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Commentary by David Prokopy, November 1996

     Early 1967, I had planned to make an album entitled SMILE.  I was

     working with a guy named Van Dyke Parks, who was collaborating with

     me on some of the tunes, and in the process, we came up with a song

     called "Surf's Up," and I performed that with just a piano on a

     documentary show made on rock music.  The song "Surf's Up" that I

     sang on that documentary never came out on an album, and it was

     supposed to come out on the SMILE album, and that and a couple of

     other songs were junked... because... I don't know why... for some

     reason didn't want to put them on the album.  And the group nearly

     broke up, actually broke up for good after that.

     -Brian Wilson, 1968

        Welcome to the wonderful, mysterious, and often frustrating world of Brian 

Wilson and the Beach Boys' SMILE!  In the nearly three decades since work on this 

fascinating piece of music was abandoned in a sea of speculation, much has been 

written and hypothesized about what "might have been" in the world of Sixties 

popular music.  I hope these tapes, and the notes I've put together, can shed some 

light on the subject and allow you to appreciate what many consider to be one of 

the greatest pieces of contemporary American music.

        In writing these notes, aside from interjecting my own opinions and 

observations, I've relied heavily on the works of David Leaf (in his 1985 

biography of the Beach Boys, the liner notes to the 1990 Capitol compact disc 

reissues, and the booklet to the 1993 GOOD VIBRATIONS box set), Byron Preiss (his 

1979 biography of the band), and especially Dominic Priore's excellent collection 

of writings and contemporary press accounts, LOOK! LISTEN! VIBRATE! SMILE! (1988, 

revised 1995).  Additionally, I've relied on information volunteered by studio 

engineer Mark Linett, who has worked with Brian and the Beach Boys on several 

occasions, in addition to overseeing the remastered Beach Boys catalog on Capitol 

Records, as well as the GOOD VIBRATIONS box set.

        Let's begin by clearing up one issue.  SMILE, as it exists today on tape 

(both in the Capitol vaults and in the hands of collectors, including this tape 

set), is incomplete.  When Brian Wilson abandoned the project in the spring of 

1967, he left many pieces unfinished.  Some were returned to later, either by 

Brian himself or the other Beach Boys (without Brian's involvement).  But until 

very recently (the release of the SMILEY SMILE/WILD HONEY bonus track version of 

"Heroes and Villians" to be exact), no true SMILE track has ever been released 

exactly as Brian had intended it to sound.  In the immediate years following the 

collapse of SMILE, much talk (usually spurred by other Beach Boys in the press) 

persisted that Brian fully intended to return to and complete SMILE.  In short, it 

never happened.

        Historically, SMILE traces its roots back to the waning days of the 1966 PET 

SOUNDS album.  Despite the relative lack of commercial success for that album, 

many critics heralded Brian's bold, serious approach to production and eagerly 

awaited his next effort.  Brian was full of ideas for a follow-up.  At various 

points, he talked of recording an album filled with water noises, a fitness album, 

and an album full of humor.  Finally, he began working on an album that would 

incorporate all of these ideas and more.  Brian promised that the album, which he 

tentatively titled DUMB ANGEL, would be "better than PET SOUNDS.  It will be as 

much an improvement over Sounds as that was over SUMMER DAYS."

        Brian's initial concern, however, was the single he'd begun recording during 

the PET SOUNDS sessions, "Good Vibrations."  Brian spent the better part of the 

spring and summer of 1966 working on "Good Vibrations," bringing in the group to 

record vocals in between dates on their almost never-ending schedule of tours.  

After "Good Vibrations" was finally completed (it was released in October 1966 and 

became an instant million-seller--the Beach Boys' biggest selling single up to 

that point, and their final number one single for over twenty years), Brian turned 

his full attention to his new project, now titled SMILE.  (Brian: "[DUMB ANGEL] 

was just a passing title.  SMILE was more cheery, so we used the more cheery 

title.")  With newfound friend Van Dyke Parks supplying lyrics, Brian began what 

might have been his masterpiece.

        Sessions for the album (excluding "Good Vibrations," which Brian initially 

did not see as part of the album) spanned an entire year--May 1966 to May 1967.  

In December 1966, Brian delivered a handwritten note to Capitol records listing 

the songs he intended to include on the final album:

Do You Like Worms               Wonderful

Wind Chimes                       I'm In Great Shape

Heroes and Villians [sic]       Child Is Father Of The Man

Surf's Up                          The Elements

Good Vibrations                   Vega-Tables [sic]

Cabin Essence [sic]              The Old Master Painter

        This list appeared on the back of the original album cover (400,000 copies of 

which were printed, along with a 12-page full color booklet containing band photos 

by Guy Webster and cartoon illustrations, depicting some of the song lyrics, by 

Frank Holmes).  The disclaimer, "See label for correct playing order," indicated 

that Brian was still tinkering with the final running order for the album.  By all 

accounts, he never finished.  Thus, it's pure speculation as to how the final 

record would have been sequenced.  For these tapes, I've based my selection mainly 

on a sequence proposed by Priore in his book (with slight modification).

        In fact, there is still raging controversy as to exactly how "finished" SMILE 

was when Brian scrapped the project.  Priore contends that Brian was essentially 

finished, and all that was left for Brian to do was to assemble the final master 

tape.  Session records and surviving tapes tend to refute this notion.  From all 

accounts, the album was nearly finished.  Significant work has been done (and, in 

many cases, completed) for every track Brian had listed in his memo to Capitol.  

The problem was that no one (especially Brian) seemed to know where to stop.

        Also on this set, I've collected various outtakes (if such a word can be used 

for an album that itself was never released), alternate and instrumental versions 

from the SMILE sessions, as well as tapes of the original studio sessions 

themselves, which offer a fascinating and unique glimpse into Brian's creativity.  

The "album" itself appears on the first side of the first tape, with the 

"outtakes" filling out the remainder.  The material on these tapes was taken from 

a variety of sources: bootlegs, official album releases (SMILEY SMILE, the album 

eventually released in SMILE's place in September 1967; 20/20, from 1969; and 

SURF'S UP from 1971), compact disc bonus tracks, the GOOD VIBRATIONS box set, and 

even tracks that, as of now, have never been widely circulated (legally or 

otherwise).  Accordingly, sound quality varies from track to track (and sometimes 

within a track itself!), but the beauty and complexity of the music is 


        So let us begin ...

[Tape 1, Side A:]

[SMILE - Side A]

"Prayer" (B.Wilson)

recorded: 4 October 1966

source: GOOD VIBRATIONS box [mono]

        Essentially, this is the only "track" on the album that we know, with any 

degree of certainty, where Brian intended to place it.  Listening to the tape from 

the session (which appears on side B of this tape), it's obvious Brian intended 

this song to be the opening track on the album.  Additionally, it appears that he 

didn't consider it an actual "track" on the album, thus explaining why it wasn't 

included on the list of album tracks he delivered to Capitol in December.  The 

original track for this song was pulled from the Capitol Records vaults on 17 

November 1968, when three of the Beach Boys (Carl and Dennis, and probably Bruce 

Johnston, but not Brian) overdubbed additional vocals in preparation for its 

release (as "Our Prayer") on 20/20.

        Brian once referred to SMILE as a "teenage symphony to God."  Beach Boy 

historian Peter Reum from the FRIENDS/20/20 CD liner notes: "Brian intended for 

'Our Prayer' to be the opening track, a spiritual invocation, for SMILE."

"Heroes And Villians" (B.Wilson/V.D.Parks)

recorded: 11 May 1966 - 2 March 1967

source: GOOD VIBRATIONS box [mono]

        Brian spent more time on this particular track than any other SMILE track, 

probably because it was to be the follow-up single to "Good Vibrations."  

(Although, as it was reported in the press, its release was frequently postponed--

much like the album itself.)  Like "Good Vibrations," Brian recorded literally 

dozens of fragments for "Heroes And Villians, Part I," and "Part 2," which was to 

be the B-side of the single.  The version of the song included here is an edit I 

made of the SMILEY SMILE/WILD HONEY bonus track version (which was mixed and 

edited 10 February 1967, and was most certainly "Part 1") and the actual single 

version.  (I took the "Heroes and villains, just see what you've done" chorus and 

the "Stand or fall" verse from the released version.) 

        It is unclear how much of this track was re-recorded for the eventual single 

version. It's obvious that most of Brian's lead vocal and the group's backing 

vocals during the verses were remade (listen to the generally "crisper" sound 

here, as well as the totally different backing vocal arrangement during the first 

two verses).  Apparently, the acapella break after the "Stand or fall" verse was 

also re-recorded for SMILEY SMILE.  Aside from that, despite reports to the 

contrary, it appears that the remainder of the eventual "Heroes And Villains" 

single (in essence, the entirety of the instrumental track, as well as the vocals 

from "My children were raised..." onward) was recorded originally during the SMILE 


"Barnyard" (B.Wilson(/V.D.Parks?))

recorded: date unknown

source: bootleg [mono]

        For many years, it was assumed that "Barnyard" referred to the final section 

in the version of "Heroes And Villians" we just heard.  However, with the release 

of the Vigotone SMILE bootleg (which includes many never-before heard SMILE 

pieces) in 1993, we have what is almost without a doubt the actual "Barnyard" 

segment, complete with the Beach Boys adding various barnyard animal noises (not 

unlike the effect Brian used for the song "Country Feelin'" on the For The 

Children benefit album in 1989).

