By Richie Unterberger

The studios and clubs of Hollywood get the most credit for igniting the folk-rock explosion of the 1960s, but not far south of Los Angeles, Orange County was also home to a wealth of budding singer-songwriter talent. Jackson Browne and, to a lesser extent, Tim Buckley would be the most famous graduates of the scene, which also nurtured numerous other performers who'd land recording deals, including Greg Copeland, Penny Nichols, and Mary McCaslin. Also in their ranks was Steve Noonan, whose self-titled 1968 Elektra LP featured compositions by himself, his friend Browne, and collaborations between Noonan and Copeland, as well as one between Noonan and Browne. Troubled by production problems and given little promotion, it became one of the rarest Elektra albums of its era. Even many Browne fans remain unaware of the record, despite the inclusion of some of the first officially released covers of Jackson Browne compositions, most of which have never appeared elsewhere.

    Noonan, Copeland, and Browne had all known each other for years by the time Steve began recording. All of them went to Sunny Hills High School in Fullerton, California, and all of them continued to hone their craft fifteen miles away at the Paradox folk club in Tustin. As both performer at the venue and an MC at the club's hootenanny nights, Noonan worked with the likes of Buckley, Nichols, McCaslin, the Nitty Gritty Dirt Band, Jennifer Warnes, Kathy Smith, and Jimmie Spheeris. Indeed, the Los Angeles magazine Cheetah singled out Noonan, Browne, and Buckley as three singer-songwriters from the region with bright prospects, dubbing them the "Orange County Three." Steve was among the first in the crowd to get a record contract, though it wouldn't be in Southern California, and it wouldn't be under ideal circumstances.

    Soon after moving to New York to work for Vista in 1966, Noonan was contacted by his manager, Billy James, who himself played a notable role in early folk-rock as a Columbia Records publicist for Bob Dylan and the Byrds. James also managed folk-rock artists such as Noonan, Browne, Nichols, Pamela Polland, and the Peanut Butter Conspiracy, and informed Steve that Elektra was interested in signing him.

    "From the very first time I signed the contracts, there was some deception going on," remembers Noonan. "Because in essence, Billy said, 'Call me before you sign anything, because I want to look over the contracts,' as a good manager would.  I talked to the [Elektra] lawyer and [Elektra producer] Paul [Rothchild], and said, 'Okay, good, I just gotta call Billy and put him in front of this stuff and we'll see what he thinks.'"

    To which they replied, Steve continues, "'Oh, don't worry about that. We talked to him earlier today. Everything's fine.' I went,  'Yeah, but uh, Billy's the guy who's gotta look this stuff over.' 'Oh, not to worry. We spoke to him, we gave him the rundown, he says everything's fine.' Not true, at all. Billy never saw the contracts, never spoke to them. The deception from Day One was pretty clear. And that's just music-biz stuff, except that what they wanted me to do was continue to have a relationship with them based on the very first deception, which was 'everything's fine,' and everything wasn't. 'Cause Billy looks at the contracts and says, 'This sucks, you're not getting this, you're not getting that.' It's something that sets the stage for later failures or problems in that if they're gonna lie the first day they sign you up, then what's their word worth anyway?"

    Before starting work on the album in New York, Noonan recorded ten songs for an ultra-collectable publishing demo for Nina Music, the publishing arm of Elektra. Only 100 copies were pressed of this two-LP set, the first three sides of which included 30 demos by a still-teenaged Jackson Browne, who was signed to Nina Music as a writer, though he was several years away from beginning his career as a recording artist. The fourth side had ten demos by Noonan, of "all the songs I'd written with Greg [Copeland] at the time, with one new one that I'd written," he says. "And from the demo, they decided to do an album of me with what was on the demo, and whatever I'd come up with afterwards. I don't know why they didn't decide to do an album with Jackson then. That was pretty silly. Elektra had him in hand, they could have done anything they wanted."

    As a side note, as to why the label didn't sign Browne at this point, Elektra founder and president Jac Holzman states, "We talked seriously about signing Jackson, and he didn't feel he was quite ready yet. Then by the time everybody was ready, Geffen had gotten into the picture, we had merged with Warner and Atlantic, and everything was kind of turned around as a result of that."

