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A Children's Song
The Prokopy Notes
Search for Dumb
Van Still Remains

Compiled by Lou Shenk

This Primer is meant to serve as a compendium of current information and theories on the Smile recording sessions and the unreleased album. I?ve included facts and speculation culled from numerous sources, most notably Jon Hunt & John Lane, Brad Elliott, Alan Boyd, Cam Mott, and many others who contribute to the Smileshop and other Beach Boys discussion sites on the web.

The Smile Saga:

Brian met Van Dyke Parks through Terry Melcher and Loren Schwarz in February 1966. Impressed with Van?s articulate manner of speaking, Brian asked him to collaborate on the next Beach Boys album, tentatively titled "Dumb Angel." Most of the songs were written between July and September while Brian was in the midst of recording Good Vibrations. The project had been renamed "Smile" by September and cover art by Frank Holmes, a friend of Van?s, and a 12 page booklet of photographs by Guy Webster and illustrations by Holmes was prepared. Brian described the album to Jules Siegel in October as "a teenage symphony to God . . . religious music . . . a white spiritual sound."

Although Wonderful and Wind Chimes were recorded in August, work on the new album did not begin in earnest until after the release of Good Vibrations in September. Smile was set for release by Christmas. In early December Brian submitted a handwritten list of the 12 tracks planned for Smile to Capitol for use on the back cover slick. The back cover included the proviso "see label for correct playing order." 466,000 copies of the cover and 419,000 Smile booklets were printed by early January, promotional materials sent to record distributors and dealers and ads placed in music (12/66 Billboard) and teen magazines (Teen Set). Brian informed Capitol that Smile would not be ready in December "but in all probability will deliver some time prior to January 15." Jan 13 was slotted to be the release date of the new single, Heroes and Villains.

January turned to February and no Smile was forthcoming. In January Brian halted work on all Smile tracks except for Heroes and Villains. Whether this was due to pressure from the record company to get a single out in advance of the album, due to Brian having difficulty completing the vocals for the other tracks, or due to disagreements within the group over the Smile material is unknown. From December through March Brian held over 20 sessions for Heroes and Villains, but he could not complete the single to his satisfaction. In early March Van Dyke left the project after a dispute with the Beach Boys over his lyrics, and work on Heroes and Villains ceased. In April Brian announced Vegetables would be the next single. After two weeks of intensive sessions on the song, he left it unfinished. An article by Derek Taylor, the Beach Boys press agent, in the May 6 Disc and Music Echo reported "Every beautifully designed, finely wrought inspirationally-welded piece of music made these last months by Brian and his Beach Boy craftsmen has been SCRAPPED." The Smile project was abandoned.

Brian returned to Heroes and Villains in June and moved recording to a makeshift studio in his Bel Air home at 10452 Bellagio Road, where he rerecorded Wonderful, Wind Chimes, and Vegetables for Smiley Smile. Brian resisted revisiting the original Smile tapes for the next thirty six years. Subsequent releases of Smile material (Cabinessence, Our Prayer and Surf?s Up) were overdubbed and completed by Carl and Dennis without Brian?s cooperation, although he did make an appearance during the recording of the "Child is Father to the Man" tag of Surf?s Up. He had to be convinced by friends and associates to include Smile material on the Good Vibrations box set released in 1996. In interviews he avoided the topic of Smile, often shutting down the conversation by claiming to have destroyed the tapes. Whether this was because of painful memories associated with Smile and its' collapse and/or because he did not want the project compromised by releasing it in fragmentary form is unknown.

In 2003 Brian reviewed the tapes with Darian Sahanaja and Van Dyke Parks in preparation for a Smile 2004 tour. Lost lyrics were retrieved, some new lyrics and melodies written, and a completed 46 minute Smile suite was performed with orchestral accompaniment in February in England. Although Brian has stated that the 2004 version is not a reconstruction of what Smile would have been in 1967 but how he feels about the Smile music now, it nevertheless reveals many of his original intentions for the project, which will be detailed below.

Because the Smile project evolved and changed over the course of 12 months, and then again after thirty six years, it is convenient to look at Smile as having four different phases:

Early Smile (Dumb Angel): May ? Sept 66

At this stage the track list for the album was not fixed and Brian recorded songs that were later dropped. During this period Van Dyke and Brian wrote most of the material, although the songs were revised and in some cases rewritten later.

Prime Time Smile: Oct 66 ? Jan 67

This is when the bulk of Smile was recorded. Brian had a clear vision for the album and all of the individual songs had been written and lyrics completed. Brian committed to the 12 song titles submitted to Capitol in December, and the covers and booklets were printed.

Late Smile: Feb ? May 67

At some point in January or February Brian?s concept of Smile changed. Work on the original 12 tracks halted, with the exception of the proposed singles Heroes and Villains and Vegetables (and the B side, Wonderful). New songs like With Me Tonight, I Love to Say Dada, and an untitled instrumental were recorded, as well as a cover of Little Red Book. Carl and Dennis recorded and produced tracks on their own. After resistance to some of the Smile material by the Beach Boys, particularly Mike Love?s criticism of Van Dyke?s lyrics as "indecipherable," Van Dyke left the project in March. Difficult and unproductive vocal sessions such as the Dec 15 Surf?s Up date may also have led Brian to revise the album?s lineup. Contentious tracks like Cabinessence and Surf?s Up might have been replaced by new tracks. To make the album less of a Brian solo act and more of a group effort, Carl and Dennis?s tracks may have been added. Alternatively, Brian may have been having second thoughts about the Smile material as a whole, and was simply recording new tracks for a post Smile album.

Unbelievably Late Smile 2004: Remarkably, Brian and Van Dyke reunited in 2003 to complete a Smile suite. The music was divided into three movements: an Americana movement, a Cycle of Life (childhood/pregnancy/birth/rebirth) movement, and an Elements movement. Within each movement the songs segue smoothly one into the other without pauses, usually with short string or horn transitions. It is reported that Brian had all along intended Smile to be in three movements, in homage to one of his favorite pieces of music, Rhapsody in Blue.