        Jules Siegel (who was with Brian during several SMILE sessions), writing in 

an October 1967 article in Cheetah magazine (that is, after SMILEY SMILE was 

released) quotes several lyrics from the SMILE album, including the couplet above.  

Brad Elliott, who wrote a piece reprinted in the Priore book titled "The Facts 

About SMILE" (which is my prime source for recording session data here) mentions 

that a section of "Heroes And Villians" commonly referred to as the "Barnyard" 

section was recorded 27 October 1966, featuring a saxophone and harpist.  This 

could be either the section presented here, or the aforementioned final section to 

the bonus track "Heroes And Villains."  Or it could be both.  There is the 

possibility both segments were recorded the same day, and simply represent two 

different interpretations by Brian of the same theme (they are musically fairly 

similar).  Either way, it's plausible that Brian intended to record more vocals 

for either section, using the lyrics above.  (Priore suggests, in his attempt to 

further the notion that SMILE was finished, that Brian eventually decided to leave 

this as an instrumental, similar to how he scrapped lyrics for PET SOUNDS' "Let's 

Go Away For Awhile," and would do for FRIENDS' "Passing By".  More likely, Brian 

simply never got around to recording the vocals before the album folded.)

        The source for this track, as heard on this tape set, is apparently 

originally from an acetate (a cheap "demonstration" record) produced during the 

SMILE sessions themselves.

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

recorded: 18 October & 21 December 1966

source: GOOD VIBRATIONS box [mono]

        SMILE was to be, among other things, a musical journey though the landscape 

of America.  "Do You Like Worms" exemplifies this concept perfectly.  Priore 

explains how the song follows the course of the Europeans across the American 

continent, from Plymouth Rock on westward, encountering "American Indians," and 

continuing westward to Hawaii (and beyond).

        The track opens with a percussive/piano-based main theme, followed by Brian's 

double-tracked lead vocal.  This is followed by the "Bicycle Rider" theme, which 

is a piano interpretation of the "Heroes And Villians" chorus theme, along with an 

Native American-style chant from the band.  On the box set, this theme also 

appears as the opening section to the extended "Heroes And Villains," complete 

with lyrics for this section.  I've taken the liberty of editing that version 

(with the lyrics) into "Worms," since I have the feeling that was how the song was 

originally intended (especially given the theme of the song).  The song returns to 

the main theme, now augmented with another chant (note the speed variations--Mark 

Linett claims this was a mastering error that went unfixed during production of 

the box set), and again to Brian's lead, then back to "Bicycle Rider" (sans 

chants).  After this, we move further west, with a quaint Hawaiian chant from 

Brian, with the rest of the band providing backing.  Finally, a return to "Bicycle 

Rider," which after winding down like a music box, starts up again and repeats ad 

infinitum, implying that the White Man's expansion is never-ending.

        Brian cut the instrumental track for this song, along with his lead vocals, 

on 18 October 1966.  The group added their vocal contributions in December.

"The Old Master Painter" (H.Gillespie/B.Smith; J.Davis)

recorded: 14 & 30 November 1966

source: bootleg [mono]

        Actually, this track is a medley of "The Old Master Painter" and "You Are My 

Sunshine."  After a brief instrumental snippet of "Painter," Dennis is featured on 

"Sunshine."  A TeenSet article from 1966 relates how Brian came up with the idea 

of performing "Sunshine" in a mournful key and changing the lyrics to the past 

tense.  The instrumental track was cut on 14 November, with Dennis' contribution 

added on the 30th.

        This particular version appears to have been taken from the 1988 "Linett" 

tape.  That year, in anticipation of a proposed official SMILE box set release, 

Mark Linett went into the studio to catalog and produce rough mixes of many SMILE 

songs, apparently to give to Brian and the rest of the band for approval of 

material.  A cassette of that tape was evidently stolen, and formed the basis of 

many of the surprisingly clear-sounding tracks that subsequently appeared on many 

bootlegs.  (Linett would later use some of those exact mixes for the GOOD 


"Wonderful" (B.Wilson/V.D.Parks)

recorded: 25 August, 6 October, 15 December 1966

source: GOOD VIBRATIONS box [mono]

        Priore proposes that this song is very sexual in nature.  It's not difficult 

to see why--think of "wonderful" as "female sexuality."  Religious overtones play 

strongly in this song, as well.  Not exactly a morality play, but at the same time 

celebrating the innocence of a young girl experiencing the onset of puberty ("when 

God reached softly and moved her body") and the loss of her virginity ("a boy 

bumped into her Wonderful").

        Brian sings lead here, with the rest of the group providing backing.  Note 

the slight lyrical changes, and the absence of the "Hey, Baba Ruba" section, from 

the SMILEY SMILE version.  Session records indicate that  Brian did produce an 

"insert" piece for "Wonderful" on January 9, 1967 (or, at least, scheduled a 

session on that date for that purpose).  Is this the missing piece?  Who knows?  

(More discussion of this in connection with "Vega-Tables" later on.)  By the way, 

if Brian didn't intend to put an additional insert piece into "Wonderful," then 

"Wonderful" would hold the distinction as being the only SMILE song (save for 

"Prayer" and perhaps "Mrs. O'Leary's Cow") that didn't have any edits in the 

finished track!

        The mix of this song that appears here (from the GOOD VIBRATIONS box set) and 

on several SMILE bootlegs was one of the many that Mark Linett created in 1988.

"Child Is Father Of The Man" (B.Wilson(/V.D.Parks?))

recorded: 7 & 12 October, 2 & 6 December 1966

source: bootleg [stereo]

        This song is conceivably the "masculine" flip-side to "Wonderful," which is 

why Priore places it here.  This track is best known for being the basis for the 

startling coda to the released version of "Surf's Up."  (More discussion on that 

point later.)  This track is almost totally instrumental, save for the intricate 

group vocals during the chorus.  Brian recorded the instrumental track and the 

first set of group vocals in October 1966, and added more group vocals in 

December.  For this particular version, I've synchronized two bootleg versions in 

order to present the chorus vocals in true stereo (since each bootleg version has 

slightly different vocal overdubs).

        Incidentally, listen for the striking resemblance (particularly in the use of 

the muted horn) between this track and Dennis' FRIENDS cut, "Little Bird," 

recorded just two years later.

"Cabin Essence" (B.Wilson/V.D.Parks)

recorded: 3 & 11 October, 6 & 27 December 1966

additional recording: 20 November 1968

source: 20/20 [stereo]

        This song continues the "Americana" theme of the album.  As Brian explained 

at the time, "This song was about railroads... and I wondered what the perspective 

was of the spike.  Those Chinese laborers working on the railroads, like they'd be 

hitting the thing, but looking away, too... and noticing, say, a crow flying 

overhead.  The Oriental mind going off on a different track."  Brian recreates the 

sound of the rails amazingly (especially when you realize he uses no prerecorded 

sound effects), with the persistent cello line and the atonal metallic clanking.  

Additionally, listen for that staple of 1966 pop music, the "fuzz" bass, during 

the end.  Brian also uses a banjo to mimic the sound of another popular mid-

sixties instrument, the sitar.

        Despite the fact that this song wasn't completely finished until it was 

revived by the rest of the Beach Boys (or, at least, Carl and Dennis) in 1968 for 

release on 20/20, it appears that they at least did a fairly decent job at 

preserving Brian's original vision for the track.  Test mixes done in 1966 (which 

appear in the "outtakes" portion of this collection) tend to confirm this.  (More 

detail about the recording history of this song will be discussed in connection 

with these test mixes later.)

[SMILE - Side B]

"Good Vibrations" (B.Wilson/M.Love)

recorded: 18 February - 1 September 1966

source: ENDLESS SUMMER DCC gold CD [mono]

        Brian originally did not intend for "Good Vibrations" to be part of the SMILE 

album.  And although the production styles are similar, it's not difficult to see 

why.  Placed in the context of SMILE, "Good Vibrations" sticks out like a sore 

thumb.  But faced with a possible financial disaster on their hands with the avant 

garde nature of the album (especially after the relative commercial disappointment 

of PET SOUNDS), Capitol Records insisted that the million-selling hit be included 

on the album as a selling point.  (Capitol even went so far as to plaster "Good 

Vibrations!" all over the proposed album cover. After all, reasoned the company, 

who wouldn't buy the album that had "Good Vibrations" on it?  After the general 

failure of SMILEY SMILE, it became obvious that a lot of people wouldn't!)  Not 

wanting a tiff with his record company to jeopardize the chances of his project 

ever seeing the light of day, Brian eventually relented.

        A historical note: In a contemporary interview, Dennis claimed that he played 

the organ on the "gotta keep those lovin' good..." section. Of course, in the same 

interview, he also implied that the rest of the group regularly played most of the 

instruments on their records, which indicates his level of credibility!

        For this collection, I've used the version of "Good Vibrations" that appears 

on the DCC gold CD version of the ENDLESS SUMMER greatest hits package, which 

lasts several seconds longer than any other commercially available pressing of the 


"Look" (B.Wilson)

recorded: date unknown

source: bootleg [mono]

        One of the most talked-about aspects of SMILE was a suite Brian was working 

on entitled "The Elements."  Broken up into four distinct songs (for "earth," 

"wind," "fire," and "water"), this was possibly the most ambitious part of the 

whole SMILE project.  For years, it was assumed that these four songs (all 

presumably lyric-less, if not instrumentals) were to be grouped together.  

