Pandemonium Shadow Show

(This is the second in my series of essays looking at each Nilsson album. You can find the first here)

Almost as soon as Nilsson stopped working for Rock Music, he met with Rick Jarrard, a young staff producer at RCA Records, who had just finished working on Jefferson Airplane’s album Surrealistic Pillow and was looking for a new artist to work with. Jarrard signed Nilsson without actually having approval from his bosses, but he was eventually allowed to sign him to a one-year contract with no advance. Nilsson’s main request was that he be provided with an office at RCA, so he could work on his songwriting there as he had previously for Rock Music – as he was given no advance, he wasn’t yet able to quit his job at the bank.

Jarrard was to act as producer, and Nilsson continued to collaborate with George Tipton, the arranger who had worked on many of the demos he cut for Rock Music. The first fruit of their collaboration was titled Pandemonium Shadow Show.

However, while Nilsson was unable to quit the day job immediately upon signing with RCA, the opportunity came soon afterwards, when Chip Douglas (who had been in the Modern Folk Quartet, for whom Nilsson had written “This Could Be the Night”) became producer for the Monkees’ records and invited Nilsson in to demonstrate some songs for them.  Michael Nesmith’s response was typical of the band’s regard for Nilsson — “Man where the fuck did you come from? You just sat down there and blew our minds. We’ve been looking for songs, and you just sat down and played an album for us! Shit!”

While the Monkees did not record a whole album of Nilsson material, they did decide that Nilsson’s song “Cuddly Toy”, already earmarked for Pandemonium Shadow Show, would be perfect for Davy Jones to sing. The song appeared on the band’s US number one album Pisces, Aquarius, Capricorn & Jones, Ltd,  and was featured in two episodes of their hit TV show, and brought in enough royalties for Nilsson that it would be safe for him to quit his job – especially as his boss told him he was being passed over for promotion because no-one knew whether he’d still be with the bank in a couple of years.

Pandemonium Shadow Show was the first of thirteen new studio albums Nilsson would record for RCA, and it’s here that Nilsson’s career proper really starts. Shortly after the album’s release, Derek Taylor (a longtime associate of the Beatles, at that time working in LA for the Beach Boys and other bands) heard “1941” being played on the radio while sat in his car in a supermarket parking lot. He immediately bought multiple copies of the album for friends of his, including the Beatles. [FOOTNOTE: Some variants of the story have Taylor having already met Nilsson, in August 1967, with George Harrison, and attempting to sign him to Brian Epstein’s management company then.] Lennon and McCartney, in particular, promoted Nilsson as their “favourite American group”, and Nilsson suddenly went from being a minor jobbing songwriter to being a bona fide rock star.

What’s fascinating about listening to Pandemonium Shadow Show in context, though, is how little it has to do with the burgeoning psychedelic rock scene. There are similarities, of course, to other LA soft pop artists like Harper’s Bizarre, the Beach Boys, or the Mamas and the Papas, but with a few exceptions this is music that has little or nothing to do with rock and roll, and which is rooted firmly in the pre-rock era. There are few electric guitars, but plenty of strings and brass. Tipton’s orchestration wouldn’t sound out of place behind Peggy Lee or Tony Bennett, and acts to sweeten some of the material, which might otherwise seem harsh.

Because this album is, for all its beauty (and it is beautiful) an album made by a man who was in pain and lashing out, albeit in a sugar-coated manner. Certainly the original material on the album is dominated by tragedies that are made into comedy simply because of the framing – the multiple deaths in “Ten Little Indians”, the parental abandonment of “1941”, the vicious misogyny of “Cuddly Toy” – while many of the cover versions chosen are similarly angry (“You Can’t Do That”) or bittersweet (“She’s Leaving Home”). Nilsson originally wanted to name the album Something Wicked This Way Comes, after the Ray Bradbury short story (which contains the carnival which gave the album its eventual name), and that title would have been appropriate. This is an album which has something wicked and malevolent at its core.