    Five of the eleven songs on Steve Noonan were collaborations between Noonan and Greg Copeland (who would eventually put out his own solo album in the early 1980s), in which Steve would put music to Greg's words. "We never sat in the same room, to write," Noonan notes. "He would get the words to me somehow, and I'd do the music. That procedure seemed pretty natural to me, and in the end it kinda sounded like one person wrote the songs. One of them, 'Back Alley Dream Street Song,' was sent to me while I was in New York. I read the lyric, picked up my guitar, and played the music  -- no real work. Something transpired off the page, and the notes just came, like being on a wavelength or something. It was pretty much done soon after it started, it was always that way. That one was ready before we started work on the album, so it ended up there. The first song I wrote by myself was 'All Your Flowers,' which is [also] on the album." Another of the Noonan-Copeland tunes on the LP, "Buy for Me the Rain," had already been a hit single for the Nitty Gritty Dirt Band, who also covered yet another of the Noonan-Copeland compositions from Steve Noonan, "Tide of Love," on their 1967 Ricochet album.

    Also on the Steve Noonan LP were four Jackson Browne songs, and one Noonan-Browne collaboration, "Trusting Is a Harder Thing," which the pair had written a couple of years previously. At the time of its release, Browne was not only several years away from releasing his first record, but had yet to even have many of his songs covered. Nico had done three on her debut full-length, Chelsea Girl, in late 1967; the Nitty Gritty Dirt Band did a few on their first pair of albums; the Hour Glass, with a pre-Allman Brothers Gregg Allman and Duane Allman, put "Cast Off All My Fears" on their first LP; and Tom Rush did "Shadow Dream Song" (which is also on Steve Noonan) on his 1968 LP The Circle Game. All four of the songs credited solely to Browne ("She's a Flying Thing," "Tumble Down," "Shadow Dream Song," and "The Painter") had been sung by the composer on the Nina Music publishing demo. But Noonan remains the only recording artist to have officially issued "She's a Flying Thing," "Tumble Down," "The Painter," and "Trusting Is a Harder Thing."

    Remarks Noonan, "'Trusting'" was just a poem when Jackson gave it to me -- no music. He wasn't going to add music to it, so I did it. Jackson had also stopped doing some good songs, about our friends, like 'Shadow Dream Song' (about Greg Copeland and Pamela Polland), 'The Painter' (about artist Steve Solberg), 'Tumble Down,' and 'She's a Flying Thing' (about our friend Pamela Polland -- I think). Maybe he felt he was moving on, writing better things -- and he was writing lots of stuff then -- but I thought he might be leaving some nice ideas behind, so I kind of adopted them. After a while, I thought I'd never hear him do them again. As it turns out, he put 'Shadow Dream Song' in a set recorded on a solo acoustic tour a few years ago; maybe my 'song adoptions' gave him some ideas after all. 'Shadow Dream Song' I taught to Tom Rush, along with 'These Days.' He kind of gets credit for being the first one to cover 'Shadow Dream Song,' which is possible, 'cause his album might have preceded mine coming out, but I was recording it at about the same time.

    "It would seem now that there are covers of [Browne's] tunes, but in the beginning, they were not being done by anyone. Nico was the first person to do his songs. I went to see Nico with Leonard Cohen, and we just sat there and watched Jackson play the electric guitar as an accompanist. This songwriter who would later eclipse everybody on that stage in terms of popularity, and yet he's playing backup guitar. It's kind of like hearing Jimi Hendrix as lead guitar for James Brown or something. Everybody starts somewhere, so Jackson's sitting there playing his electric guitar with Nico. But at any rate, Nico covered tunes [like] 'Fairest of the Seasons' -- not ones I was gonna do anyway. I chose those purposefully, 'cause I liked them, they weren't being done, and I could add something different."

    It's long mystified collectors as to why there are no production and session musician credits on the back cover of Steve Noonan, a gap the singer-songwriter can at long last fill. "Paul Rothchild produced the band sections where there's a whole group," he explains. "There was about three or four pieces of music that are just [me and] a bass player; that was [produced by] Peter Siegel, an engineer/producer." Rothchild was one of the hot producers in rock at the time, particularly for his work with the Doors; he'd also worked on early albums by fellow Elektra acts Love, Tim Buckley, the Paul Butterfield Blues Band, and Tom Rush. The Steve Noonan sessions, however, would not work out to the satisfaction of either producer or artist.