However, following Priore's suggestion in his recent update, I believe perhaps the 

songs might have been spread out over the album, interspersed with similar songs 

(either thematically or musically) on side B of the album.  (Of course, Brian 

never got to the sequencing stage, so once again this type of speculation is 

entirely academic and a matter of personal preference.)

        The other problem with "The Elements" is that two of the four cuts intended 

for the suite remain a mystery, and a continued source of contention among SMILE 

enthusiasts.  Two of the cuts--"Love To Say Da Da" and "Mrs. O'Leary's Cow"--are 

very obviously the "water" and "fire" cuts, respectively.  However, very little is 

known about the "earth" and "wind" cuts, so the two tracks chosen for this 

collection (and by Priore) are again speculative, and used more for convenience 

and "feel" more than because of any hard evidence linking these tracks with "The 


        One of the revelations in Priore's recently updated book has been the 

correcting of several titles associated with bootlegged tracks over the years.  

One of the more significant screw-ups was a mix-up involving two instrumental 

tracks.  The first, heard here, is a track called "Look" (according to the 

original tape box--Elliot's research shows no session log with that title; hence, 

unfortunately, no date can be tied to this track).  For years, this song was 

presented on bootlegs under a different title ("Holidays," which as we will see is 

actually the title to yet another SMILE instrumental).  Again, its placement here 

as the "earth" segment of "The Elements" is almost entirely out of convenience 

("Look" being one of the remaining SMILE cuts that apparently isn't "tied" to any 

other song).  Note, however, the reoccurrence of a musical theme from "Good 

Vibrations," played by the xylophone and piano during this cut.

"Vega-Tables" (B.Wilson/V.D.Parks)

recorded: 4, 6-7 & 10-14 April 1967

source: GOOD VIBRATIONS box [mono]

        There has been debate over whether "Vega-Tables" and "Wind Chimes" were 

really the respective "earth" and "wind" elements.  Both of them are listed as 

separate tracks on the original album cover.  (Priore speculates that this is 

because they both had potential as singles.  In truth, "Vega-Tables" was in fact 

mentioned several times in the press as the possible first single from SMILE, 

apparently due to the frequent delays with "Heroes And Villians."  Priore's book 

features a recently-uncovered photo of Brian in front of a fruit stand that was 

apparently shot for the cover of the "Vega-Tables" single!)  In 1978, Brian 

discussed the "air" segment: "Yeah, there was a cut--a piano piece, an 

instrumental, no vocals.  We never finished that."  (More on this point later.)  

However, there is one piece of evidence indicating that at least "Vega-Tables" was 

an "Elements" piece--for the illustration for "Vega-Tables" in the original SMILE 

booklet, the caption reads, "'My Vega-Tables' The Elements".  (The italics appear 

in the booklet.)  Again, by placing known and suspected "Elements" tracks with 

songs from the original list of twelve that Brian submitted to Capitol, we 

eliminate the conflict (somewhat).

        Then there's the Paul McCartney story.  In the SMILEY SMILE/WILD HONEY CD 

liner notes, David Leaf relates the tale of how McCartney visited the studio and 

lent a mouth for the chomping effects on this song.  But Leaf seems to indicate 

that Paul participated on the SMILEY SMILE take. But evidence (press reports from 

the time about Paul's visit to Los Angeles, and Elliott's research) indicates that 

he visited Brian and the group on 10 April.  (Reportedly, he was carrying an 

acetate copy of the recently-completed "A Day In The Life," from the then-

unreleased Sgt. Pepper's Lonely Hearts Club Band, which he played for the Beach 

Boys.  Also, according to Elliott, Paul and the Beach Boys apparently recorded an 

impromptu version of "On Top Of Old Smoky" late in the evening after the "Vega-

Tables" session.)

        And just who exactly is singing the lead vocal on this track?  In the 

aforementioned CD notes, Leaf credits Al Jardine with the lead on the SMILEY SMILE 

take, which is clearly a group vocal throughout.  Listening to this version, it 

appears as though Brian and Al split the lead duties.

        Two additional notes: First, notice that the "I know that you'll feel 

better..." section was later used for the end of the SMILEY SMILE version.  

Second, listen as the track fades out.  Fading in is a piece that sounds 

remarkably like the "Hey, Baba Ruba" section from the SMILEY SMILE version of 

"Wonderful"!  This was most likely just a case of the producers of the GOOD 

VIBRATIONS box set simply throwing in an extra snippet they found in the vaults.  

No indication is given as to when this short piece was recorded, what it's called, 

or even if it's truly part of "Vega-Tables."  Could this be the missing 

"Wonderful" insert from January 1967?

"Holidays" (B.Wilson)

recorded: 8 September 1966

source: bootleg [mono]

        Another track that was thought to be what it was actually not.  Priore 

recently revealed that the track commonly known as "Tones" was, in fact, called 

"Holidays" (and, of course, the track originally thought to be "Holidays" is, in 

fact, "Look").  There is stronger indication (although, again, no documented 

evidence) that this track was meant to be the "air" piece.  It obviously sounds 

"airy."  Additionally, note that the music for the second segment (perhaps the 

unfinished "piano piece" Brian made mention of?) was later recycled as the 

"whispering winds" section of the SMILEY SMILE version of "Wind Chimes."

        Priore indicates that perhaps one of the sessions logged as "Tones" in March 

and April of 1967 was in fact the finishing sessions for "Holidays."  It seems 

unlikely that Brian would wait that long to finish a song he had started over six 

months before (and subsequently left untouched).

        On some of the earliest SMILE bootlegs, someone apparently snuck in Miles 

Davis' recording of Gil Evan's "Here Comes de Honeydew Man" and attempted to pass 

it off as "Holidays."  However, the track presented here is most definitely a 

SMILE original.

"Wind Chimes" (B.Wilson)

recorded: 3 August, 5 & 10 October 1966

source: GOOD VIBRATIONS box [mono]

        This track is very different from what was eventually released on SMILEY 

SMILE.  The song has three major sections.  The first is a delicate theme, with 

Brian (possibly double-tracked with Carl?) singing lead.  Second is a full-blown 

section, with horns and a group vocal.  (Linett reports that Brian's original mix 

of the song had this segment repeated once more.)

        Finally, a quieter multitracked piano section--note that Brian later recycled 

the musical theme of this section for the 1967/68 outtake "Can't Wait Too 

Long/Been Way Too Long."  (Despite inclusion on various early SMILE bootlegs, 

"Can't Wait Too Long/Been Way Too Long." is actually a track from the WILD HONEY 

and FRIENDS period.  It can be heard as a bonus track on the SMILEY SMILE/WILD 

HONEY disc, as well as on the box set.)  Notably absent from this version is the 

"whispering winds" section that later appeared on SMILEY SMILE.

        Mark Linett notes that this is one of the few genuinely "finished" SMILE 

tracks.  Again, this mix (as used on the box set) was done in 1988.

"Mrs. O'Leary's Cow" (B.Wilson)

recorded: 28 November 1966

source: bootleg

        Possibly the most infamous SMILE track, much legend surrounds the "fire" 

segment of "The Elements."  The most famous tale of this track is that, after 

recording it, Brian learned of a rash of fires that broke out in the Los Angeles 

area near the recording studio where he was working.  (I've never seen evidence 

that there was indeed an increase in fires in the area.)  Brian took this as a 

sign that his music was somehow giving off "bad vibes," and the fable continues 

that he destroyed all the existing copies of the recording.  "I don't have to do a 

big scary fire like that," he is reported to have commented.  "I can do a candle 

and it's still fire.  That would have been a really bad vibration to let out on 

the world, that Chicago fire [apparently referring to the title of the song, which 

is named after the legendary cow that supposedly started the Great Chicago Fire 

around the turn of the century].  The next one is going to be a candle."  

Regardless, he obviously did not destroy the tapes (the true story is that Brian 

simply locked the tapes in a vault), or we wouldn't be listening to the song right 


        The song is broken up into two sections.  First is an organ and bass driven 

piece, on top of which are added just about every type of whistle one could 

imagine.  Interestingly enough, this piece is included on the box set under the 

title "Heroes And Villains [intro]," recorded 1 March 1967.  (Mark Linett says 

this is how the tape box was labeled--however, on his 1988 "rough mix" tape of 

SMILE material, Linett lists the piece, curiously, as "Fire Intro."  Linett's 1988 

combination of the two pieces from that cassette is heard here.)

        The second section of the song is a heavy, percussive-based piece, with 

swirling strings that give it a very eerie feel.  (Leaf notes that the swirling 

vocal tag on the "Walk On By" bonus track on the FRIENDS/20/20 CD is similar to 

"Mrs. O'Leary's Cow.")

        David Leaf notes in his write-up of the SMILEY SMILE song "Fall Breaks And 

Back To Winter (W.Woodpecker Symphony)," "The bass line for 'Fall Breaks' is 

similar to the bass line from the SMILE piece 'Fire.' The basic track for 'Fire' 

has never been released on record, but it can be found on the home video, 'The 

Beach Boys: An American Band.'"  The segment Leaf is referring to is a short 

promotional movie Brian shot for the song (along with the album, he planned on 

making short films for most, if not all, of the songs) which features both 

sections of the song.  During the first section, Brian is seen in the studio, 

conducting the musicians.  (Brian had ordered dozens of toy fireman hats for the 

musicians to wear, and also had a bucket of burning wood brought into the studio 

to add ambiance.  Note also, during this segment, Mike Love's "smoking" gesture 

and roll of the eyes, perhaps a reference to his displeasure with Brian's 

apparently "drugged out" music.)  As that section winds down, Brian drifts  off 

and dreams, as the second section begins, that he and the band are firemen who are 

called to fight a blaze.  The song and film end with the Beach Boys driving away 

on a fire engine.

