A Re-View of the 1967 singer-songwriter classic ~ Eric Andersen's ‘Bout Changes ‘n Things, Take 2

Today it is common to look back on one artist whose album or song has had a profound impact on both our lives and musical history. The prolific music scholar and critic Greil Marcus wrote an entire book solely about one song: Like A Rolling Stone - Bob Dylan at the Crossroads; Colin Irwin and Billboard Books gave us an almost text book account of the making of one album, appropriately titled: Highway 61 Revisited. It is now my turn to weigh in on an album that may be less well known but is no less influential: Eric Andersen’s brilliant folk-rock masterpiece Bout Changes ‘n’ Things, Take 2. The one thing that these two albums and books have in common is an important live concert appearance that featured prominently in the creative arc of these iconic musical achievements. For Dylan it was his appearance in Newport in ’65 with a make-shift rock and blues band with electric guitars before the album Highway 61 had even been made; with Andersen it is his own historic concert at Town Hall in New York City on April 10th, 1966 that was the direct catalyst in the making of ‘Bout Changes ‘n’ Things, Take 2

At Andersen’s Town Hall debut concert there were reportedly 400 people turned away at the door. That’s a lot of people for a hall that already can hold upwards of 1500. The buzz for this event was fueled with the release earlier in the year of Andersen’s well-received second album ‘Bout Changes & Things, a seminal folk album ‘layered with meanings and poetics”[1] that also yielded his signature ballad Thirsty Boots which become a folk anthem sung in every backwoods campfire circle and a staple for a generation of folk artists. Suffice to say there is not a clinker in any of the 12 songs. Robert Shelton, the influential New York Times music critic wrote a review of the concert that offers an unwittingly perceptive window into Andersen’s music and how the events of that evening would play out in the Take 2 portion of the story.

“When Mr. Andersen arrived in New York two years ago with his guitar, harmonica, and songs he was a 20 year old gangling, ingenuous Woody Guthrie cum Bob Dylan searcher. Now he is a gangling, ingenuous professional with a polychrome singing style of his own, a performer of considerable magnetism and a song-writer of the first rank.”[2]

At some point, Andersen himself decided that he wanted to explore the idea of adding backing musicians for this concert. The latest album already had two songs with the New York studio session bassist Harvey Brooks so they added a young piano player named Paul Harris and drummer Bobby Gregg, known for his session work with Dylan on Bringing It All Back Home and later Highway 61 Revisited. From the get-go there was something special about the way the musicians connected. A quote from the liner notes of Take 2 written about a rehearsal for the concert states:

“There was a rapport that only musicians can have. Those of us who could only watch heard the songs take on new dimensions.”

Shelton zeroed in further when he wrote:

“The three excellent supporting musicians were more collaborators than accompanists. Mr. Harris, a 21-year old junior at Union College was especially impressive.” [3] From reading this review the concert was well received, quite different than Dylan’s Newport saga.

So taken by the energy from this performance, Eric made a pitch to Vanguard Records to simply re-record the album in its entirety. In a recent email interview with this writer, Andersen explains: “I think it came from the excitement experiencing the new treatments we did at Town Hall; to make a document. I didn’t have to do much convincing to Vanguard. They pretty much gave me artistic freedom and went with my ideas…” [4]

Because the original hadn’t yet been released overseas, Take 2 was “mainly intended for the British and European markets but Vanguard decided they could cash in so they released it in America too.” [5] 

There is far more to the politics of the release of Take 2. For far too long the official word of this story needs to be re-written by somebody and that someone is now me. It is not my goal to say one is ‘better’ than the other; the original was the first time these songs were presented to the world and that bears its own weight. However, it is equally important to know there are many who heard these songs for the first time in the Take 2 version, myself included. Where I draw the line is with those who go out of their way to either denigrate or dismiss Take 2. Let’s start with a quote from freelance writer Billy Altman who wrote the liner notes to Vanguard’s Violets of Dawn, a fine compilation of Andersen’s years with the label that included all of one song from Take 2 on it.:

“In a daring but unsuccessful move, Andersen decided to recreate all of the songs from his second album with new arrangements featuring keyboards, bass, and drums - …” [6]

Vanguard’s own site doesn’t even have Take 2 listed but they did finally get it on iTunes last year and here is a quote from their own review of ‘Bout Changes ‘n’ Things, Take 2.