Ten Little Indians
Songwriter: Harry Nilsson

After a brief spoken introduction (“in the centre ring, presenting Nilsson and his Shandemanium Shadow Pow!… Shadrach, Meshach, and Abednego”), the first song – and the first single to be released from the album – starts up. Musically this is somewhat reminiscent of the theme music from The Great Escape – all marching-band drums and trombones, playing a simple three-chord progression – but most of the invention in the song comes from the lyrics, which combine the children’s novelty rhyme “Ten Little Indians” with the ten commandments to give such passages as:

Two little Indians
Thinkin’ that they ought to have some fun
One took a liking to a picture of himself
Then there was one

The combination of these three disparate influences leads to something that’s both lightweight and immediately captivating.

The track was released as a single, backed with “You Can’t Do That”, but rather oddly met with competition from a cover version by the Yardbirds, which largely replicated Tipton’s arrangement but with the addition of Jimmy Page’s guitar, swathed in backwards reverb. This wouldn’t be the strangest cover version of a Nilsson song ever to be released, but it did rather mean that both versions of the song got less attention and airplay than either would have otherwise.

Songwriter: Harry Nilsson

And here we get to what is the first truly great Nilsson song. “1941” was, apparently, inspired by a desire of Nilsson’s to write a song around a number (a desire that also manifested around this time in “One”, of course), but there’s a far deeper and more personal inspiration at work here, too.

Until 1966, and the release of the Spotlight on Nilsson album, Nilsson had always believed that his father was a sailor in the US Navy, a hero killed during World War II. But some time after that album was released, when Nilsson was becoming slightly better known, his mother Bette revealed the truth – his father had in fact been a sailor in the Merchant Navy, and wasn’t dead. He’d just left his wife and child and started a second family elsewhere. She’d kept this from her son until then, but knew that if he became famous his father would find him. Son and father eventually met up, for the first time in more than twenty years.

In a heartbreaking, though seemingly lighthearted, fashion, Nilsson describes a man very much like his father – “in 1941 a happy father had a son, but in 1944 the father walked right out the door” – and the son growing up to “join the circus” and become an entertainer.

What’s chilling about the song though is that it also describes the son himself growing up, having a son, and then abandoning child and mother just like his father did, and ends with the question “what will happen to the boy when the circus comes to town?”

Nilsson had no way of knowing it, but he would go on to do exactly this himself – adoring his first son, by his second wife, but leaving them and later raising another family – and in this he was similar to his friend John Lennon, who was in the process of doing exactly that when this album came out (perhaps explaining why he became so much of a fan of Nilsson’s). (Nilsson later said that his father was a merchant seaman “like Ringo’s”, but while both Lennon and Ringo Starr, Nilsson’s two closest Beatle friends, had fathers who abandoned them, it was Lennon, not Starr, who had a father in the Merchant Navy).

This song is one of the three songs (along with “Cuddly Toy” and “Without Her”) over which Nilsson and Rick Jarrard spent the most time in the studio, and the care and craft shows – here we see for the first time Nilsson’s astonishing ability as a scat singer, with the wordless verses at the end moving through the different parts of his vast range with a fluidity that no other vocalist could have matched.

While “Ten Little Indians” had been the opener of the album, this is where most of the album’s themes first come up – this is an album about circularity and inevitability, about people’s lives repeating the same mistakes over and over. It’s also an album about wanderlust, about children, about lack of communication, the generation gap, the ways people hurt each other, and the desire to entertain as a way of masking one’s pain. All of those themes are in this song, and in a way you only have to have heard this to know and understand the entire album – everything else in the album is an unpacking of different aspects of this song and examining them in more detail.

A gorgeous, heartbreaking, track.