        In actuality, it's the group vocals in "Fall Breaks" that resemble the bass 

pattern of "Mrs. O'Leary's Cow."  If anything, the bass and organ from "Fall 

Breaks" sound suspiciously like the "Heroes and Villians (Intro)"/"Fire Intro" 


        Although longer versions of this track appear on bootleg (as can be heard 

later on this tape set), I've chosen the 1988 Linett version for the "album" 

segment for its sonic clarity.

"I'm In Great Shape" (B.Wilson)

recorded: 17 October & 29 November 1966

source: bootleg [mono]

        "Rebuilding after the fire," as Brian apparently explained this song at the 


        For several years, one of the great mysteries of SMILE was a selection listed 

on the back cover as "I'm In Great Shape."  Elliot's research showed that vocals 

for this track were recorded on 17 October 1966, with an instrumental track added 

in November.  However, no track that had surfaced had ever seemed to fit.  For a 

brief period, it was assumed that the song was actually the "Eat a lot, sleep a 

lot..." segments of "Vega-Tables."  However, very recently, it has been 

established that "I'm In Great Shape" is actually a track that has recently 

surfaced on bootlegs under the title, "Woodshop Song."

        Elliot mentions that "I'm In Great Shape" was also known under the title 

"Friday Night."  Mark Linett recently revealed that the tape box for the track 

listed on the Vigotone bootleg as "The Woodshop Song" was, in fact, labeled 

"Friday Night."  (Linett also mentions that the opening music for this track is in 

fact an old standard called "I Want To Be Around.")

        As further proof that, indeed, the final missing SMILE piece has at last been 

unveiled, Elliot's research shows that the 29 November instrumental track was 

logged in at 1:38 long.  "The Woodshop Song," as it appears on the Vigotone 

bootleg, clocks in at 1:36.  The "vocal" session in October may in fact have been 

the group recording the sound effects loop heard during the second half of this 

track.  (Those hammering and sawing sounds were later used during the fade-out of 

"Do It Again" on the 20/20 album.)  Finally, recently-unearthed session records 

show that the "Friday Night (I'm In Great Shape)" track recorded 29 November 

listed some of the session musicians as playing a "drill" and a "board drop."  

Session bassist Carol Kaye reportedly told a fan that she remembers the session 

for "I'm In Great Shape" as featuring "workshop sound effects."  This, of course, 

raises another question--if the session musicians were adding the sound effects, 

what exactly was the October vocal session for?

"Love To Say Da-Da" (B.Wilson)

recorded: 16-18 May 1967

source: GOOD VIBRATIONS box [mono]

        For many years, it was assumed that "Cool, Cool Water" (or at least, a 

section of it) from SUNFLOWER was the "water" section of "The Elements." However, 

with the release of the GOOD VIBRATIONS box set, the mystery is finally solved.  

"Love To Say Da-Da" was the last track recorded before Brian abandoned SMILE.  In 

fact, studio records show that Brian had booked another session for this track, 

but it was canceled.  (Priore suggests that this last session was, in fact, to 

assemble the final master tape.  Given the enormous amount of work remaining on 

many key SMILE tracks, this seems highly unlikely.)  The next time Brian entered a 

recording studio, it was to work on SMILEY SMILE.

        "Cool, Cool Water," however, was begun during the WILD HONEY sessions (29 

October 1967, to be exact).  The track, as it stood at that point, can be heard on 

various bootlegs, as well as (abbreviated, but in stereo) on the box set.  Later, 

during the SUNFLOWER sessions, the WILD HONEY track was pulled off the shelf for 

further overdubbing, as well as recording of totally new sections.  (It's been 

speculated that the "rumbling" middle section of "Cool, Cool Water," with its 

eerie, directionless group vocals, is actually a SMILE-era recording.)

        Brian does some interesting vocal work here.  Presumably, his voice was 

slowed down, giving it a deeper sound (much like the "masculine" voice he used 

during the mid-70's).

"Surf's Up" (B.Wilson/V.D.Parks)

recorded: 8 November & 15 December 1966

additional recording: 1971

source: SURF'S UP [stereo]

        Probably Park's finest hour as the lyricist for this project.  His sense of 

word play ("hand-in-hand, some ..." vs. "handsome," his play on "... hall, a 

costly ..." and "holocaust," and the double meaning of "canvas the town," in the 

context of a theatrical setting--the original phrase, according to Parks' 

handwritten lyrics, was "Paint up the town") is magnificent.  It's been speculated 

that Brian chose to work with Parks in an attempt to capture some of the subtle 

lyrical wit of John Lennon or Bob Dylan.

        Although arguably the most beautiful track on the album, evidence shows that 

possibly none of the released version was actually intended for the SMILE album.  

Let's trace the history of the song:

        On 7 November 1966, Brian and five horn players entered the studio to work on 

the horn arrangements for "Surf's Up."  The resulting session produced a tape 

commonly known as "George Fell Into His French Horn" which featured Brian and the 

horn players half-experimenting and half-joking with their instruments.  (A 

section of this tape appears later in this collection.)  The following day, he 

returned to the studio with a full cast of studio musicians, to record what was 

logged as the "1st movement" of "Surf's Up."  (Again, a tape of this session can 

be heard later.)  The instrumental track for the first section of the released 

version is taken from this session.

        On 15 December, Brian and the rest of the Beach Boys held a vocal session for 

the song, presumably using the 8 November track.  However, this was never used 

(Jules Siegel reports that the session had "gone very badly"--this may be the 

session Brian refers to when he mentioned that the group "almost broke up" in 

connection with "Surf's Up").  The lead vocal for the released version (as sung by 

Carl) was recorded in 1971.  Also on 15 December, late in the evening, Brian 

recorded a solo demo version of the entire song, playing piano and double-tracking 

his lead vocal.  The performance was for the benefit of the film cameras 

documenting the performance for an upcoming CBS television special, "Inside Pop" 

(hosted by Leonard Bernstein).  However, this performance wasn't used for the 

show.  But, the recording itself was used--for the second section of the released 

track.  Again, more vocals (the "child is father of the man" coda) and instruments 

(bass) were added to this section in 1971.

        A few days after the 15 December solo session, in his home, Brian performed 

the song again for the cameras.  This was the performance seen on the "Inside Pop" 

documentary, and it is also available on the "American Band" home video.  (Both 

solo performances can be heard, in their entirety, on the second tape in this 


        However, that's not the end of the story.  On 23 January 1967, Brian 

scheduled two more sessions for "Surf's Up" (one for each section of the song), 

now featuring strings in the arrangement.  Neither of these sessions has seen the 

light of day--possibly because Brian canceled the sessions before anything was 

recorded.  (However, Priore's book contains several photos apparently taken at 

this January 1967 "Surf's Up" session.)  Regardless, it's apparent that Brian was 

unhappy with the 1966 model(s) and had at least thought of re-recording the entire 

track in the new year.

        It has also been recently revealed by Jack Rieley--who served as the Beach 

Boys' manager and frequent collaborator in the early Seventies, and who attended 

the 1971 "Surf's Up" session--that Brian not only attended the 1971 session, but 

essencially arranged the overdub sessions.  Rieley also claims that Brian had 

intended the "Child is father of the man" coda to be part of "Surf's Up" (although 

it was Rieley himself who penned the oft-quoted final couplet).  Of course, this 

all contradicts the story "Brian" tells in his autobiography, where he claims that 

"Surf's Up" was included despite his protests.

        For this set I've included a slightly different version of "Surf's Up" than 

is readily available today--for example, the GOOD VIBRATIONS box set.  On most 

versions of the song, mysterious stray talking can be heard near the end of the 

track, just before the "child is father of the man" coda.  On the version included 

here (taken from the European CD version of the Ten Years of Harmony collection), 

that talking--the origins of which are still a complete mystery--is noticeably 


        One final note: Listen closely to the horn arrangement for this song.  The 

first trumpet line quotes the "Woody Woodpecker" theme, a melody Brian would again 

steal for the SMILEY SMILE cut, "Fall Breaks And Back To Winter (W. Woodpecker 


[Tape 1, Side B:]

SMILE outtakes

        For the "outtakes" section of this tape set, I've collected most of the 

various "working" versions, instrumental tracks, and songs presumably never even 

intended for the final album.  I've arranged them (mostly) in chronological order 

so that one can get a "feel" for how the sessions progressed.

"Good Vibrations" [sections] (B.Wilson/M.Love)

recorded: 18 February - 1 September 1966

source: GOOD VIBRATIONS box, bootlegs [mono]

        As is often noted, Brian spent much time and money on the "Good Vibrations" 

single.  He spent countless studio hours tinkering and experimenting with every 

section, as is evident from this collection of bits and pieces.  I took these 

pieces from a variety of sources; as such, it was impossible to track down where 

each individual piece comes from.  However, the SMILEY SMILE/WILD HONEY liner 

notes indicate that the first section heard here is indeed from the actual first 

session for the song, during the PET SOUNDS sessions.  So it is safe to assume 

that these sections span the entire six months' worth of sessions Brian dedicated 

to this one song.