“The folk-rock backing grafted onto the songs was mild and tentative, and did not fully develop the material as much as it could or should have.”

Who writes this stuff? These are people in positions to set the record straight and have totally missed everything. Ah, but the writer who wrote the liner notes for Take 2 “A.G" not only got it right but articulated what I always knew but couldn’t put into words:

“It wasn’t just the fuller sound of additional instruments, nor was it the folk rock sound that we were used to hearing when a singer-guitarist used electric back-up. What we heard was a sensitive exploration of Eric’s music that was an extension of the meaning of the songs.”

Let’s start with his voice and delivery. It is immediately more assured, fuller, even edgier, which befits a lot of the material like The Hustler and the more cryptic lyrics of Violets of Dawn. Still, Andersen himself admits:

“Well, when we started out we all had pretty high-pitched voices. So I guess the difference timbre-wise was like going from being a kid to an adolescent. But I still think my first album was my best and I had pretty good command over my voice then. It came from a lot of blues listening and gut instincts.”[7]

The one thing I know is this: From this point on in his career, Eric Andersen sounded like no one else in the world except himself, and that’s the best way I know how to say it.

The album opens with Close the Door Lightly, a sweet goodbye with the gratitude of love still intact.

Turn around, don't whisper out my name                                
For like a breeze, It would stir a dying flame
I’ll miss someone, if it eases you to know
But close the door lightly when you go 

Stand-up bassist Harvey Brooks and Andersen’s Gibson Hummingbird steel-string guitar share the same classic bass lines before the piano comfortably takes its place. Session drummer extraordinaire Herb Lovelle, who replaced Bobby Gregg for these recording sessions, uses brushes to blend seamlessly in the background. As soon as those first few bass notes have passed and the singer begins his narrative, we hear the guitar on the right and the piano on the left - each playing their own distinctive parts and answering each others phrases; the piano with melodic dancing figures and the guitar with it’s cross-picked riffs, each player stretching their own wings yet always working to further the message of the song.

The next track, one of Elvis Presley’s earliest hits That’s All Right Mama, comes off in mind-blowing full tilt rockabilly with Andersen’s menacing harmonica and Paul Harris unleashed on the piano. What Andersen says about Harris’ playing:

“Paul once told me that when he lived in Queens (NY) he would sit and practice his classical piano lessons, his eyes were on the music paper while his ears were glued to the pop radio station he had playing all the time. The combination clicked. Later he went on recording and touring with the Eagles. Paul was deep; a great musician in my book.”[8]

Andersen introduces the break in the middle as Harris takes over, pounding out two whole verses of Jerry Lee Lewis style piano that let’s us know this is a band with its own identity and not hired guns playing on a folk-poets album.

Blind Fiddler, a “traditionally folk-flavored”[9] ballad, offers a dramatic change with the simplicity of vocals and guitar. The haunting lyrics are sung behind a thick, biting guitar sound with fluid folk-blues riffs filling every crevice. It’s the perfect set-up for The Hustler, which is just pedal - to - the - metal from the first note. As Shelton wrote in his NY Times review:

“Still another aspect of his writing is in the up-tempo folk-rock or blues songs, strong on rhythm and drive. The Hustler is a distinctive blending of social criticism, anger, and ridicule in an infectious melodic matrix.”

Suffice to say: it rocks, hard. The drums and acoustic rhythm guitar set the pace with total abandon, bass and piano dancing on the sides. For the break the band takes an unusual turn by slowing down the tempo framing in Andersen’s melodic harmonica. Then, as if the band were a large truck just reaching the crest of a hill, they all changed gears at once, cascading down the mountainside taking every note with it in sheer exhilaration.