    "I said, 'I want to put together a band with people like Felix Pappalardi [session musician for Fred Neil, Ian & Sylvia, Tom Rush, and Tim Rose, producer for the Youngbloods and Cream, and later bassist for Mountain], Bruce Langhorne [session guitarist for Bob Dylan, Fred Neil, Tom Rush, Odetta, Richie Havens, Gordon Lightfoot, Richard & Mimi Fariña, and many others], Emil Richards [a percussionist with hundreds of instruments who had worked on an Elektra psychedelic album Noonan admired, The Zodiac: Cosmic Sounds], and other members, who were all very revered studio head players," elaborates Noonan. "Head players in that they didn't need to read, they were listening. They were adding to your words and music, and very good at that. They'd played with Bob Dylan, and all kind of folks. There was a vibes player, all kind of stuff. I was ready to get into some new and different things, like Tim Buckley was doing -- interesting variety." Noonan would have also liked to have contributions from Morton Subotnick, the electronic composer and synthesizer player whose first album, Silver Apples of the Moon, came out on Elektra's Nonesuch subsidiary in 1967. (Years later, remembering what Subotnick had done with his Moog, and Vinnie Bell had done with his own electronics, Steve formed his own band, and added a Moog.)

    Continues Noonan, "They said, 'Oh no no, that would cost too much money.' So they put together this wonder band of studio cats who were Tonight Show-type band players. In nowadays time frame, that's pretty killer, but in those days, they couldn't have gotten a job playing anything but jingle stuff. And that's the way they came off. The drummer was a guy who did a lot of studio work, could trim enough time off of a drum track to put it into a 60-second window instead of a 63-second window. That's all really good, and real skillful, but it doesn't say jack about the music he's gonna actually play. The end result is a rather sketchy 'what the heck is going on here,' in my mind. Interesting sounds, for sure, but they were not people who were thinking about how to EXPAND on my music. They didn't seem to know how.

    "I'm in the studio, I got the guitar, running down the tune, so we can rehearse it a couple more times and record it. And [the bandleader] goes, 'Okay guys, sheet times five!' Meaning, it's the same chords five times in a row  -- that's what the song is, not what would happen if we end up improvising and doing something new. Big problem, in that you have people who are not thinking about what's gonna happen this second, and how it's gonna mold within what I am doing. You got people who are going, 'It's sheet times five, so if you play it five times in a row, we're done.' It's kind of the studio musician who goes to the gig with a small TV so he can watch the game while he's playing.

    "No improvisation -- not even close. Once between takes, I went in to the control room to hear the playback, and I accidentally clicked on the button that plays what's going on back in the studio, instead of what's on the tape, and I hear this great jazz riff thing going on. Four-five guys just cooking. And I go, 'That's what I'm talkin' about, right there! They come alive when they're playing their own stuff, but when they're playing my stuff, they're playing 'sheet times five.' [I was told ] 'Oh, you don't want jazz.' 'Well, maybe yes, maybe no -- it sounds a lot more interesting than what we're doing. But what I DO WANT is individual, interesting, improvisational MUSIC, I want that spark they've got right now!' 'No, can't do that, too expensive.' I never heard the guys jamming like that again.

    "We were setting it up to fail. The guy who wrote the chart for 'Buy for Me the Rain,' Artie Ripp, was famous then for [writing the chart to the Jaynetts' classic 1963 girl-group hit] 'Sally Go Round the Roses.' Okay, so he knows how to write a really cool chart that'll work for a Motown-type song. But you know, Phil Spector did some neat stuff too, but do I want him on my album? I don't think so. So we're talking two different kinds of direction here, two different kinds of mentality.

    "The guy that you hear most in the group, in the background, is Vinnie Bell, he's like this madman inventor. He's made this funky, wild-ass electric guitar that reverberates, like an electric sitar or something. He's got a trunkload of pedals that make it do all kinds of things. He came up with the weird sounds that are all through the record, strange electronic things. He was not musically talented like, say, Jimi Hendrix, and yet he has the tools someone like Eddie Van Halen would one day use. So we've got these effects all over the album, and you say, 'Well, that's kind of interesting, I kind of like that idea. I don't know if I really like it there, but it's an interesting sound.' And between Artie Ripp, Vinnie Bell, and Paul Rothchild, we've got no individuality other than what Vinnie can come up with at the moment -- which is real limited idea-wise, and unlimited gadgetry-wise. And that's kind of problematic. You put your kid in front of a Moog, and you're gonna end up with some wild-ass stuff. But it may not match at all what you're trying to do musically."