        An additional note: The alternate vocal version of the chorus section 

(featuring Brian's enthusiastic, "Good vibrations, yeah!") is taken from the 

version of the song that appeared on the 1984 Rarities album.

"Good Vibrations" [early take] (B.Wilson/T.Asher)

recorded: date unknown

source: SMILEY SMILE/WILD HONEY CD bonus track [mono]

        It's not exactly clear from when this early vocal attempt by Brian dates.  

However, based on comments volunteered by Tony Asher, it's apparent that this is 

the original "Good, Good, Good Vibrations" track that was original scheduled for 

(and subsequently dropped from) PET SOUNDS, with Asher's original lyrics.

"Good Vibrations" [instrumental] (B.Wilson)

source: GOOD VIBRATIONS box [mono]

        Finally, we have this instrumental mix of the final single version, created 

especially for the GOOD VIBRATIONS box set.

"Wonderful" [instrumental] (B.Wilson)

recorded: 25 August 1966

source: bootleg [mono]

        "Wonderful" was one of the first songs begun for SMILE (after "Good 

Vibrations" and "Heroes And Villians").  Here we have the original instrumental 

track, featuring Brian on harpsichord, along with a bass, a french horn, and 

ukelele.  Note that this track is presented at the same speed and pitch as the 

final overdubbed version (as heard on side A of this tape), yet Brian's count-in 

sounds noticeably slowed-down, indicating that perhaps Brian recorded the 

instrumental at a faster speed (and higher pitch) and slowed it down when the 

vocals were added.

"Holidays" [session] (B.Wilson)

recorded: 8 September 1966

source: bootleg [mono]

        Brian was very fond of recording all of his sessions--not just the music, but 

also the between-take chatter.  As such, the Capitol tape vaults are filled with 

reels of session tapes, with Brian's detailed instructions to the session 

musicians (and, when present, the other Beach Boys).  Throughout the remainder of 

this tape set, we will hear literally dozens of such tapes.

        So here we have session tape for the track that, until recently, was commonly 

known as "Tones" (or, alternately, as "Tune X").  It's interesting to note the 

apparent presence of both Van Dyke Parks (on piano) and Dennis Wilson (on 

percussion) at this session.  (Brian refers to both by name).

"Prayer" [sessions] (B.Wilson)

recorded: 4 October 1966

source: bootleg [mono]

        This tape of the recording session again reveals Brian's original intention 

for this track.  Someone (apparently Mike) comments, "This could be considered a 

track [for the album]."  To which Brian replies, "Not really, though.  We don't 

wanna do that.  This is a little intro, you know, to the album."  Drugs are 

obviously present on the scene, as well.  ("Denny, do you have any hash joints 

left?  I know you do."  "You guys feeling the acid yet?")  Note also Brian's 

comment at the very beginning: "We've gotta get to 'Wind Chimes.'"  Elliot shows 

group vocals for "Wind Chimes" were in fact recorded the following day, so 

apparently they didn't get to it this day!

        (Note: An alternate mix of this track exists on many bootlegs, featuring a 

few seconds of laughter at the very end.  Judging by the presence of vocal parts 

exclusive to the 20/20 version, it's clear that this version (including the 

laughter) is from the 1968 overdub session, and not the original SMILE sessions.)

"Wonderful" [alternate version] (B.Wilson)

recorded: 25 August & 6 October 1966

source: bootleg [mono]

        This is how the track stood originally in October 1966, with Brian 

multitracking his own backing vocals as a guide for the other Beach Boys to 

replace in December.

"Cabin Essence" [instrumental] (B.Wilson/V.D.Parks)

"Cabin Essence" [early version #1] (B.Wilson/V.D.Parks)

recorded: 3 & 11 October 1966

source: GOOD VIBRATIONS box [stereo]; bootleg [mono]

        Work on "Cabin Essence" began on 3 October, when Brian cut an instrumental 

track called (according to session records) "Home On The Range."  A week later, on 

the 11th, Brian recorded the remainder of the instrumental track (under the title 

"Cabin Essence") and the group laid down vocals for the "Who ran the iron horse?" 

and "Over and over" sections of the song.  At the time, a test mix/edit was 

prepared for the completed work up to that point.  That mix can be heard here.  

Additionally, I've included the instrumental mix from the box set here, since at 

this point in the sessions, the entire instrumental track had been completed.

[untitled] ("She's Goin' Bald") (B.Wilson/V.D.Parks)

recorded: date unknown

source: bootleg [mono]

        This early version of what eventually became "She's Goin' Bald" on SMILEY 

SMILE was recently uncovered and presented on the Vigotone SMILE bootleg.  Elliott 

makes no mention of the original SMILE-era version of "She's Goin' Bald," 

presumably because (during the SMILE sessions) it went under a different title.  

Leaf mentions in the SMILEY SMILE notes that an early version of "She's Going 

Bald" "had a completely different lyrics about a speechmaking businessman," 

obviously referring to this version.  (My guess is that the lyrics above are 

Parks' original words, and that the ones on the SMILEY SMILE version were 

augmented by Mike Love.  "She's Goin' Bald," on SMILEY SMILE, is credited to 


        It's possible that this track could be one of the dozens of titles that have 

surfaced in connection to this period.  Judging from the rather abrupt ending of 

the track, it sounds as if it were possibly meant as a section of another song.  

(Priore suggests placing it immediately before "Wonderful"--perhaps implying that 

it's the missing January 1967 edit piece.)  But, given the fact that most of the 

songs from this period were recorded in sections, that certainly doesn't narrow 

down the possibilities.  Other than these bits on information, nothing else about 

this track is known.

        It has been speculated that this track is "I Ran" (as in "I ran [for a 

political office]"), a presumably-unreleased track recorded 12 August 1966 (with 

vocals added 13 October) that is mentioned in Elliot's article on the SMILE 

sessions.  When asked about this, Mark Linett could neither confirm or deny, based 

on the lack of solid and reliable session information (since what was generally 

written on the actual tape boxes rarely coincided with what was logged on the 

studio session records.)

"Do You Like Worms" [alternate mix #1] (B.Wilson(/V.D.Parks?))

recorded: 18 October 1966

source: bootleg [mono]

        An early "in progress" mix, probably from a contemporary (1966) acetate.  

Note Brian's alternate vocal on the "Hawaiian" chant near the end, which he would 

later re-record.


recorded: date unknown

source: bootleg [mono]

        This tape, literally, speaks for itself.  Apparently recorded as some sort of 

"public service announcement," this recording recently surfaced on the Vigotone 

Leggo My Ego CD bootleg of PET SOUNDS outtakes (although, as David Leaf mentions 

in his liner notes to the SMILEY SMILE/WILD HONEY CD, it dates from 1967).  The 

tape would almost be funny, if it weren't such a glaring indication of Brian's 

mental state at the time.

[Tape 2, Side A:]

"George Fell Into His French Horn"

recorded: 7 November 1966

source: bootleg [mono]

        An experimental piece Brian recorded the day before the first "Surf's Up" 

session, using the five horn players he'd hired for that session.  (The session 

was logged as a "Surf's Up" session, which explains why session records for this 

tape did not show up under the title "George Fell Into His French Horn" during 

Elliot's research.)  Essentially, the tape is made up of bits and pieces Brian 

recorded while experimenting with the musicians, attempting various tricks with 

them.  It's not clear what Brian's ultimate intentions were for this tape.  He 

mentions something about "sound effects," but doesn't seem to elaborate more on 

his intent.  Note, however, that he does incorporate some of the "atonal" ideas 

into the horn arrangement he eventually uses for "Surf's Up."

        In sections of the tape, one can hear Brian directing the horn players to try 

various techniques, such as playing the lowest note each instrument can produce.  

In other sections, he has them attempt various forms of "talking" with their 

horns, beginning with the musicians having a "musical" conversation, and 

concluding with an apparently semi-scripted segment where they actually talk 

through their instruments.  Brian supposedly asked Capitol to pay the musicians 

double for their vocal contributions, but his request was denied!

"Surf's Up" [session] (B.Wilson/V.D.Parks)

"Surf's Up" [instrumental] (B.Wilson/V.D.Parks)

recorded: 8 November 1966

source: bootleg [mono]; GOOD VIBRATIONS box [stereo]

        A tape from the second "Surf's Up" session shows Brian again taking charge in 

the studio, instructing the percussionist on the exact sound and tempo he wanted 

for the song.  The final take included here (which was also released on the box 

set), complete with additional horn overdubs (mixed significantly louder), was the 

one later used for the 1971 SURF'S UP version.

"The Old Master Painter" [instrumental] (H.Gillespie/B.Smith; J.Davis)

recorded: 14 November 1966

source: bootleg [mono]

        A slightly different instrumental take than the one used for the final 

version.  The most noticeable difference is in the solo saxophone at the end of 

the track.