Cuddly Toy
Songwriter: Harry Nilsson

This, on the other hand, is a very difficult song to love. While it’s clearly a joke, it’s a callous, cruel, joke, which depends for its humour entirely on the juxtaposition of the upbeat, jaunty, vaudevillian melody with the unspeakably cruel lyrics, which are sung from the point of view of a man to a woman whose virginity he’s just taken (and who he may have raped, reading between the lines) – “you’re not the only cherry delight who… gave up without a fight” – and telling her that “I never told you that I loved no other, you must have dreamed it in your sleep”.

It’s the kind of thing that Randy Newman would make a career out of – the portrait of an unfeeling psychopath with an utter contempt for the people who (as the character sees it) allow themselves to be hurt, but sung as a fun bubblegum singalong. It’s absolutely devastating because of that, but it’s a joke that has real teeth, and it’s a song that portrays behaviour that is all too real. It’s easy to see why it was chosen for the Monkees – it’s musically absolutely perfect for Davy Jones’ song-and-dance-man persona – but it’s also easy to imagine the song actually causing trauma to many of their teenage girl fans.

She Sang Hymns Out of Tune
Songwriter: Jesse Lee Kincaid

The first cover version on the album is of an obscure single, released the previous year, by Jesse Lee Kincaid, former guitarist with the LA blues-rock band The Rising Sons. Kincaid’s original was a country waltz with vaguely psychedelic production elements, supposedly inspired by an actress friend of Kincaid’s who couldn’t sing very well but still liked to sing “The Old Rugged Cross”. It’s an early entry in the Cosmic American Music genre that would later be dominated by musicians like Gram Parsons and Michael Nesmith, and quite an extraordinary single.

Nilsson and Jarrard used Kincaid’s version essentially as a template, keeping the harmonium and bells that made up the basic instrumentation of the original, and adding in a much thicker orchestral arrangement. It’s clearly a straight cover of the original, not a radical reworking like some of Nilsson’s covers are, but the track is still a perfect fit for the album, both in terms of lyrical theme and in the way Kincaid’s melodic sense so perfectly matches Nilsson’s.

One interesting note is that Nilsson, towards the end, comes in early with his vocal, stops, and restarts. This was left in on the finished record, and over the next few albums we’ll often see mistakes and bits of talk deliberately left on Nilsson’s vocal tracks – they become almost as much a characteristic of his records as the scat singing.

You Can’t Do That
Songwriters: John Lennon and Paul McCartney

This cover version, on the other hand, is definitely a radical reworking. The original of “You Can’t Do That” was a 1964 Lennon-written B-side to the Beatles’ “Can’t Buy Me Love”, an angry electric twelve-bar blues, which was later included on the UK version of A Hard Day’s Night (in the US it was on The Beatles’ Second Album, which was actually the third Beatles album to be released in the US).

While the Beatles’ version is a simple rocker, Nilsson’s cover version is not so much a cover version of the song as an excuse to interpolate bits from as many other Beatles songs as he could into the track, whether they make lyrical or musical sense or not. Nilsson’s version starts with the lines “My babe don’t buy me presents” (from “She’s a Woman”), “how can you laugh when you know I’m down?” (from “I’m Down”), and “beep beep beep beep yeah” (from “Drive My Car”) before going into a performance of the song proper, taken at a slower, gentler, pace than the Beatles’ original, with a backing consisting mostly of acoustic guitar and bongos rather than their stabbing electric guitars.

However, while Nilsson’s lead vocal takes the song straight, his backing vocals quote many, many, other songs – “You’re Gonna Lose That Girl”, “Good Day Sunshine”, “A Hard Day’s Night”, “Rain”, “I Wanna Hold Your Hand”, “Day Tripper”, “Paperback Writer”, “You Won’t See Me”, “Do You Want to Know a Secret”, “Norwegian Wood”, and “Yesterday”, before ending with the same quotes he started with and the line “Strawberry Beatles forever”. [Footnote: I double-checked this list with online ones, and found a claim that there’s a quote from “And I Love Her” between 1:05 and 1:07. I don’t hear it myself, but I may be missing something here.]