    The differences came to a head when "Paul Rothchild walked out of the studio because of an argument we had about how to do something on the record. We had done this silly, stupid dub track of 'Buy for Me the Rain.' I said, 'I don't like this silly trumpet playing.' It was Herb Alpert-meets-the-Dirt Band -- Vinnie Bell [getting] weird little funky, strange wonderful silly sounds coming off of his stuff, and this trumpet. And I'm like, 'This is not the song. The other tunes had some of me in them, this has nothing. My guitar is buried.' He said, 'Just go in there and sing the fucking harmony.' And I said, 'You got it, buddy.' I went in and sang the harmony out of tune, so that it couldn't really be used. Rothchild slams his shit down and walks out. Six months went by with no record happening 'cause it was half-done, or two-thirds done. Then Peter Siegel and I went into the studio and said, 'Okay, what do we gotta do?' 'Let's get a bass player, let's put 'Buy for Me the Rain' and 'All Your Flowers' and a couple others into a format that we can finish this record. And it'll be a band on part of it, and you just with the bass player on part of it.'

    "I could have sworn we had asked for Bill Lee [filmmaker Spike Lee's pop] to come in and do bass. He couldn't make it, and in his place, a different guy comes; I'm thinking it was Ray Brown, I'm not sure. But he played such wonderful stuff. Halfway through [the song], he's playing along, playing harmonics, and I'm going, 'Yeah. This is what we wanted all along. Somebody who listens.' Had we had David Lindley, gee, heaven forbid, it would have been phenomenal. It would have been real people making music. And it may not have made a dime, but it would be a collector's item for a good reason now instead of another singer from the '60s who you've never heard of," he laughs. 'Cause truthfully, I've grown way more since. And to this day, those are the most fun things for me to listen to, the ones with just me and the bass player. 'Buy for Me the Rain' was so pretty, just sweet. ['Leaning Back and Laughing'] worked because the guitar is pretty clear. You get some background stuff that's interesting enough to make it work. The singing on my part was way too operatic, way too controlled. I later got much more loose.

    "But if they believed in the project to begin with, it might have been different. Paul [Rothchild] couldn't make it the way he wanted it, so he took his name off it. To which Billy [James] said, 'Why don't we just take Steve's name off too, and you guys can release it as untitled?'" Given how little promotion it received, it almost might have well been untitled (though the sleeve did at least have credits for songwriting, art direction, and photos, the one on the back cover being taken by Linda Eastman -- who would, not long afterward, become Linda McCartney). The album had cost only $14,000 to do, according to Noonan, and not much other money was spent on it after it was released. "There was a local record store in San Francisco that liked it and put it in a window. But I didn't see any promotion, and it was on the fifty-cent rack way too soon. A couple years, it was dead. It was gone. I don't recall any promotion whatsoever. I went on a little mini-tour soon after it came out, and nobody heard of it or knew about it." Noonan would not record for Elektra again.

    Moving back to California in mid-1968 just before the album's release, Noonan continued to play and write music, forming a band in Santa Cruz in the 1970s (with a Moog!) that played material from the album, and newer songs written by himself. The band opened for Bonnie Raitt and Emmylou Harris, and Noonan did a demo for Columbia, though the label didn't release anything by him or the band. Living in Los Angeles for the past twenty years, he's recording the songs he's written since the Steve Noonan LP at his home studio and planning to make an album of them. Looking back on the record he made for Elektra, he emphasizes, "I'm a lot harder on it because my expectations were not met, and that can be problematic. You had to have major strength and chutzpah and intention to get an album you really liked, and you had to know EXACTLY what you wanted. I was not as knowledgeable then as I could have been; I know more now. I am still grateful that it came out, I have just always felt it could have been better. My friends will say, 'You know, that was a pretty neat album, but boy, you're way better now than you were then.' I think they'll like my next album better -- I hope so." -- Richie Unterberger

                                                                                                        contents copyright Richie Unterberger , 2000-2010
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