What has become Andersen’s signature song; Thirsty Boots is alive on delivery. Every note of the fingerpicked guitar is heard from beginning to end. This is the amazing part of the production of this album that a band, with all these moving parts, can allow every note of an acoustic guitar to be accounted for. Lovelle’s drums are especially sensitive to the narrative, maybe an inner knowing of how important this song was. His playing slowly allows the song to move along with subtle enhancements along the way. A full 2 verse’s in is where Paul Harris enters with a swirling organ part, probably a Hammond B-3 that fills the song beautifully. This, my friends, is the definitive version of this song save for the life the song itself has taken on these many years later in live concerts. People simply love to play it, and they love to play it with Andersen. The instrumentation builds in intensity while the strength of the resolve in the song does the rest:                                                            

For the voices drift up from below
As the walls are being scaled
All of this and more my friend
Your song shall not be failed 

Bout Changes ‘n’ Things, Take 2 was all recorded live save for two songs, one of which is the last song on Side A of the LP My Land is a Good Land. To capture a majestic quality befitting the songs message they overdubbed singing bells during the break, all landing in a perfect row - note for melodic note. It added a powerful component to this wonderful homage to America yet this verse could be about anywhere:

My land is my homeland
My homeland is a strong land too
It starts where the sun is born each morn
And it ends where the skies are blue

Pete Seeger recorded a splendid rendition on the ‘66 LP God Bless the Grass. On Andersen’s recording there’s also a slinking banjo in the background that adds a lot in the final production. Although the player was not named in the album credits it was very likely Bob Yellin of the Greenbriar Boys who were also on the Vanguard label. The camaraderie that appears self-evident throughout the record came shining through as every member of the band sang along on the last verse from wherever they were in the studio:

My land is a good land
Its grass is made of rainbow blades
Its fields and its rivers were blessed by God
It's a good land so they say
It's a good land so they say 

If ever there was a song made for this band to redo from the original it’s the raucous Hey Babe, Have You Been Cheatin’. It begins in quiet calculation with Andersen’s harmonica and guitar setting a modest pace before each instrument joins in succession - bass, drums, piano - so by the time they all hit the first verse they’re off and running at break neck speed. People may not understand how these subtle changes in timing are so effective. It’s also the mark of players who are listening to each other as they move together as one.

Cross Your Mind is a plaintiff song reflecting on a lost relationship yet as Andersen often does, he still manages to end on a positive theme:

Id be pleased to know that you still think about me
Id be pleased to count myself amongst your friends

It may very well be Herb Lovelle’s most distinctive contribution in the way he controls how the layers of the song are revealed. The cross-picked guitar clangs away as he uses his kick drum to stagger the beginning, giving the song, in producer’s terms, somewhere to go. There is no lead yet Paul Harris just dances away in total freedom as if he’s playing a lead break on the third verse yet it fits in perfectly as the song just rambles on. When recording this song for my CD of all Andersen songs titled Unbounded, drummer Jeff Berlin was given this song to listen to before he came up with his own distinctive parts. Vermont’s own keyboard virtuoso Chuck Eller was asked to honor Harris’ style before he too came up with his own take on it. It’s the mark of great musicians to find their own path within that source of inspiration.

Andersen then covers English balladeer Ewan MacColl’s Champion at Keeping Them Rolling with just the big guitar sound and his vocals that Shelton referred to as “ a vibrato-rich light baritone.”

What I have come to know as the zenith of the album is the profound I Shall Go Unbounded. Why? Maybe it’s what drew me to music when I was a teenager, the songs that are about love be they fulfilled or unrequited and the realization that they are often one and the same. Love, to me, is about honoring someone:     

So you do what you have to do
Right or wrong, weak or strong
And if you see me at the crossroads
Remember me before passing on
Yes I would only like to tell you
That is all and nothing more
But I shall go unbounded
Listening outside of your door. 