A Note on Song Order:

The only track placement for which there was solid evidence was Prayer, as noted below, until Smile 2004. Brian customarily had singles open and close the sides of an album (and sometimes a B-side), so we have the singles Heroes and Villains, Good Vibrations, Vegetables and Wonderful (see track notes) as contenders. Although Surf?s Up was not considered as a single release at the time, it was regarded by Brian as a major work and was featured in Leonard Bernstein?s Inside Pop television special aired Tuesday, April 25 on CBS, and so would likely have been featured in a prominent spot on the album. Smile 2004 had the following track order: Americana: Prayer/Heroes and Villains/Do You Like Worms/Barnyard/Old Master Painter/ Cabinessence, Cycle of Life: Wonderful/Song for Children (Look, see below)/Child is Father of the Man/Surf's Up, The Elements: I'm In Great Shape/I Wanna Be Around/Friday Night/ Vegetables/Holiday/Wind Chimes/Heroes and Villains Intro/Mrs. O'Leary's Cow/Water Chant/I Love to Say Dada/Good Vibrations.

Interestingly, an earlier provisional set list had Holidays in the Americana section, and Worms preceding Heroes and Villains. Good Vibrations was not in the set, and Surf's Up was the closer.



(All vocal sessions at Columbia unless otherwise noted)

Good Vibrations (B.Wilson ? M. Love)

Recorded Feb 18, 1966 ? Sept 1, 1966 (Goldstar, Western, Columbia and Sunset Sound Recorders)

Brian began the recording of this track during the Pet Sounds sessions, and completed the basic track for the verses at the second session for the song. But he was not satisfied with it, and put it aside until recommencing work on the track in May. Tony Asher?s original lyrics were reworked by Brian and Mike Love, and once Van Dyke got involved in the Dumb Angel project Brian asked him to redo the lyrics. Van refused, not wanting to get involved midway through the recording of the song and not wanting to alienate Brian?s then current lyrical collaborator and group member. Van did suggest the cello overdub for the chorus. Carl and Dennis are among the tracking musicians. The recording of this track set the precedent for Brian?s new "modular" method of recording: record a song in sections, then rerecord some sections, add a bridge or a new section, rerecord the bridge, make trial mixes of the song, go back and rerecord new sections, and finally piece it all together in a final mix. While Brian managed to edit all the pieces of Good Vibrations together adroitly and create one of the most brilliant pop singles of the 60?s, this method would prove problematic in crafting the next single Heroes and Villains. The difficulties of this sectional recording technique may have led Brian to abandon traditional studios and studio musicians to work with the Beach Boys in a home studio for Smiley Smile and later projects. For Smile 2004 Brian used a combination of Asher's lyrics and Mike Love's to end the Smile suite.

Wind Chimes (B. Wilson)

Instrumental track recorded Aug 3 with 13 musicians and Oct 5, 1966 with 4 musicians at Western. Vocals recorded Oct 10, 1966, with 6 Beach Boys.

The original instrumental track was longer (2:55), repeating the chorus and multiple pianos part and adding a bridge. Brian rerecorded the verse section in a sparser, lighter production style on Oct 5, and redid the multiple pianos ending, recorded his lead vocal and the chorus group vocals and edited it together. The rough Brian multitrack edit was used by Mark Linett to create the GV box set version. Musicians on the track include Carl on Aug 3 and Carl, Brian and Van Dyke on Oct 5. For Smile 2004 Brian had the multiple pianos section go back into the chorus and bridge like the earlier tracking.

Wonderful (B.Wilson ? V.D.Parks)

Instrumental track recorded Aug 25, 1966 with 6 musicians at Western. Vocals recorded Oct 6 with Brian only and Dec 15, 1966 with the Beach Boys.

While Wonderful was one of the first tracks recorded for Smile, Brian had difficulty realizing his vision for the song because in the space of 12 months Brian recorded Wonderful four times, although only one (the Smiley Smile version) was completed. The Aug 25 recording is the most complete Smile version we have. It appears on the "Nu songs as of 9/3" tape that also included "He Gives Speeches." The GV box set sourced it from a copy of the Dec 66 comp tape after the original mono mixdown tape disappeared from the tape library in 1989. It is not a final mix, however, as after Brian made this mix on Oct 6 he recorded additional backing vocals in December (the "yo de lay ee ooh" yodeling vocals), which never made it into the song. A rough mix of the instrumental track with the backing vocals from Dec was on the Linett tape (see below, Smile source material). Musicians included Brian and Dennis.

Cabinessence (B. Wilson ? V.D.Parks)

Instrumental track recorded Oct 3 (as Home on the Range) with 14 musicians and Oct 11, 1966 with 7 musicians at Western. Vocals recorded Oct 11(as HOR) with 6 Beach Boys, Dec 6 (as Cabinessence) with "Brian plus 5," and Dec 27, 1966 (as Who Ran the Iron Horse) with Brian only.

Additional lyrics were written for the song, apparently for a section that has been lost: "Reconnected telephone direct dialing/Different color cords to your extension/Don?t forget to mention this is a recording/Even though the echoes through my mind/Have filtered through the pines/I came and found my peace/And this is not a recording/Doobie doo/Doobie doo/or not doobie!" Carl and Van Dyke were among the musicians on the Oct 3 session, and Brian and Carl played on the Oct 11 date. The tracking for all three known sections of the song was likely recorded at the Oct 3 session, as the Oct 11 musician list does not match up with any of the sections as released on 20/20. Take 12 of Home on the Range and take 23 of Who Ran the Iron Horse were edited with take 5 of the tag for the master. The Oct 11 date could have been for the "lost" section, a new part, or for a rerecord of one of the previous sections.

Prayer (B.Wilson)

Recorded Oct 4, 1966 with 6 Beach Boys.

The session tape reveals that Brian meant for Prayer to open the Smile album, "a little, you know, intro to the album." When someone suggests it could be a "track," Brian says no ? implying it would be an unlisted track, and indeed Brian did not include it on his December list. There is a Brian edit on the Dec 18, 1966 comp tape excising the next to last vocal section that was not replicated on the GV box set release of the track.

Child is Father of the Man (B.Wilson ? V.D.Parks)

Instrumental track recorded Oct 7, 1966 with 7 musicians at Western. Vocals recorded Oct 12 with 6 Beach boys, Dec 2, and Dec 6, 1966 with the Beach Boys.

