTV. It ruled record sales.

Cameron: We had four weeks off in two years, or something like that. That’s what it felt like anyway. We were up for it. We wanted to be there. We had all these really great opportunities. We weren’t as precious about opening for Guns N’ Roses [as some other bands]. Nirvana didn’t want to open for Guns N’ Roses. I understand that they were asked first and then they asked us. I think they asked Pearl Jam too and those bands said “No.” We were like, “Hey man, our record’s great. We really love our record, and we want to just go out there, play some shows.” The Guns N’ Roses thing was kind of weird because it definitely wasn’t our crowd. On days off we would always do our own shows. We’d do a club show here and there, things like that. It was fun to see how our audience was getting bigger around ’91.

Granlund: I remember I was in New York with my girlfriend, and we were walking down the street one day and saw this poster: “Guns N Roses!” and “Soundgarden” in little letters near the bottom. So, I called Madison Square Garden and said, “I’m Scott and need to talk to Matt Cameron.” Eventually, I got through and said, “Hey, I’m in town!” and he goes, “Well, shit, go rent a saxophone!” Rented a saxophone in Greenwich Village and ended up playing the show with them. Hanging out backstage was kind of fun. Joey Ramone and one of his band members showed up, along with his girlfriend in a tiger stripe bikini. Then Joey and Chris started talking. It was kinda noisy in the green room, so those guys crawled underneath this big table and just hung out and had this long conversation. The two shy vocalists hiding under this table talking about the weird shit they drink.

Cameron: ’92 is when we did Lollapalooza. That’s where I felt like we really came into our own as a live band. Being part of that tour was really great because everyone was peaking at the same time.

Shepherd: God, that tour. That was emotionally heavy. I don’t know. It was a fun time. Over the years, everyone always said that was the one Lollapalooza that gelled the most. The bands interacted the most. It actually worked the way it was supposed to be. I just remember getting in a lot of Goddamn trouble on that tour, doing really stupid stuff, that I could have been either killed, or arrested for. I wrote a lot of Hater songs on that tour.

Thayil: There was always a strong sense of camaraderie. Lollapalooza the tour, annoyed me. I don’t know, I guess the cesspool environment, just so many bands and so many other people. Too many people. There’s something irritating about it. But the great takeaway was we made some friends for life out of the Jim Rose Circus Sideshow guys. The pyrotechnic for Red Hot Chili Peppers was a Seattle guy and we became close friends for a number of years. There was certainly the camaraderie and bonding with the Pearl Jam guys, to see them having success.

Cameron: It was cool to see these younger bands all fucking just grabbing at the ring at the same time. It was interesting to see the Pearl Jam crowd increase during that tour. They were the second band, I think they were, the second band on the bill. I think we were like the fifth band or something like that. It was really fun to watch the crowd just running to get their place to see Pearl Jam. It was really cool.

XI: While it goes without saying that the members of Soundgarden have a lot of pride for each of their albums, it’s clear that Badmotorfinger occupies an especially cherished space that’s only grown as the years have gone by.

Thayil: It’s amazing for the longest time, Superunknown was the album that was referenced because it was the most commercially successful. The band would often reference — well, Matt would often reference Screaming Life — but for the 25th anniversary box set and I just became reacquainted and familiarized with the material. I started hearing things I hadn’t heard in many years and Badmotorfinger all of a sudden was at the forefront of my mind and it stayed there. Since then, I’ve heard many people refer to it as their favorite album. So that’s cool that it’s surpassing the one that received accolades and commercial success in its day.

Date: That’s one of my favorite records that I’ve done.

Cameron: It still sounds relevant. A lot of that has to do with the fact that the music was really meaningful to us as musicians and as a band. I don’t really listen to the records that much anymore, but if I have my phone on shuffle mode and I’m driving in my car, something comes up from Badmotorfinger, it just sounds really cool. It has a personality. I think that’s what we were aiming for. We didn’t really ever sit down and talk about what it all meant in the history of music at the time we were so busy doing it. Now that I’ve had some time to reflect, I’m really proud of the fact that my band Soundgarden was part of a really important shift in rock music at that time, and music in general. The early ‘90s, there was a lot of breakthrough genres that happened all at the same time. I’m really proud of my generation. I’m really proud of those records.

Shepherd: I lived in a little rental house, in Winslow and every day I would listen to Double Nickels on the Dime [by Minutemen] and I’d listen to this one Duke Ellington record. So, when I finally got that album, I held it while looking at Double Nickels on the Dime on the kitchen table, and that Duke Ellington record. It was like, “Wow, these two records helped make this record,” and I held onto it. I think that was the best record that I’ve been part of. Like the gates were opened, and we hit the ground running. The leopard got its spots and booked it.

To see our running list of the top 100 greatest rock stars of all time, click here.