It’s extremely clever, in the way it manages to bring together elements from so many disparate songs and have them almost make perfect musical sense, but the result is far more about saying “I am very clever” than it is about producing a coherent piece of music. The weakest track on the album, though still more than listenable.

Sleep Late, My Lady Friend
Songwriter: Harry Nilsson

An absolutely gorgeous track, with a beautiful arrangement based around cello, tabla, baritone horn, and the supple double bass playing of jazz legend Ray Brown, this simple song about looking on after a night out with a woman as she sleeps in the next morning is mostly here as a showcase for Nilsson’s exceptional vocals. Most of the track he takes very simply and straightforwardly, showing the sensitive balladeering side of his vocals, before right at the end projecting a melismatic “late” almost as if he were singing a call to prayer, and going into multitracked layers of scat singing in both his chest range and falsetto.

The song itself is merely pleasant, but the strength of Nilsson’s performance, and of Tipton’s subtle and intimate arrangement, make this a minor highlight of the album.

She’s Leaving Home
Songwriters: John Lennon and Paul McCartney

The second of the Beatles covers on the album, this is infinitely better than “You Can’t Do That” – a feat which is all the more remarkable given that it was recorded a mere ten days after the original was released, on Sgt Pepper’s Lonely Hearts Club Band.

Nilsson’s recording follows the Beatles’ original quite closely in its main outlines, with Tipton’s instrumental arrangement taking most of its melodic lines from Mike Leander’s orchestrations for the original, although Tipton moves them to horns from the original strings. This may have just been to fit with the style of the album, which is largely dominated by the vaudeville-style horn parts Tipton came up with, but the result is very like the brass band style Paul McCartney and George Martin had used for the soundtrack of The Family Way and would later use for “Mother Nature’s Son”. This leads to the interesting situation of the Northern English Beatles sounding all Hollywood Romantic, while Nilsson in LA sounded like a Northern brass band.

Nilsson’s interpretation of the song is beautiful and sensitive – as with his later performances of Randy Newman songs, he chooses to downplay the sarcasm and bite in favour of a more sincere emotional reading – and while it doesn’t quite reach the heights of McCartney and Lennon’s vocals on the original, that’s more to do with the fact that Nilsson is singing both parts, and so obviously doesn’t have the clear distinction between the voices that Lennon and McCartney had.

But the mere fact that it’s reasonable to talk about this performance in comparison to the Beatles’ own version of one of their best songs shows just what a strong performance this is.

There Will Never Be
Songwriters: Perry Botkin Jr. and Gil Garfield

A minor piece, by Nilsson’s friends Botkin and Garfield, this is mostly notable for its tricksy time signatures – it’s mostly in 5/4, but there are several brief changes into other time signatures for odd bars, which may be why this track features no drum kit, with the only percussion being a tambourine. The backing is dominated by trombone and piano, and the overall effect is as if Burt Bacharach had rewritten “Take Five” (with a little bit of a Latin influence creeping in at the end).

This song may well have inspired Nilsson’s friend Michael Nesmith to write the very similar-sounding Monkees song “My Share of the Sidewalk”.

Without Her
Songwriter: Harry Nilsson

A song written while Nilsson was still working for Rock Music, NIlsson later claimed that he’d written this, “1941”, and “Don’t Leave Me Baby” in a single night, and like “1941” this is a song taken from his own life experience. Written about the breakdown of his first marriage, the description of spending the night in a chair alone quite probably mirrors his largely-nocturnal working habits of the time.

This is, far and away, the best original on the album, and within a short time it had been covered by everyone from Glen Campbell, Jack Jones, and Glen Campbell to more unexpected artists like Lulu, Herb Alpert, and, of all people, Kenny Everett (in a version that is rather more sensitive than you would expect from the artist behind such “classics” as “Snot Rap”). But despite all this, and the many cover versions that have followed over the years, Nilsson’s original is still the best version of this song.