The session tapes released by SOT reveal a different verse and chorus tracking than on the Linett tape, and no bridge section. Only one tracking session is documented, so a second session must have been held for the remake, likely on Oct 12 (no trumpet player was listed for the Oct 7 session, which rules out a remake done later that day). Recently a mono Brian Wilson mix of the instrumental track was found in the vaults running 3:01 with the sections arranged chorus/verse/chorus/verse/chorus/bridge/chorus. Two partial mixes of the song on the Dec comp tape with slightly different vocal overdubs were edited together on the Linett tape. Van Dyke has confirmed that verse lyrics for the song were written. In a November British press account a journalist wrote "I got a sneak preview of one of the tracks the previous night when Dennis played me a piano version of one track, Child of the Man, a cowboy song." Verse lyrics may have been recorded, as the chorus vocals were unlikely to have taken three vocal sessions to complete, but they are missing from the Beach Boys tape library. Tracking musicians included Brian and Carl. There were verse lyrics in the Smile 2004 Child which may have been written in 2003 or may have been original lyrics.

I?m in Great Shape (Barnyard Suite) (B.Wilson)

Shape instrumental track recorded Oct 27, 1966 with 4 musicians at Western (at a Heroes and Villains session). Vocals recorded Oct 17, 1966 with 6 Beach Boys.

Barnyard instrumental track likely recorded Oct 20, 1966 at Western (see Heroes and Villains below).

One of the greatest mysteries of Smile was at least partially solved with the release of the Endless Harmony Heroes and Villains demo, where a section included the lyrics "eggs and grits and lickety split, I?m in the great shape of the open (upper?) country" before leading into Barnyard. Brian confirmed in an interview that this was Great Shape. One vocal session is documented but the tape is missing. If Shape was part of Heroes and Villains in November, why was it recorded under a different title in October? And then in December became its? own track? One explanation may be that it was recorded under a "subtitle" or section title, and all along was planned as part of Heroes, much as "Home on the Range" and "Who Ran the Iron Horse" (vocal session) were recorded as sections of Cabinessence. The instrumental track was discovered on a Heroes and Villains session tape from Oct 27. "Great Shape" is noted on the tapebox, and Brian and Van Dyke participate. The tape has several takes with piano, bass and saxophone, then harp, bass and saxophone with the sax playing the melody of "eggs and grits." Unfortunately the final master take had been cut from the reel. This supports the theory that Shape was always part of Heroes until December, when Brian decided to split it off as its own song (perhaps already planning to replace the Oct./Nov. Heroes with the cantina version).

Another explanation for the Oct 17 Great Shape session is that Brian originally wrote it as a separate song, then included it in Heroes, only to break it out again in December (the "out-in-out" theory). This is also consistent with the sequence of the sessions. Great Shape may be part of the track referred to in contemporary press accounts as a "Barnyard Suite." Besides "eggs and grits" and Barnyard, the song may have included Do A Lot. A Beach Boys insider with access to the tape library in 1988-89 examined a tape box labeled Great Shape that contained two versions of "Do a Lot" on it, the first fast, the second slow with organ and sound effects of running water and scrubbing and clanging noises. And a purely vocal or vocal with Brian keyboard track of Do a Lot would explain the vocal session preceding the instrumental tracking for Shape. I Wanna Be Around/Friday Night may have also been part of the song (see below). The Barnyard track was recorded Oct 20, 1966 at Western; the vocal session date is not known, but may have been recorded by Brian and friends on Oct 20 or possibly by the Beach Boys on Dec 13, 1966.

Smile 2004 combines I'm In Great Shape with I Wanna Be Around/Friday Night in the Elements movement. But an earlier set list did not have Shape in it at all, and "Workshop"was placed after Dada in the Elements!


Do You Like Worms (B.Wilson ? V.D.Parks)

Instrumental track recorded Oct 18, 1966 with 6 musicians at Western. Vocals recorded Oct 18 with Brian only, Oct 21, 1966 with the Beach Boys and Jan 5, 1967 (Bicycle Rider chorus lead vocal) with the Beach Boys.

Worms exemplifies the "Americana" theme of Smile that Van Dyke described as a deliberate attempt to counter the British mania ruling the music world at the time. The song describes the spread of American imperialism westward from Plymouth Rock to Hawaii. Lyrics were written for the verses but apparently not recorded: "Once upon the sandwhich isles, the social structure steamed upon Hawaii" and "Having returned to the West or East Indies ? we always got them confused." Originally the chorus went: "Ribbon of concrete, see what you done done," but was rewritten by October when the song was recorded. The Bicycle Rider lyrics were not actually put to tape until January during the Heroes and Villains sessions, when they were under consideration as a new section for the song. Van Dyke was among the musicians on the Worms track. A fuzz bass was added to the music of the Bicycle Rider section on Jan 5. In Smile 2004 a newly discovered 1966 lyric was used for the first verse, the Bicycle Rider and "ribbon of concrete" chorus lyrics were used, and the "West or East Indies" verse was dropped.

Heroes and Villains (B.Wilson ? V.D.Parks)

Instrumental track recorded Oct 20, 1966 ? March 2, 1967 (Goldstar, Western, Columbia), vocals recorded Dec 13, 1966 ? Feb 26, 1967 (Columbia).

Lyrically influenced by Marty Robbins? hit El Paso, Heroes and Villains was the first song Brian and Van Dyke wrote together. Brian reportedly played the long descending melody line on the piano to Van, who on hearing it came up with the matching lyrics "I?ve been in this town so long ?" on the spot. More than any other Smile song, the dozens of musical themes and sections that were recorded for Heroes and Villains give us a glimpse of Brian?s boundless creativity at its? peak, and reveals him reaching artistically for something totally new and epic in pop music in his attempt to surpass the achievement of Good Vibrations. Heroes and Villains underwent the most complex evolution of any song in Beach Boys history. Following the new working method established by Good Vibrations, Brian rerecorded section after section, recorded new pieces while rejecting old, and assembled at least four or five different mixes of the song prior to the final issuance of the single in July 1967. Unlike Good Vibrations, however, the song?s structure did not remain intact from one incarnation to the next, as Brian experimented with the order and composition of sections of his new mini-suite.