It’s delivered, slow and steady while possessing one of the most beautiful melodies of any on the album - that sweet descending to the minor section before the resolution at the end of each verse. It all leads to a poignant break in the middle that is initially led with Andersen’s deliberate harmonica yet is somehow taken over by Harvey Brooks’ eloquent bass line over a single note that Andersen plays for about 16-18 seconds. For all Americana bands that employ an up-right bass player, I say get a pair of headphones and just listen to Harvey Brooks’ parts throughout this album; you’ll thank me someday. Harvey Brooks, also known as Harvey Goldstein, played on a plethora of recording sessions including electric bass on Dylan’s Highway 61 Revisited.

Violets of Dawn was the first song on the original ‘Bout Changes & Things LP, a testament to the importance of the song to Andersen. Still, it’s amazing how it fits so well as the second to last song on this set. As per the original it features the second acoustic guitar part of Debbie Green (Andersen) with the drums again providing a tasteful intro and build on the first verse. As the second verse begins Paul Harris adds a provocative counterpoint to slowly propel the cryptic imagery that prompted Shelton to write:  [Andersen was] “deepening our popular music with layers of meaning and poetics, and stretching our concepts of a free view of what contemporary folk composition can be.” [10]

Like shadows bursting into mist
behind the echoes of this nonsense song
It's just a chasin’ whisperin' trail of secret steps,
oh see them laughin' on
Yes, there's magic in the sleepiness of waking to a childish sounding yawn
Come watch the no colors fade blazin’ into
petal sprays of Violets of Dawn

The song has no breaks but it does have ‘numerous conclusions.’ I say this as it was told to me by the one who first shared the album with me during the winter of 1967 at a ski lodge in Vermont. Then, I was just learning folk music at the Guitar Workshop in Roslyn, New York and had never heard of Eric Andersen or the another album he happened to have had with him that day: Another Side of Bob Dylan.

‘Bout Changes ‘n’ Things, Take 2 could not end with a more positive song - the vastly unknown The Girl I Love.

When my love she walks down the street
People stop and stare, people stop and stare
She often starts laughin’ out from the curls of her long hair 
If she had a word to tell me, how much she cares
How much she cares
The only words she’d ever say is I’ll be there, I’ll be there

It’s a gloriously happy song mirroring the triumph of both the love the singer is in, and, quite possibly, the album itself. The band is in full upbeat form with Harris pounding out the ivories and an overdubbed organ part that dances and swirls around the edges. It does feature one prominent addition, Lance Wakely “who was and is a fine blues guitar player” Andersen offers. He plays one of those stinging acoustic guitar leads one hears on so many of the new crossover Americana bluegrass bands of today with those licks that stop us in our tracks. The last line of the song double clutches (you’ll have to hear it to know what I mean) and ends with the words:

Will she love me when the dawn breaks?
When the shadows fly
And the shadows flee,
‘Till I am free 


Andersen poses with a Gibson J-200 on the covers of both versions yet actually uses a Gibson Hummingbird that he got after trading the J-200 to a friend. The Gibson is partially responsible for the ‘big sound’ along with analogue tape machines and the venerable Neumann U87 microphones that were commonly used in the studios of the 60’s. The album was recorded in two or three days at Regent Sound, an uptown Manhattan New York studio that came with a young producer named Bill Szymczyk. As Vanguard virtually gave Andersen full artistic freedom, it was he and Szymczyk who share in the production duties. Bill Szymczyk, who modestly called himself “a professional listener", became legendary for being the first engineer at the famous Hit Factory in NY City and for producing many artists down the road including the Eagles. He produced B.B. King’s famous signature song The Thrill is Gone that also featured Paul Harris on the piano. Apparently, Szymczyk recorded Eric Clapton on three other Andersen songs around the same time but they never made it onto this or any other Vanguard Records releases and Andersen’s safety copies were lost in the fire at Levon Helm’s studio in upstate New York. Additionally, the mixes for Take 2 were “too rock and roll” for Vanguard’s tastes so they had a staff engineer remix the 4 track masters without telling anyone. I’d say they did a pretty good job. Let’s face it: Vanguard was and still is a fabulous label even if they never quite knew what they had with this one; at least they did at the time and that’s all that matters.