"Mrs. O'Leary's Cow" [alternate version] (B.Wilson)

recorded: 20 November 1966

source: bootleg [stereo; mono]

        Two alternate versions (according to Siegel, Brian recorded 23 takes of this 

track).  The first is in stereo, but is marred by a very obvious edit near the 

end.  The second, which apparently is the only full take (without edits or fades) 

in circulation, features added "fire" sound effects (which may or may not have 

been Brian's idea--note that the "American Band" version also features these 


"Cabin Essence" [early version #2] (B.Wilson/V.D.Parks)

recorded: 3 & 11 October, 6 December 1966

source: bootleg [mono]

        In December, Brian and the band returned to "Cabin Essence," now adding 

vocals to the "Grand Coolie" section.  Another test mix/edit was prepared (and is 

presented here), consisting of the three sections that at that point had vocals 

(the "Who ran the iron horse?," the "Grand Coolie," and the "Over and over" 


"Surf's Up" [Brian solo performances] (B.Wilson/V.D.Parks)

recorded: 15 December 1996; December 1966

sources: source: GOOD VIBRATIONS box [mono]; bootleg [mono]

        Brian's two "demo" versions of "Surf's Up," both of which were filmed for the 

"Inside Pop" CBS documentary.  The first was recorded in the studio, and the 

second at Brian's Laurel Canyon home.

"You're Welcome" (B.Wilson)

recorded: 16 December 1966

source:"Heroes And Villains" single b-side [mono]

        Apparently not intended for SMILE (although Priore places it at the very end, 

after "Surf's Up"), this track was eventually released as the flip-side to the 

"Heroes And Villains" single in August, 1967.  (An alternate mix, created by 

Linett in 1988 and curiously given the title "Well, You're Welcome," does not 

feature the echo-drenched fade-in.  It is not included here, simply because it is 

otherwise identical to the released version of the song.)

"Do You Like Worms" [alternate mix #2] (B.Wilson(/V.D.Parks?))

recorded 18 October & 21 December 1966

source: bootleg [mono]

        Another alternate mix, presumably from Linett's 1988 tape.  On this version, 

the group is brought into the fold.  Still noticeably absent, however, is the 

group chant on the return to the main theme (as well as the "Bicycle Rider" 


"Cabin Essence" [early version #3] (B.Wilson/V.D.Parks)

recorded: 3 & 11 October, 6 & 27 December 1966

source: bootleg [mono]

        The final work done on "Cabin Essence" during the SMILE sessions consisted of 

Brian adding his "doin-doin" vocals to the "Home On The Range" section of the 

song.  One final test mix for the song was done, which can be heard here.  Note 

that this mix features all of the elements of the eventual 20/20 release, in 

order.  (Curiously absent is the "over and over" lead vocals, which had presumably 

been recorded by that point!)  Also listen for the stray whistle sounds and other 

miscellaneous chatter.  It's unclear whether this existed on the original tapes, 

or somehow "migrated" (via poorly-erased tapes during the bootlegging process) 

from other SMILE tracks.

        So all that remained to be recorded at this point was the lead vocal on the 

"Home On The Range" sections.  This was done by Carl in 1968, presumably along 

with the vocals for the "truck drivin' man" section.  It's not exactly clear who 

sings that section, although Dennis lays claim to it in an interview: "On 'Cabin 

Essence,' there's a line in there--'truck drivin' man'--which I sang. [...]  It's 

mixed way down in the track and it's syncopated all the way through."

"SMILE Promo Ad"

source: bootleg [mono]

        Not a radio ad, as one might suspect initially, this was in fact included on 

a promotional album given to Capitol Records sales representatives in December 

1966 to get them familiar with upcoming releases.  Note the rather optimistic 

projected release date.

untitled organ piece

recorded: date unknown

source: bootleg [mono]

        Recently unearthed, it's very unclear where this short, eerie organ piece 

(performed, and presumably written, by Van Dyke Parks) was intended to go, if 


"Mama Says" [early version] (B.Wilson)

recorded: date unknown

source: bootleg [stereo]

        A heavier interpretation of this segment, which would eventually find its way 

into "Vega-Tables."  It's possible that Brian had recorded this song under a 

separate title, or perhaps this recording was simply a "demo" for the "Vega-

Tables" segment.  Note that its simplistic arrangement is very similar to the 

early version of "She's Going Bald."

"Vega-Tables" (B.Wilson/V.D.Parks)

recorded: 4, 6-7 & 10-14 April 1967

source: bootleg [mono]

        A very rough mix done by Mark Linett in 1988, missing several of the elements 

later included on the box set version, but including much studio chatter and 

confusion.  Perhaps the most striking feature of this version are the simultaneous 

lead vocals in many places.  This can be explained by understanding the way Brian 

produced many of the tracks for this album.  He would record a basic instrumental 

track for a section, mix that recording down to one track on a multitrack tape, 

then record the vocal tracks on the remaining tracks.  Sometimes (in the case of 

this song, and songs like "Good Vibrations"), there would be two simultaneous lead 

vocals on the same tape, on different tracks.  Then Brian would mix these sections 

down, creating two different sections (one for each lead vocal) from the same 

take.  These sections would later be edited together for the final song.  But in 

the case of this mix of "Vega-Tables," both vocal lines are present for some 


[Tape 2 - Side B:]

untitled piano piece

recorded: date unknown

source: bootleg [mono]

        A brief piano snippet, presumably recorded for "Heroes And Villians."  (The 

engineer's mention of "tag to part one" presumably refers to "Heroes And Villians, 

Part 1.")  Note, however, its resemblance to both the "Mama Says" melody, as well 

as the piano coda to "Wind Chimes."

"With Me Tonight" [sessions] (B.Wilson)

recorded: date unknown

source: bootleg [mono and stereo]

        Brian spent a surprising amount of time for a song that, apparently, was not 

even intended for the album.  Presented here are no fewer than four different 

interpretations of this relatively simplistic musical theme.  (Note that, however, 

the basic chord pattern for "With Me Tonight" is strikingly similar to that of 

"Vega-Tables" and parts of "Heroes And Villians"--was "With Me Tonight" originally 

conceived as part of either of these songs?)

        The first section should be familiar to most Beach Boys fans, as it would 

eventually find its way into the version of "With Me Tonight" that was eventually 

released on SMILEY SMILE.  After nearly ten minutes and a dozen or so tapes, Brian 

is finally satisfied with the group's effort.  As we'll hear throughout this set 

(especially with the "Heroes And Villians" vocal sessions), Brian would spend an 

incredible amount of time and effort on segments that, on record, only lasted 

several seconds.  As Mike Love would later say in regards to the "Good Vibrations" 

sessions: "I can remember doing 25 to 30 vocal overdubs of the same part, and when 

I say part, I mean same section of a record, maybe no more than two or three 

seconds, four seconds, five seconds long.  On one passage of one little thing on 

'Good Vibrations,' we did it over and over and over and over.  And not only was it 

to get the note--we wanted the notes right--but the timbre and quality of each 

note, and how the four parts would resonate together, and then Brian would be 

hearing something that nobody could hear, including a dog, you know?  And he would 

say, 'Do it again,' and we'd say, 'Do it again?  What, are you crazy?'  And it was 

exhausting, but it came out pretty good."

        The second section presented here is slightly more elaborate, and features 

the group overdubbing two vocal parts onto a bass track.  (Note again the 

similarity between this bass line and the one used for "Vega-Tables.")

        The third section consists of Brian and the rest of the band "jamming" on the 

"With Me Tonight" chord progression.  Brian plays harpsichord on this section, 

with the other Beach Boys providing hand-claps.  (Listen for Brian admonishing 

Dennis for using something else for percussion--apparently Brian  wanted the band 

to use only their hands.)

        The final section could be described as an "extension" on the previous one.  

The harpsichord arrangement remains, but the group vocals (which are now 

overdubbed, rather than live with the rest of the track) are more elaborate and 

polished, now combining the "On and on you go" melody with the "With Me Tonight" 

melody.  (This section is presented here first in a lengthy stereo mix, then in a 

briefer mono mix, with additional handclapping.  On some SMILE bootlegs, this mono 

piece is used as an "intro" to "Do You Like Worms.")

        Elliot apparently turned up no session logs for anything titled "With Me 

Tonight" in his research, indicating again that it was probably cut under a 

different title.  For example, there is the aforementioned "I Ran."  Brian 

recorded a track called "I Don't Know"--obviously a working title (the working 

title for "California Girls" was, originally, "We Don't Know")--on 12 January 

1967, in the midst of a series of "Heroes and Villians" sessions.  Or, perhaps, 

these are the "Tones"/"Tune X" tapes, which were recorded in March, just before 

Brian began work on "Vega-Tables."  Again, it's still a mystery, and only an 

exhaustive combined effort of auditioning all of the SMILE tapes, in conjunction 

with the session logs that Elliot used for his research, perhaps aided by Brian 

and Van Dyke Parks, would be able to solve some of these mysteries.

"Heroes And Villians" [sessions] (B.Wilson/V.D.Parks)

recorded: 11 May 1966 - 2 March 1967

source: bootleg [mono and stereo]; GOOD VIBRATIONS box set [mono];

   "American Band" video [stereo]

        Brian spent more studio time on "Heroes And Villians" than on perhaps any 

other single track in his career.  Sessions began shortly after he had finished 

PET SOUNDS, while he was still working on "Good Vibrations," and lasted well over 

a year, if one counts the minimal work he did on the song during the SMILEY SMILE 

sessions in June 1967.  Presented here (on the remainder of this side of tape two, 

and throughout side A of tape three, and spilling over onto side B of that tape) 

is roughly an hour and a half of "Heroes And Villians" sessions and segments.  

Most of these tapes recently surfaced on the Heroes And Villains Sessions Parts 1 

& 2 bootleg on "Wilson Records", with some coming from the (supposed) "Anderle" 

tapes.  Most have never been heard by the public at large (and many Beach Boys 

fans, as well) before.