The first attempt at tracking the song on May 11, 1966 (2:45 in length) was unsatisfactory and taped over; it apparently included "My Only Sunshine" as a section of the song according to one of the session musicians. It was next tracked on October 20, likely the source for the single?s verse tracking and the recording date of the Barnyard ending. This session has not surfaced but presumably follows the three part structure of the Endless Harmony demo of Nov 4: the familiar "I?ve been in this town" and "Once a night" verses, followed by a rustic "freshnin? (clean? Zen?) air around my head/eggs and grits" section, ending with "Barnyard." We know the "eggs and grits" section was tracked on Oct 27 - this may have been a rerecording of the Oct 20 section or perhaps the Oct 20 session did not include this part of the song. This three-part version is the one Tracy Thomas reported in November to be "a three minute musical comedy." Sometime in December after vocals were added to the song Brian became dissatisfied with it and began adding sections, cannibalizing other Smile tracks for new pieces to add to Heroes. The Old Master Painter fade ("false Barnyard") replaced the previous Barnyard tag, and the Bicycle Rider chorus from Worms was added and then rejected. The "cantina" section (recorded Jan 27) replaced "eggs and grits." Brian completed the "cantina mix" Feb 10 1967. The original is missing from the tape library; the released version on the Smiley Smile/Wild Honey 2-fer and the GV box set is a safety copy of the original mixdown tape. It is the only completed Smile era Brian Wilson mix of the song we have.

Brian rejected this mix shortly after it was finished and continued work on the song, recording numerous "Part Two" sections (some of the "Part Two" sessions were held earlier in December/January), many of which are included in the GV box set?s "Heroes and Villains (sections)," and rerecording the "false Barnyard" tag on Feb 28. These were to be incorporated into a new mix with parts or perhaps all of the cantina mix. Press accounts in March indicate at least one approximately five minute mix was completed ("Beach Boys? new single ?Heroes and Villains? will probably last 5 minutes"), although it has yet to come to light. As late as June Mike Love played a tape of the song for a Disc magazine interviewer who noted "the tape ran for about 6 minutes."

Domenic Priore has maintained that Heroes and Villains was to be a 2 sided single consisting of Parts One and Two; there is little evidence for this, as the "Part Two" designation for sessions was not uncommon for Brian to use on songs recorded with the "sectional" method of this time, and which he continued to use on songs for Smiley Smile. The recent discovery that the tapebox with the instrumental and vocal tracking for the Heroes and Villains chorus eventually used for Smiley Smile was marked "Side Two" may be the first indication that Brian considered a Heroes and Villains 2 sided single. On the other hand, the "side two" marking may have been a simple transcription error for "part two." While the chorus instrumental tracking was likely recorded in February 1967, it is unknown when the vocals were done.

The Smile 2004 version of Heroes was the single version with "cantina" included and ending with the "Prelude to Fade."

While a complete catalog of Heroes and Villains sessions is beyond the scope of this compendium, a list of some of the instrumental sessions and vocal sessions matched with specific musical sections follows:

Instrumental sessions:

Oct. 20: 8 musicians at Western, verse tracking plus Barnyard.

Oct 27: 4 musicians at Western (Great Shape)

Nov/Dec: H & V Intro (chimes version) ? on comp tape that dates to this time period (see comp tapes below)

Dec 19: tracking (possibly including a rerecord of verse section)

Jan 3: a comp tape of work done on this date includes Do a Lot (piano/drums version found on H & V sessions boot)/Tag to Part One, three takes/Bridge to Indians (vocal ascending "aahh aahh . . . hmmm")/Pickup to 3rd verse (same as Bridge but without the hmmm ending)/Bag of Tricks instrumental, 2 takes (has same bassline as Smiley?s Fall Breaks, whistles similar to H & V Intro on GV box set)/All Day (see Dada)

Jan 5: tracking for "Part 2"

Jan 20: tracking for "experimental session ? not to be used"

Jan 27: cantina tracking

Feb. 15: 19 musicians, "Prelude to Fade" ? the "Country Western" theme with strings, clip clop percussion, and French horn ending. Also tracked was the tack piano version of the Heroes and Villains theme (Bicycle Rider from Worms in a different key).

Feb 27: tracking for "Part 2" ? possibly Heroes and Villains theme chorus instrumental tracking (used in Smiley version)

Feb. 28: Fade to Heroes and Villains ? a rerecord in twenty-five takes, with Carl providing live "doo doo" backing vocals.

March 1: 8 musicians for "Part 2 (Intro)"

March 2: 4 musicians for "Part 2 (insert)"

Vocal Sessions:

Dec 13: group vocals (possibly for Barnyard)

Dec 22: group vocals for "insert for H & V ? overdub" - "Swedish frog" or "swine" vocal session ? although Paul Williams recounts this as being recorded Dec. 24.

Dec 27: Brian only for "H &V (overdub)"

Dec 28: Brian only for "(insert) H & V (overdub)"

Jan 3: group vocals for "(insert) H & V (overdub)" (see comp tape note above)

Jan 20: group vocals (6 Beach Boys)

Jan 27: probably Mike lead on cantina tracking, mixes of Brian/Mike shared lead on verses

Jan 31: group

Feb 3: group

Feb 7: group ? cantina vocal tracking, "dum dum dum" section

Feb 10: Brian only

Feb 21: group (Brian plus 4)

Feb 24: Brian only

Feb 26: group (Brian plus 5)

Section titles and possible dates of recording:

Soul Made Beautiful (aahh . . . doot doo doo doo doo dooo ? doo ? doo ? on GV box set (sections) immediately preceding Bridge to Indians section), likely Nov/Dec

Hold On (dit dit dit . . . Heroes and Villains . . . with clip clop percussion) likely Dec/Jan

Part 2 revised version (How I Love My Girl), likely Dec/Jan

Surf?s Up (B.Wilson ? V.D.Parks)

Instrumental track recorded Nov 4, 1966 ? 1st Movement with 6 musicians at Western, brass overdubs Nov 7 with 5 musicians at Western, vocal session with the Beach Boys and piano/vocal track Dec 15, 1966 at Columbia, additional session Jan 23, 1967 with 8 musicians at Western.