Opening with just Nilsson’s solo vocal and Lyle Ritz’s string bass, the arrangement is one of the sparsest on the album, with only Jesse Ehrlich’s cello and a flute line (by a flautist who is sadly uncredited in the booklet of the CD version) added as the track goes on (apart from the reprise of the first verse, where an acoustic guitar replaces the other instrumentation). Tipton modelled the arrangement on Bach’s suites for solo cello, and the track is one of the few where the term “baroque pop” means something more than just “has a harpsichord” — the track is almost empty, but everything there is playing very precise, beautiful, counterpoint.

Nilsson’s vocal is almost completely unemotional, with a gentle precision and beauty which gives the crushing despair of the lyrics even more weight, and the result is quite simply one of the most lovely and moving recordings of the rock era.

Songwriters: Cliff Hess, Howard Johnson, and Milton Ager

One recurring feature of Nilsson’s early albums is that they would feature songs his mother Bette had sung to him when he was a child. Often these would be songs she’d written herself, but in this case, “Freckles” was a vaudeville song from 1919, which was recorded by such big names of the time as Nora Bayes and Billy Murray.

The vaudeville influence can definitely be heard both in Tipton’s arrangement and in Nilsson’s performance of this song about a cheeky red-headed boy playing tricks on classmates and the teacher.

The original song was structured as many vaudeville songs were, with a long “verse” (what we’d now call an introduction, though it was repeated later in the song) and a “refrain” which made up the main body of the song. Nilsson’s version uses only the refrain, and changes it slightly – removing a couple of lines and generally tidying up the melody. The original can be found easily online these days, but essentially a whole other section of the song originally existed between “he always used to pull their curls” and “the way that boy would carry on” – the original extra lyrics were “And though his marks were lower than kids much slower/his mark was perfect with the old bean blower/People used to coax, young freckles not to play his jokes”.

Two lines of lyric as well (“when the cat had kittens up in the hay/one was black and seven were grey”) are original to Nilsson’s version, and several other lines are slightly different, suggesting that Nilsson didn’t refer back to the sheet music or the original recordings, but rather relied on his memories of his mother’s memories of a song from when she was a child. The result, as is often the case with that kind of folk-music transmission, is a definite improvement on the original.

(For those who are interested, a copy of the original sheet music is available at , if you want to see how much it differs from Nilsson’s version).

It’s Been So Long
Songwriter: Harry Nilsson

A pleasant enough little sunshine pop confection, owing something to “Good Day Sunshine” and “Penny Lane”, this is a light little bit of candyfloss with swinging horns, enjoyable to listen to but offering little scope for analysis or discussion. A nice bit of very well-crafted filler.

River Deep – Mountain High
Songwriters: Phil Spector, Jeff Barry, and Ellie Greenwich

And the album finishes with a cover of the song Spector, Barry, and Greenwich had written for Tina Turner the previous year. Nilsson’s version follows the original very closely in terms of the arrangement and general sound, although it misses out the backing vocal parts from the original (and has Nilsson doing some deliberately sloppy double-tracking of himself at points). He gender-swaps some of the lyrics, but the intention is clearly to mimic Spector’s track as closely as possible (something that’s helped by Rick Jarrard having actually attended some of the recording sessions for the original, and Nilsson having worked closely with Spector).

Unfortunately, Nilsson’s voice simply doesn’t have the extraordinary, intense, overpowering roar of Tina Turner’s, and while this comes as close as one could expect to recreating the original, it doesn’t really stand up to the comparison.

Overall, Pandemonium Shadow Show is an uneven collection, one which is trying for something that is slightly more ambitious than Nilsson and his collaborators were capable of pulling off. But while the tracks range quite a bit in quality, that range is from “interesting, relatively enjoyable, failure” to “among the best things ever recorded”. It’s a fascinating album, and clearly the work of a major talent, something that most musicians would be proud to have as the peak of their career, let alone as its start.

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1 Response to Pandemonium Shadow Show

  1. Mike Taylor says:

    I enjoyed reading this — it gave me a tighter focus on an album than I already liked, but had never really thought about before.

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