        Elliot's research into "Heroes And Villians" (note that I use the "ia" 

spelling when referring to the original SMILE version, and the "ai" spelling for 

the eventual single and SMILEY SMILE release) is rather slim, limited mostly to 

dates, and occasionally to descriptions of "instrumental" or "vocal" work.  As 

such, it is nearly impossible to tell from when each of these sessions dates.  

Confusing matters further is the fact that Brian apparently was unsure of what 

segments were intended for which part until he sat down in February to edit the 

single.  Hence, some sessions that were logged as "Part 2" were not, in fact, used 

for that part.  (Many of the sessions logged as "Part 2" were apparently 

instrumentals.  However, the actual "Part 2" was apparently mostly acapella.)

        Brian cut literally dozens of sections for this song, most of which were 

never intended for release on either part.  Priore suggests that the "leftovers" 

were, in fact, meant to be "link tracks" scattered throughout the album.  There is 

absolutely no evidence (unless Priore knows something he's not telling the rest of 

us) that this was (or wasn't) Brian's intention.  Most of these leftovers, along 

with the entirety of "Part 2," were combined by Linett in 1988 as the "sections" 

mix heard on the box set.  This lengthy mix, as well, was not meant to demonstrate 

how Brian had intended the final mix to sound, but simply (as he had done with the 

extended "sessions" mix of "Good Vibrations" first released on the SMILEY 

SMILE/WILD HONEY CD) to string various sessions together in a reasonably 

listenable order.

        For this collection, I've presented these session tapes and alternate 

versions, roughly, in the order they were eventually edited into "Heroes And 

Villians, Part 1" (as heard originally as a SMILEY SMILE/WILD HONEY bonus track, 

and subsequently on the box set) and the "sections" mix created by Mark Linett in 

1988 (and as eventually heard, slightly altered, on the box set as well).  That 

"sections" mix, as we will see, does contain the fabled "Part 2," which was 

intended as the original b-side to the original single.

        To kick it off, we have a couple of versions of the "Heroes And Villians 

Intro," the organ and whistle segment often associated with "Mrs. O'Leary's Cow."  

The GOOD VIBRATIONS box set indicates that this segment was recorded 1 March 1967, 

which Elliot's research shows is a valid "Heroes And Villians" session date.  

First, we hear Brian running through the circular piano pattern (with a touch of 

organ thrown in).  Next, we hear the completed take (first in stereo, then the 

mono mix heard on the box set).  (Note that on some bootlegs, a clever bootlegger 

has spliced this segment into the "cantina" segment, right after Brian's "You're 

under arrest!")

        Next, we have a session tape for the session for the opening segment of the 

song (i.e., the verse section).  We hear Brian attempting to figure out a way to 

record the segment at a different speed and in a different key, to be sped up 

later.  Also, Brian and cellist Lyle Ritz experiment with the cello line that 

drives this part of the song.  After the session tape, we hear a stereo mix of the 

segment, followed by the mono mix from disc five of the box set (including an 

organ and slide whistle overdub).  Finally, we hear the segment augmented with the 

Beach Boys' vocals.  (Note that this vocal overdub is apparently actually from the 

SMILEY SMILE sessions, judging by the backing vocal arrangement.)

        Next up is the "cantina" section.  First we have Brian attempting to perfect 

the piano backing track.  Note Van Dyke's presence in the control booth, 

discussing with Brian and the engineer the correct microphone placement for the 

best sound.  (In contrast with Brian's previous collaborator, Tony Asher, who 

rarely attended the PET SOUNDS sessions, Van Dyke appears to have attended the 

vast majority of the SMILE sessions, and could possibly have been considered to 

have been a co-producer with Brian.)  Finally, we hear two alternate mixes of the 

final overdubbed version (first in mono, then in stereo), both featuring an 

apparently discarded idea of having the band imitate a train whistle!

        Brian recorded two separate versions of the "My children were raised.." 

segment, both with different backing vocal arrangements.  The first, as heard 

here, was used for part 1.  The second, heard later, was apparently intended for 

part 2.  Presented here is a session tape from the backing vocal session of the 

first attempt.  Bruce Johnston makes a comment about how, a year ago, the band was 

in Japan.  (Photos from this tour are featured on the back cover of the PET SOUNDS 

album.)  After a satisfactory take, Brian overdubbed his lead vocal (and a piano 

track, which is nearly inaudible of this particular version).

        Following this, we hear a brief vocal piece, essentially featuring the Beach 

Boys singing one low chord repeatedly.  For the final mix, this piece was 

overdubbed with a Theremin (on one take here, we hear someone whistling the part) 

and drenched with echo.  (Listen for Dennis talking to his wife Carol.)

[Tape 3 - Side A:]

        Next up is a session tape from the coda section (the one often mistaken for 

"Barnyard," before the actual "Barnyard" segment finally surfaced).  Carl is in 

attendance at this session, and Brian has him sing along with the live 

instrumental track (which was a rarity for this period--vocals were almost always 

overdubbed).  After this, we hear two alternate mixes of the final take.  On the 

first, listen very carefully for the faint sound of someone (Mike?) singing a few 

lines from "You Are My Sunshine."  It's unclear when this was done, or even if it 

legitimately belongs with this song (or if it, again, is the result of poorly 

erased tapes during the chain of bootlegging).

        Two versions of the "Bicycle Rider" theme follow.  The first, taken from the 

"American Band" video, is a stereo mix of the group's "Indian chant."  Following 

that is the same segment, still in stereo, with the added "Bicycle Rider" lyrics 


        A country/western-influenced variation on the main theme follows, complete 

with a full string arrangement.  First is the session tape (note the abandoned 

ideas of a whistle, and the descending strings during the french horn at the end), 

followed by a stereo mix of the final take.  Note that Brian mentions to Parks 

(who plays piano on this track) that perhaps this section was intended for further 

vocal overdubs.

        Next is another variation on the "Bicycle Rider" theme, played on piano.  The 

final take features a second piano overdub.

        One more version follows, this time the instrumental version to what 

eventually became the "Heroes And Villains" chorus.

        From this point onward, we will hear the sessions for what would eventually 

become "Part 2."  Priore recently revealed in his update that Brian at one point 

did edit "Part 2," but that the single master tape has since disappeared.  In 

going through the tape vaults in 1988, assembling the "sections" mix of "Heroes 

And Villians," Linett recreated "Part 2," based mostly on Brian's instructions on 

the original session tapes.  As mentioned, "Part 2" was mostly acapella, and was 

apparently thrown together relatively quickly, solely for use as the single b-

side.  Again, almost all of these are presented here in the form of session tapes 

of the actual acapella sessions, followed by the final take (often in stereo, if 

there was any kind of overdubbing).

        First off is a brief falsetto piece.  Note Brian's attempt to get the band 

singing while actually smiling.  Next is a beautiful group harmony, which sounds 

suspiciously like the opening harmonies to the group's 1980 song, "Goin' On.".  

(An attempt at a final chord for this segment is quickly discarded.)  

        The next segment is broken into two parts.  First, the "How I love my girl" 

segment (lifted from the Crow's doo-wop hit, "Gee"), which segues into a piano-

backed segment.  (Judging by Brian's comments on the tape, it sounds as if the 

piano part was recorded live along with the first segment, and that the vocals for 

the second half were subsequently overdubbed.)

        The next segment (represented solely by a stereo mix of the final take) is 

again actually two parts recorded as one.  (Presumably, the piano for the first 

part was recorded first, onto which the vocals were overdubbed, explaining why 

there is no lengthy acapella session tape, as with the other segments represented 

here.)  Note that on some bootlegs, someone has taken the "groaning" sounds from 

the second half and overdubbed them onto the "Barnyard"-like coda of "Part 1," 

apparently assuming that these "groans" were the oft-described "animal" sounds the 

Beach Boys recorded for "Barnyard."

        Next is another piano-based segment, featuring Mike's low "Ah-heroes, ah-

heroes, ah-heroes and villains.")  In the seventies, the Beach Boys would often 

incorporate this (along with the "Bicycle Rider" lyrics) into performances of 

"Heroes And Villains."  (Check out, for example, the out-of-print 1972 In Concert 


        The next segment features the band singing low "Dum, dum"'s (we hear the 

session tape for this part), onto which additional "Dit, dit dit, heroes and 

villains..." vocals are overdubbed.

[Tape 3 - Side B:]

        The second of the two "My children were raised" segments (the backing vocals 

now feature "boys and girls" sung syncopated) is represented here with a stereo 

mix.  This segment, and the two that follow, were later lifted for the "Heroes And 

Villains" single, as it was eventually released in August 1967.

        The final acapella segment, begins with a lengthy session tape of the band 

attempting to perfect the backing vocals, first attempting it "open-mouthed," then 

settling on humming.  (Listen also for an experiment with an echo chamber.)  

Finally, Brian and Mike's lead is overdubbed.  (Mike was obviously enjoying 

himself during this session, asking Desper for a "vibrator and a dildo," prompting 

Carl's perfectly timed response: "Somebody bring Mike a bag of money.")

        Finally, a return to the "Heroes And Villians" chorus, with vocals overdubbed 

onto the existing instrumental track.

"Heroes And Villians" [extended] (B.Wilson/V.D.Parks)

recorded: 11 May 1966 - 2 March 1967

source: bootleg [mono]

        Finally, here is the "sections" mix, as originally assembled in 1988 by Mark 

Linett, and revised for the GOOD VIBRATIONS box set.  (In essence, he removed the 

final three sections--the sections that were used for the SMILEY SMILE "Heroes And 

Villains"--and replaced them with an alternate mix of the "Part 1" coda.)  I've 

included the earlier version simply because it's more "rare," and because I 

believe those last three sections were, in fact, intended for "Part 2."  (If not, 

they certainly fit better than the "Part 1" coda!)