"We wrote the song in one night ? stayed up until six in the morning," Brian recounted in 1966. "Van Dyke and I really kind of thought we?d done something special when we finished that one." The January session (Carl was among the musicians) was presumably for the 2nd Movement of the song but may have been a rerecord of the 1st movement - the tape is missing from the vaults. The "talking horns" piece known as George Fell Into His French Horn was also recorded on Nov 7, apparently before the overdub session: "Five minutes after producer meets players, the men are creating laughing effects and having conversations with their horns." For Smile 2004 Brian and Van Dyke added strings to the second movement and kept the Child tag.

Old Master Painter (H.Gillespie - B.Smith/J.Davis - C.Mitchell/B.Wilson)

Instrumental track recorded Nov 14, 1966 with 15 musicians at Goldstar (as My Only Sunshine). Vocal recorded Nov 30, 1966 with 5 Beach Boys (as My Only Sunshine).

Recorded as My Only Sunshine this track originally was in three sections: a short instrumental rendition of the standard Old Master Painter (recorded by Frank Sinatra, Richard Hayes and others), the You are my Sunshine chorus, and a Brian Wilson fade (slated as "Part Two") with "when skies are gray" and "how much I love" background vocals by Mike. When Brian recast Heroes and Villains in January he replaced the Barnyard ending with the Old Master Painter tag, wiping the "skies are gray" vocals. The Byron Preiss tape included Old Master Painter/My Only Sunshine followed by the original fade (but without the "skies are gray" backing vocal) which was mistakenly labeled "Barnyard," the Boys confusing it with the earlier true Barnyard Heroes and Villains fade. Linett propagated the mistake by labeling this piece Barnyard on his 1988 comp tape, and it has been labeled as such on countless bootlegs since, until an acetate of the true Barnyard surfaced, complete with animal sounds. The Sunshine fade appropriated for Heroes and Villains is now often referred to as "false Barnyard" because of its? history, and the version with the skies are gray backing vocals "Barnshine."

When "false Barnyard" was moved into the cantina mix as the fade, it left this song incomplete.

The Elements (B.Wilson)

Fire instrumental track recorded Nov 28, 1966 with 16 musicians at Goldstar, Water chant (unknown).

The engineer slates the Nov 28 session as "The Elements, Part One, Fire" so we know that Brian originally conceived Fire as the first element in this four part suite which was also to have sections representing air, earth and water. What Brian intended for the other three sections is unknown. The day after recording Fire Brian was back in the same studio with the same musicians recording I Wanna Be Around/Friday Night (see below), complete with sound effects of hammering, drilling, and woodcutting. Carol Kaye was present at both sessions and she recalls the Nov 29 session as a continuation of the Elements session of the day before, and reports Brian saying that the music represented "rebuilding after the fire" (perhaps signifying the earth element, or part two of Fire?). At one time Vegetables was part of The Elements and likely represented Earth, as the Smile booklet includes an illustration by Frank Holmes with the title: "My Vega-Tables" The Elements. So the Vegetables "cornucopia" version (see Vegetables below) may represent what the Vegetables earth section would have sounded like. By December Brian had broken off Vegetables as its own song, and probably even earlier than that, so the Nov 29 session could be a new earth section for the suite. Alternatively, it may have been part of I?m in Great Shape. In Smile 2004 IWBA/FN follows Great Shape. The Water Chant first saw release with the Sea of Tunes material and was dated to the Smile era by Carl and Al who in interviews mentioned they used a Smile chant in Sunflower?s Cool Cool Water as a bridge between the two sections of the song (with Moog and vocal overdubs). It is the clear candidate for the Water section. Brian described Air to Byron Preiss as "a piano piece, an instrumental, no vocals ? we never finished that" but nothing matching that description has yet been found in the Beach Boys tape library. Dada was identified as Water by Preiss but the piece described was actually the Water chant. A revised Dada Part Two (the second section on the GV box set version with the "hoo wa hoo wa" vocals) has come to light with flutes and piccolos making distinctly bird like sounds, and has led to speculation Dada was perhaps Air, not Water. A solo piano tryout of Dada entitled "All Day" appears on a Jan 3 Heroes and Villains comp reel, but at that time it was likely planned as a section of Heroes (see Dada below). Smile 2004's Elements suite was comprised of IIGS/IWBA/FN, Vegetables, Holiday, Wind Chimes, Intro to H & V, Fire (with Fall Breaks vocals over it), Water Chant (with spoken lyrics), and I Love to Say Dada with new lyrics about Blue Hawaii, waterfalls, and getting a drink. That would seem to put to rest any doubts that Dada was meant to represent water in The Elements.

Vega-Tables (B.Wilson ? V.D.Parks)

Instrumental track recorded April 5-7, 1967 and April 10-12, 1967 (Western). Vocals recorded with the Beach Boys March 3 at Columbia and April 4, 5, and 6 at Sound Recorders (April 6 listed as Vegetables (insert)), April 7 at Columbia, April 10 and 11 at Sound Recorders, and with Brian alone on April 13 and 14 at Sound Recorders. "Fade to Vegetables" tracking recorded April 12 with 11 musicians at Goldstar.

After 20 Heroes and Villains vocal and instrumental sessions in January, February and March, Brian abruptly halted work on the song, and announced that the next single was going to be Vegetables. A press account dated April 29, 1967: "Heroes and Villains has been held up due to technical difficulties. There is a new single in the wind, tentatively titled Vegetables." Derek Taylor wrote in the Record Mirror: "Heroes and Villains is not going to be a single . . . title of the new single Vegetables, a light and lyrical day to day green grocery song on which Al Jardine sings a most vigorous lead. The other side is Wonderful which I only heard improvised at the piano with the boys humming the theme for Paul (McCartney)." Whether Brian was unable to complete Heroes to his satisfaction, or whether he was using the single (the completed "March mix") as a ploy in the Beach Boys? lawsuit with Capitol for past royalties that was filed that same month (holding the single "hostage") is unknown.

Vegetables exemplifies the "humor with a message" approach Brian wanted for Smile: "I want to turn people on to vegetables, good natural food, organic food. Health is an important element in spiritual enlightenment. But I do not want to be pompous about it, so we will engage in a satirical approach."