I would say running into Szymczyk was only part of the magic that surrounds this record. It was the players themselves that relied on their own instincts that made it so special. As Andersen shares:

“I always believed it was wise to let musicians be free to do what they do best - create and play. My old friend Rick Danko had always believed ‘rehearsal is a negative attitude.’ I prefer going in with a raw freshness when I record.”[11]

Bob Dylan is mentioned a number of times in this story, which is no accident as he and Andersen were contemporaries during a special time in the evolution of music and songwriting. It is only fitting that Dylan is “releasing a 7" vinyl single of Thirsty Boots from a forthcoming Dylan album that will come out on Record Store Day, April 21st.”[12] It was recorded on March 4th, 1970 at Columbia Studio A in New Your City[13] during the making of Self Portrait. It features David Bromberg on acoustic guitar and Al Kooper on piano. I haven’t heard it but I’ve been told that Dylan sings “with heart and very true to the spirit and lyrics” as well as adding “a lot of soulful harmonica too.”[14]

 So where does one find this record? If I’d written this story only a year ago I’d tell you to look for a copy in a used record store. Seriously. The only version of it on CD is long out of print, released in Italy on Comet Records in 2000[15] and available only as an import. It was creatively packaged in a cardboard-like material almost identical to a real LP jacket. A few years ago I found a sealed copy for 12 whole dollars at In the Moment Records in Brattleboro Vermont. Ah, that sweet smell of vinyl and cardboard when I took the shrink-wrap off …what a find. However, last year Vanguard uploaded a bunch of albums including Take 2 and its follow-up More Hits From Tin Can Alley to iTunes and a host of other digital delivery sites like Amazon etc. The Vanguard web site itself has no direct links to Take 2 but the last one I gave gets you to Andersen’s iTunes area.

I am not writing this to make any bold assessments of Eric Andersen’s long music career; I’ll leave that to other writers both before me and down the road. When I hear Seth Avett on You Tube play a Jim Croce song, it’s further evidence of the cross-pollination that pervades all aspects of acoustic music now. I only know this one record stands up today - if not better - than the day it was made. Go and find out for yourself. Thanks for reading.

Spencer Lewis - Bethel, Vermont
March 22, 2013 

©2013 by Spencer Lewis

[1] Robert Shelton, NY Times, April 11, 1966
[2] Robert Shelton, NY Times, April 11, 1966
[3] Robert Shelton, NY Times, April 11, 1966
[4] Eric Andersen, Interview, March 5, 2013
[5] Eric Andersen, Interview, March 5, 2013
[6] Violets of Dawn, Vanguard Records, 1999, catalog # 79539-2
[7] Eric Andersen, Interview, March 5, 2013
[8] Eric Andersen, Interview, March 5, 2013
[9] Robert Shelton, NY Times, April 11, 1966
[10] Robert Shelton, NY Times, April 11, 1966
[11] Eric Andersen, Interview, March 5, 2013
[12] Eric Andersen, Interview, March 5, 2013
[13] Bob Dylan: The Recording Sessions (1960-1994), Clinton Heylin
[14] Eric Andersen, Interview, March 5, 2013
[15] 'Bout Changes 'N Things, Take 2 Vanguard, Comet

Records (2)   VMD 79236, VMD-79236    Italy    2000

Views: 1164

Comment by Terry Roland on March 24, 2013 at 9:38pm

Excellent Spencer!  Good job following an important era of Eric's legacy and tracing his influence.  Can't wait to hear Dylan doing "Thirsty Boots."  

Comment by Spencer Lewis on March 25, 2013 at 5:13am

Thanks Terry. Just  followin' in yer footsteps -tryin' to get it right.


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Created by No Depression Feb 17, 2009 at 9:06pm. Last updated by No Depression Sep 24, 2012.