"SMILE Era Party"

recorded: date unknown

source: bootleg [mono]

        As mentioned earlier, one of Brian's habits was to record just about 

anything, possibly searching for inspiration, or for "sound bites" for his albums.  

This habit can be traced from "Our Favorite Recording Sessions" on All Summer 

Long, to "Bull Session With The 'Big Daddy'" on Today!, from the lengthy recording 

of a "Help Me, Rhonda" vocal session that has appeared on bootlegs, to the various 

session tapes from the PET SOUNDS sessions that were used for the box set.  Jules 

Siegel recounts an episode where Brian took a portable tape recorder in a taxi to 

record his conversations with the driver.  The tape heard here appears to have 

sprung from the same mentality.

        Recorded late one evening following a SMILE recording session (given that 

someone plays back a piece of "Do You Like Worms," this track might have been 

recorded in October 1966; aside from that, nothing else is known about the date of 

this recording), the tape features Brian, Van Dyke Parks, Brian's sister-in-law 

Diane Rovell (who also served as Brian's talent coordinator), journalists Mike 

Vossi, Paul Robbins, and Jules Siegel, as well as Brian's close friends David 

Anderle (who was, at the time, Danny Hutton's manager, and was in the process of 

setting up Brother Records) and Loren Schwartz (Brian's drug connection--the man 

who introduced Brian to marijuana and LSD).

        Interestingly enough, Brian seemed to be having a terrible time (he's 

apparently having a bad LSD trip).  When someone plays the aforementioned snippet 

of "Worms," he says that he doesn't want to hear any music.  Most telling, at one 

point, he even refuses to smile.

Other SMILE Tracks

        Along with these "outtakes" are several other tracks that apparently have yet 

to be released, either officially or on bootleg.  Among the tracks that Elliott 

mentions from his research are "Inspiration" (an instrumental, recorded 2 June 

1966--by all accounts, this track has not surfaced on bootleg, and is not one of 

the "unknown" pieces heard on this tape), "I Ran" (instrumental track recorded 12 

August, vocals on 13 October), and "I Don't Know" (another instrumental, recorded 

12 January 1967--session records show this might be, in fact, a Dennis Wilson 

production).  According to Mark Linett, "Endless Sleep"--which appears in a photo 

of tape boxes in the GOOD VIBRATIONS box set booklet--was a track Brian produced 

for another artist during this period).  And apparently some people assumed that 

the quote on the back of the SMILEY SMILE album cover ("The smile you make returns 

to you"), which is credited to "Indian Wisdom," was actually a discarded lyric 

from a SMILE song with that title.  (It's not.)

So What Happened?

        Why isn't SMILE sitting proudly up there in your record collection, with all 

those other great albums Brian might have produced in its wake?  Well, there are 

as many reasons as there are people involved with the story.

        First, it is generally agreed that the other Beach Boys (particularly show 

business-minded Mike Love) might have solidified the end of SMILE.  Ever since the 

relative lack of success of PET SOUNDS, the other Beach Boys became increasingly 

weary of Brian's increasingly experimental (and uncommercial) approach.  After 

all, it was the rest of the band that had to go out night after night and perform 

these complex songs in front of an audience (witness Mike's "whoo-whoo machine" 

when introducing "Good Vibrations" at a concert in 1966).  And, frankly, the rest 

of the group was just having a difficult time "getting" what Brian was trying to 

do with the album.

        Van Dyke Parks recalls an argument he had with Mike about the lyrics to 

"Cabin Essence."  Mike asked Parks to explain the line, "Over and over, the crow 

cries uncover the cornfield."  Parks simply stated that he honestly had no idea 

what the line meant.  Mike exploded.  (Mike, recently, on his thoughts about the 

SMILE lyrics: "I would always try to connect with some meaning for the listener, 

whereas that was not the goal with Van Dyke Parks.  I called it 'acid alteration' 

at the time.")  Due mostly to internal struggles with the rest of the Beach Boys, 

and an inability to take some of Brian's childish behavior (canceling recording 

sessions due to "bad vibes," building a sandbox in his living room), Parks left 

the project.  Brian was able to coax him back, but it would be the first of many 

splits.  In early February 1967, Parks left again, resulting in a two-week break 

in the sessions.  Parks returned, but it was obvious that the album (now several 

months overdue) was in serious trouble.  By mid-April, Parks left for good to 

record a solo album (SONG CYCLE) for Warner Bros.--a project that obviously must 

have looked more promising than the sinking Beach Boys record.  On 6 May 1967, the 

Beach Boys' press agent Derek Taylor reported that SMILE had been "scrapped."

        Then there was the business side.  In February 1967, the Beach Boys filed 

suit against Capitol, claiming the record company had been withholding royalties.  

The Beach Boys and their management were also hard at work trying to start up the 

Beach Boys' own label, Brother Records, at this point.  Even if Brother would 

eventually release the album, it was uncertain whether Capitol would distribute 

it, pending outcome of the lawsuit.  Meanwhile, precious moments were ticking away 

for Brian.  In the race to have the "newest" sound out on the street, he was 

falling far behind.  The symbolic nail in the coffin may very may well have been 

the 2 June 1967 U.S. release of Sgt. Pepper's Lonely Hearts Club Band.  Maybe not 

so coincidentally, the following day, Brian and the Beach Boys convened at Los 

Angeles' Sound Recorders Studio to begin work on SMILEY SMILE.  (From there, the 

sessions moved to Brian's newly-built home studio.  In just over a month, the 

album was finished.  The heavily-reworked "Heroes And Villains" was released on 31 

July 1967, with the album following in September.)

        Finally, there was Brian.  Much has been written elsewhere about his mental 

state at this time.  Plagued by paranoia (aided most certainly by Brian's chemical 

diet of the time), he simply fell apart.  He was certainly close to finishing the 

album (although, contrary to Priore's opinion, there was still much crucial work 

to be done).  Perhaps the thought of literally piecing the puzzles of the album 

together was too much for him to even contemplate.  As he said in 1976: "Time can 

be spent in the studio to the point where you get so next to it, you don't know 

where you are.  So you just decide to chuck it for awhile."  Again, it's no 

coincidence that SMILE was the last album by the Beach Boys over which he exerted 

total control.

        Whatever the reason, the fact remains that once the momentum was lost, it was 

impossible to regain.  For months after its disappearance from the scene, talk of 

SMILE's impending release still haunted the press.  Capitol memos indicate that 

Brian had even considered finishing and releasing it immediately after SMILEY 

SMILE.  But months dragged into years, and although the occasional rumor still 

surfaced (right up until 1990, with the release of the two-fer sets) that Brian 

was hard at work, with or without the rest of the band, preparing to deliver his 

long-overdue masterpiece, nothing but brief glimpses have made it into the public 

eye.  (Even at the time of this writing--November 1996--the rumor mill is buzzing 

that a three-disc SMILE box set is penciled in on Capitol's upcoming release list.  

Mark Linett, who would undoubtedly be a part of such a project, believes that it 

might happen, but cautions about getting one's hopes up when dealing with Brian 

and SMILE.)  Brian remains rather tight-lipped about the whole subject.  (Note the 

rather cursory discussion he affords it in his "autobiography.")  He seems to have 

a love/hate relationship with the album.  He seems to realize that this one 

unreleased album has turned him into a legend, but he's obviously pained by the 

memories of that period.

        Why didn't he finish the album?  David Anderle: "If [Brian] can't act upon 

[something] immediately and see it happening in front of his eyes, it's not gonna 

work.  If he has to wait until morning, it's not gonna happen.  That's what 

happened with SMILE."  Mike Love: "Brian had lost interest in being aggressive and 

he went in the other direction--still creative, and different, but it wasn't 

competitive."  Dennis Wilson: "I think it was the drugs."  But ultimately, the 

last word should be left to Brian himself.  As he said in 1968, "[With] SMILE, I 

didn't think that the songs were right for the public at the time.  I just didn't 

have a feeling... a commercial feeling about some of these songs, what we've never 

released.  Maybe some people like to hang on to certain songs as their own little 

songs that they've written, almost for themselves.  A lot of times a person will 

write... and will realize later... it's not commercial.  You know, what they've 

written is nice for them... but a lot of people just don't like it.  Maybe some 

people like to hang on to certain things..."

        Even more to the point, Brian said in 1976 that he had to destroy SMILE 

because "it was destroying me."

Copyright 1996 David E. Prokopy*. This file may be copied and distributed freely, provided this notice remains intacted.

*Dave Prokopy wrote in petsounds-digest Monday, April 19 1999 Volume 06 : Number 381
"[p.s., my website (, which still contains the last edition of my _smile_ tape set notes, (add "smile.txt" to the end of the above address) will also be removed within the next few weeks, partly because i've lost interest in maintaining it, and partly because i plan on leaving the indianapolis area (and therefore, losing my iquest account) within the next few months. so, if you want to see the notes one last time, you had better do so now. (or better yet, if someone wants to copy them and host them on their own website, please feel free - under the condition that you retain my name as the author, as well as understand that it IS a copyrighted original work.)]"

Thus we are honored to host this exquisite & legendary study on our site. John and Jon.