Brian may have started recording Vegetables as early as November with the "cornucopia" version. This version with Brian on piano has different, distinctly Van Dykian lyrics ("tripped on a cornucopia/stripped the stalk green and I hope ya/like me the most of all/my favorite vegetable"), and although not dated is on a comp reel that appears to be from November /December. Also recorded in November were some Vegetables "arguments" with Hal Blaine (on Nov 16) and the Vegetables "chants" (on Nov 11) used on the track Vegetables promo on Hawthorne. Recording continued in March immediately after work on Heroes stopped ? the a capella Vegetables tag eventually used on the Smiley Smile version was recorded March 3, and a March comp reel includes the "cornucopia" track, a piano and group vocal Child is Father of the Man section, and the March 3 "I know that you?ll feel better" ending. Then Brian held 9 days worth of sessions in April to work on the Vegetables single, the most of any track after Heroes and Villains. Paul McCartney attended the session on April 10. The GV box set Linett mix represents mostly one day?s work on the song, April 12. So what was recorded during the other sessions? While some of the Vegetables tapes have not been located or not been catalogued, the recordings likely include a remake of Wonderful, the Fade to Vegetables, several versions of Do a Lot, and a short With Me Tonight section with identical bass and backing vocals to a section of Vegetables. What is clear is that Vegetables evolved from its fairly simple "cornucopia? form in November/December into another complex Smile multi part suite with numerous sections and fragments interweaved together. Vegetables was to be as innovative and groundbreaking a production as its single predecessor Good Vibrations.

How Brian planned to put all the pieces together in 1967 is unknown. The "Fade to Vegetables" may have replaced the "Do a Lot" fade which immediately precedes it on the Linett mix, as it seems improbable Brian would have put back to back fades in the song. Also, Brian Wilson mono mixes of various sections of the song that appeared on SOT included added echo and an overdubbed electric piano not on the GV box set version. Brian is on keyboards throughout. For Smile 2004 Brian used one Do a Lot chorus and ended the song on the a capella"I know that you'll feel better," dropping the "Fade" altogether.

Early Smile Outtakes

I Ran (B. Wilson).

Instrumental track recorded Aug 12, 1966 with 11 musicians at Western. Vocals recorded Oct 13, 1966 with 6 Beach Boys.

The vocal session tape is lost, so all we have is the instrumental track in an edited mix of take 20. Three edits were made to the master: in the chorus, 10 bars from pickup take 2, then 10 bars from pickup take 1, then the rest of the song from pickup take 2. The session sheet was logged as "Untitled Song #1," the tape box as "Look" but the song was renamed "I Ran (formerly Untitled Song #1)" for the vocal session. One of the many revelations of Smile 2004 is that this song is named Song for Children and has lyrics recalling Wonderful and Child is Father of the Man.

He Gives Speeches (B.Wilson ? V.D.Parks)

Recording date unknown, likely Sept 1, 1966.

The Parksian lyrics date it to the early Smile period. The tape box of the sessions was unmarked, but the song also appears on a comp reel titled "Nu(sic) songs as of 9/3" with Wonderful (version 1) which makes Sept 1 the most likely date for the recording, presumably after the Good Vibrations session that day. The title of the comp reel suggests this was part of a new song that was abandoned early in the Dumb Angel phase of the project. The song was recast in July 1967 as the first section of Smiley Smile?s She?s Goin? Bald.

Holidays (B.Wilson)

Recorded Sept 8, 1966 with 11 musicians at Western.

An instrumental track that seemed to be abandoned as Brian?s concept for the Smile album solidified, we now know that lyrics were written for the song. Tracking musicians included Brian, Carl, Dennis and Van Dyke! Take 7 was the master. The ending of the song has a melody line on vibes that later became the "whispering winds" choral ending of the Smiley Smile Wind Chimes. One of the greatest surprizes of Smile 2004 is that this song (now titled Holiday in the singular) has complete lyrics from Van Dyke about a pirate on a holiday in Hawaii. The chorus echoes the "Rock Rock Roll" of Worms. Brian put the "whispering winds" vocals over the vibes ending to transition this song into Wind Chimes in the Elements movement.

In the Midnight Hour (W. Pickett/S. Cropper)

Recording date unknown.

This title is found on an 8 track tape labeled "Holidays/In the Midnight Hour" in the Beach Boys vault.

George Fell Into His French Horn (B. Wilson)

Recorded Nov 7, 1966 with 5 musicians at Western.

See account of Surf?s Up overdub session above.

Jazz (B. Wilson?)

Recorded Nov 29, 1966 with 6 musicians at Goldstar.

This title is on the tapebox for the I Wanna Be Around/Friday Night session, preceding the actual session, and therefore may have been a warmup improvisation by the musicians or may have been something Brian specifically wanted recorded for purposes unknown. The track is 6 minutes long.

I Wanna Be Around/Friday Night (trad./B.Wilson)

Recorded Nov 29, 1966 with 6 musicians at Goldstar.

See The Elements entry above. Brian edited together take 1 of IWBA with take 11 of FN at the session and overdubbed the sound effects. While Carol Kaye considered this part of The Elements, the AFM session contract sheet lists the song as Friday Night (I?m in Great Shape), which raises the possibility that Brian had already taken Great Shape out of Heroes and Villains and recorded this piece as a fade or section of Great Shape to make it a complete song. That's how it appeared in Smile 2004 in the Elements movement, preceding Fire so it would not be about "rebuilding after the fire."

You?re Welcome (B.Wilson)

Recorded Dec 13, 1966 with "Brian plus 5" (at a Heroes and Villains vocal session).

This chant was not originally intended as a B side, although it ultimately was released as the flip of the Smiley Heroes and Villains single. When Brian was working on Heroes in February he told a music reporter "I?m doing the final mix on the A side tonight, but I can?t decide what to do on the other side."


Late Smile Outtakes

Wonderful 2

Recorded Jan 9, 1967 with 4 musicians (as Wonderful (insert)).

This version features a "jazzy" arrangement, an unfinished Carl lead vocal and presumably humorous "Rock with Me Henry" backing vocals. The "insert" is actually an overdub on to Brian?s piano track. Brian probably attempted the rerecord for a flip side for the Heroes and Villains single.

I Don?t Know (D. Wilson)

Track recorded Jan 12, 1967 with 7 musicians at Western.

This instrumental has not yet come to light but is interesting in that Bruce Johnston joins Carl and Dennis amongst the musicians.

Part One (B. Wilson)

Track recorded Jan 23, 1967 with 16 musicians at Western.

Recorded following a Surf?s Up session, this may have been a rerecord of Nov. 14?s Surf?s Up ? First Movement, or may have been for another multipart song like Heroes and Villains. The tape is missing from the archives.

Little Red Book (Bacharach-David)

Track recorded Feb 14, 1967 with 2 musicians.

This informal run through with Brian on piano and vocals and an unknown musician on bass is more faithful to the Manfred Mann original than the Love version that was a local L.A. hit at the time. Brian may have been considering the song as a B side to Heroes, as he mentioned to Tracy Thomas (reported in her Feb 18 column): "I may end up just recording me and a piano ? I tried it last night in the studio."


Tones/Tune X (C. Wilson)

Track recorded March 3, 1967 with 10 musicians at Sound Recorders. Additional sessions held March 15 with 3 musicians at Western, March 31 (as Tune X) with 8 musicians at Sound Recorders, and April 11 (as Tones Part 3) with 5 musicians at Western. Vocals recorded March 13 (5 vocalists) at Sound Recorders.

Carl and Dennis each produced a track with studio musicians during the Smile sessions. Whether this was a conscious effort to make the "late" Smile more of a group effort than a solo Brian project or if it was simply for them to test their own production mettle is unknown. The project number for the track sent to Capitol was 31-5526 ? Smile?s project number. The mysterious Tune X (Tones) session has been confirmed to be Carl?s Tones.

With Me Tonight 1 (B.Wilson)

Recording date unknown.

There are no documented sessions for With Me Tonight during the Smile period, yet three different versions of the song have surfaced. This piano and group vocal interpretation appears to be the first, probably recorded in February or March of 1967. The final take 12 is too long at three minutes to be a section of another song - it may have been under consideration for the B side of the Heroes and Villains single, and likely was recorded during those sessions.

With Me Tonight 2

Recording date unknown

This version has a fuller production style with piano, bass, and tambourine. Probably also recorded Feb-March 1967, it?s shorter length (about 1:35) may mean it was planned to be a section of another song, perhaps Heroes or Vegetables ? the only multipart songs Brian was working on at that time.

With Me Tonight 3

Recording date unknown, likely April 1967.

This brief version (take 13) has bass and backing vocals that are identical to a section of Vegetables, which would appear to date the piece to April 1967, although it appears on a Heroes and Villains comp reel from June. Again, it may have been intended to be a section in Vegetables or in Heroes and Villains. It was released on Hawthorne.

Wonderful 3

Recording date unknown, April 1967 likely

Brian returned again to this song during the Vegetables session for a B side to the new single. It was again left unfinished. On the Smiley Smile SOT Vol. 18 disc the piano instrumental track for the new version is laid down by Brian, take four being the final take. The break in the middle with Brian counting down again is presumably where an "insert" was to be placed. A tantalizingly brief look at some backing vocal overdubs can be heard on the SOT release as well.

Untitled Instrumental (B.Wilson).

Recording date unknown.

One of the strangest pieces to escape from the Smile vaults, this exotic instrumental sounds more like a Smiley home studio production but apparently is from the Smile era proper. It sounds Greek inspired and features organ, guitar and a Middle Eastern sounding stringed instrument, perhaps a bouzaki.

I Love to Say Dada (B.Wilson)

Recorded May 16, 1967 with 6 musicians, May 17 with 10 musicians, and May 18 with 9 musicians at Goldstar.

The GV box set version assembled by Mark Linett represents the results of the first day of the May recording sessions for this song. There is no tape evidence the song had anything to do with The Elements track, but the piano motif later appeared in Wild Honey?s Cool Cool Water. An early attempt at Cool Cool Water recorded two weeks after Dada on June 3 suggested that rather than being a rewrite the two could be separate but musically similar songs. The first appearance of Dada (the second part of the song) was played by Brian on tack piano and entitled "All Day" on a Heroes and Villains comp tape from Jan 3, so apparently the song had its initial conception during the prime time Smile period. "All Day" was likely planned as another section of Heroes, as the final two takes are only about 20 seconds long. Its brevity makes it less likely to be a section of The Elements (Air ? a "piano instrumental," or Water), or a new song that Brian wanted to put to tape and get back to later. The second day of May sessions produced a different "part two" section of the song with flutes making bird-like sounds, and included a brief snippet of a third part with organ that unfortunately breaks down immediately. With Smile 2004's Dada following the Water Chant and containing water related lyrics, it seems this controversy may finally be settled: Dada was indeed part of the Water section of The Elements. And Cool Cool Water was likely a rewrite after Dada was left unfinished.

A Note on Smile Source Material:

Besides the surviving session tapes of vocal and instrumental tracking of the songs, source material for Smile includes multiple compilation tapes of recordings assembled by Brian, as well as informal "party" reels with conversations in the studio with various Smile era friends and employees. While Brian did not complete final mixes on any of the Smile songs, the rough mixes and edits on these comp tapes are the best indication we have of what Brian had in mind for the songs. The only surviving tape sources of many recordings are these comp tapes. The Dec 18, 1966 comp tape later appeared on vinyl bootlegs and on the Vigotone 2 CD Smile boot. A Heroes and Villains comp tape was first booted on Heroes and Villains Sessions Parts 1 and 2. The contents of some of these tapes are noted below:

1. Dec 18, 1966 comp tape: (dates noted are when the tracks were mixed)

Prayer (10/4/66)

Wonderful (10/6/66)

Cabinessence (10/11/66)

Cabinessence (12/6/66)

Child is Father of the Man (10/12/66) ? 2 tracks

Do You Like Worms (10/18/66)

2. An unlabelled 8 track comp tape found during research for Hawthorne probably dates to Dec 1966 and includes:

Good Vibrations (partial mix)

Cabinessence ? several sections

Worms ? sections 1,2,4,5,6,7

Wonderful ? GV box set version instrumental tracking with backing vocals only (booted on Vigotone?s 2CD set and the Japanese CD T-2580)

Child is the Father, several sections

Vega-Tables "cornucopia" version

Heroes and Villains ? two verses, one with vocals, one without, H & V intro (chimes version), H & V "barbershop Part 1"

Barnyard ? two versions, one with animal sounds, one without


3. Jan 3, 1967 Heroes and Villains comp tape:

Do a Lot

Tag to Part One - three takes

Bridge to Indians

Pickup to 3rd Verse

Bag of Tricks - instrumental, 2 takes

All Day ? multiple takes (piano only version of Dada, Part 2)

4. A June 1967 Heroes and Villains comp tape from the Beach Boys tape library was leaked in the mid 90?s and has appeared on the bootlegs Heroes and Vibrations (Vigotone), Heroes and Villains Parts 1 and 2 Sessions (Surf), and Archaeology. It includes Do a Lot, Tag to Part One, Bridge to Indians and Pickup to 3rd verse from the Jan 3rd tape, but also includes How I Love My Girl and many of the "sections" that appeared on the GV box set, including the tack piano Bicycle Rider theme, the Smiley instrumental chorus, the "Swedish Frog" vocal section, the various "dit dit dit heroes and villains" sections, and the sunny down snuff, my children were raised, and vocal chorus sections from the Smiley version

5. Another source of mixes for the Smile material is the tape labeled "Fire Music" given to researchers working on the Byron Preiss book on the Beach Boys by a Beach Boys associate in 1978. This material appeared on early vinyl and CD Smile bootlegs.

The Preiss tape:

Do You Like Worms

Fire (no sound effects)

Fire (sound effects)

Can?t Wait Too Long (3 pieces)

Old Master Painter (instrumental)

Barnyard (actually "false Barnyard," see explanation above)

6.The first major release of Smile bootleg material came from the 1988 cassette assembled by Mark Linett for Capitol during the 1987-88 sessions for Brian Wilson?s first solo album. Capitol had announced the imminent release of Smile and Mark Linett compiled a tape of material for record company (and presumably Brian?s) review. Most of the tape?s tracks were edited and mixed by Linett. The Smile material that later appeared on the Good Vibrations box set released by Capitol in 1995 came mostly from this tape. The Linett tape first appeared on the Japanese Smile T-2580 bootleg in 1991, and the

Vigotone 2 CD Smile release in 1993 contained the best sounding version of the tape. Presumed Brian Wilson rough mono mixes and multitrack edits (with sections sometimes further edited together by Linett) are noted with an asterisk.

The Linett tape:

Heroes and Villains (alt. version)*

Heroes and Villains (sections)

Do You Dig Worms

Barnyard? (actually "false" Barnyard)*

Wind Chimes*

Fire Intro (actually Heroes and Villains intro)


George Fell . . .

Surf?s Up trax

Surf?s Up vox

Child is Father*

My Only Sunshine*

Love Too Say Da Da (sic)



Wonderful (backing vocals only)

Cabin Essence*

The Prayer


Well You Welcome (sic)*

She?s Goin? Bald (actually He Gives Speeches)

I Wanna Be Around*

Been Way Too Long

7. The Sea of Tunes (SOT) bootleg label released four CD?s of Smile sessions in 1998 copied directly from masters in the Beach Boys tape vault. This release included Brian rough mixes of sections of Vegetables and Heroes and Villains and a mono mix of Fire, along with stereo mixes made by the vault vandals from the multi track tapes.

8. "Party" Reels ? David Anderle said in 1966 that "Brian was obsessed with humor and the importance of humor. He was fascinated with the idea of getting humor into a disc." There were reports of Brian considering a separate "humor" album, along with a health food album and a sound effects record, but these never materialized (although some think the humor concept album became Smiley Smile). If these tapes are any indication, we can be thankful that Brian dropped the all humor album idea. There are three known tapes:

Smile Era Party ? released on the Vigotone 2 CD set, this 24 minute tape features Jules Siegel, Van Dyke, David Anderle, Michael Vosse, Diane Rovell, Brian and "Dawn" at Columbia studios, possibly on October 18 as part of the Worms backing track is played during the festivities. It starts with Jules trying to get the others to play the "lifeboat game" and soon you?ll be asking along with one of the participants, "Brian, what are we doing in here?" Nothing particularly amusing is committed to tape: "Michael, it?s getting boring."

Psychedelic Sounds ? recorded Nov 4, 1966, with Brian, Van Dyke, Danny Hutton, Michael Vosse, and "Bob," this party reel is minimally more amusing than the Smile Era Party. Brian does an extended comedy bit about his "falling into the piano" and has the other participants try to get him out by hitting certain keys on the piano. Then he falls into the microphone. The group does some chanting, a "rhythmic vegetable thing" with bongos, and the "where?s my beets and carrots" and "I?ve got a big bag of vegetables" used on the Vegetables promo on Hawthorne. They proceed on to an underwater "bottom of the ocean" chant and end with a groaning section not unlike the "Swedish frog" section recorded later for Heroes and Villains. The underwater chant is likely the genesis of the "Water chant" later performed by the Beach Boys.

Vegetables arguments ? recorded Nov 16, released on SOT. These arguments with Michael Vosse, Hal Blaine, and Brian may have been another attempt at recording for a humor project, or may have been intended to be part of the Vegetables track itself ? the arguments are similar to what Brian later used as the intro to the T.M. Song on 15 Big Ones. The most entertaining of the party reels, almost entirely due to Hal Blaine?s contributions.

9. Internet release: collectors have posted various Smile bits and pieces on the internet, either at websites, in myplay lockers, or via Napster or the post-Napster clones. These pieces have included the following, the first six of which were later included on the 5 CD Archaeology bootleg "Lost Recordings 1963-1968":

Vegetables demo ("cornucopia" version)

With Me Tonight 1 and 2

The complete EH demo of H & V

Child is Father to the Man ? Brian?s instrumental mono mix

Do a Lot (Mama Says) ? alternate version

Complete Surf?s Up piano demo with slate

Little Red Book

Bag of Tricks

Untitled instrumental