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Steve sent me this in an email, it was sent to him by someone and someone sent it to that person and so on and so on. And there's like question marks all through it, why, I don't know.

Mike Heidorn offers a really refreshing take on his UT experience. Good stuff!

Don't read the following if you are waiting to rip open the package on March 11!

Donny K.

------------------------------------------------------- LINER NOTES

I began playing music with Jeff Tweedy and Jay Farrar in 1984, when I was sixteen years old. It was a time when I began recieving paychecks from a newspaper job and started buying albums, concert tickets, fast food, and gasoline. Jeff and Jay knew where the good record stores were and turned me on to records by the Clash, Pretty Things, Standells, 13th Floor Elevators, The Seeds, Yardbirds, Sonics, Them, Ramones, Bob Dylan? all kinds of stuff. We'd learn tons of cover songs ? with Jay's older brother Wade singing and playing harmonica, Jay playing his Gibson guitar, occasionally singing, Jeff playing bass and lead screams, and me on a yard-sale drum kit. We called ourselves the Primatives.

We would meet at the Farrar's basement and play through the same PA Jay used with Wade and another brother, Dade, in a previous band, the Plebes. We'd stomp out songs like "Dirty Water", "Midnight to 6", "Primitive", "Hang on Sloopy", "Brand New Cadillac", "For Your Love", "Make Love To You", "Psycho", but we played them all twice as fast as we could or should. So we learned a bunch more songs by the Who, Remains, Sir Douglas Quintet, the Byrd's, Rolling Stones, until we had enough songs to call it a set. We started playing gigs at our high school, at parties, and at local bars and halls opening for the popular local band Joe Camel and the Caucasians. We even made business cards, somehow spelling the word wrong but the name right.

We'd practice during the week at our parent's basement, starting first at Jay's folks, then moving to Jeff's basement and attic, before finally shuffling over to my folk's house. Our parents were real patient and we switched houses when we felt like we'd worn out our parent's ears and welcome. We got to the point where, during our senior year, we'd rent a local hall, the Liederkranz, on a Saturday night for a hundred dollars and cram about 500 high school students in there at two or three bucks a pop. We'd have Jeff's mom, Jo, collect money at the door (usually with friends Kong and Chuck nearby to make sure things went ok), pay the local cop $25 to "run security", play and sweat for three or four hours, and load out (usually with friends Kong and Chuck nearby to make sure things went ok). We'd split the money up on Sunday and have a bunch of new albums, instruments, and stories on Monday.

A band that we hooked up with at the Liederkranz Hall was another like-minded group from nearby Crystal City, MO, the Blue Moons. They had apparently been doing much of the same as we were at the time ? playing at local bars and halls, playing older cover songs, and collecting many instruments. Brian Henneman played guitar, Bob Parr (bass) and Mark Ortmann (drums) formed the rhythm section, and Scott Summers played the Buck Owens acoustic and sang. We forged a friendship that summer in Millstadt, IL through music that would last socially nearly twenty years (and counting) and take us all over the map of the U.S., stopping at many storefronts looking for that city's best, cheapest guitar, amp, or burrito.

Soon other bands started renting the Liederkranz and by summer 1986 the small town decided to stop having shows (and the parking lot fights and teen-age stuff that went with it). We played for another year or so with the occasional gig in St. Louis opening for Plan 9 at Turner Hall, or at Mississippi Nights on the landing opening for Johnny Thunders or playing a local band extravaganza. Other than that, the Primatives never played that much outside of our hometown, Belleville, IL, but did write one original song, "Christina Come Home"? recorded on a boom box in Jeff's attic ? before we stopped playing after I broke my collarbone in late 1986.

I was told to rest my arm in a sling and not do anything for a month. So after a week Jay and Jeff would come by my folk's basement and we'd be at it playing music again ? testing the patience of my parents & the limitations of my arm. Interestingly, when we would meet up, it was just the three of us playing on account Wade had taken on some classes or joined the reserves or, since he was older than us 19-year-olds and of legal drinking age, possibly decided to just move on. Wade was the perennial lead singer: lots of energy, sang great, new all the words, harmonized great with his brother, could play harmonica, guitar, keyboards (I think Jeff ended up buying a Farfisa at one point) ? he really got into the songs. A mellow, easy-going attitude off stage, he was really energized when it came time to play. He seemed to kick me into another gear and, through his performance, gave all three of us a valuable tool: the confidence to get up and play.

About this time (early 1987) we started looking around for a practice space ? a place to call our own. Our first space wasn't exactly a place we could call our own. It was the back room (about 9ft. x 9ft) of a three-room house that doubled as a termite /pest control business. Located at the West End of Main St., Jeff's mom knew the owner and we had to promise her no trouble at the place, just music. She even made us sign a paper saying we'd have to join the army if we screwed it up.

It was still Jeff, Jay, and I playing but we were still thinking about trying to mix up the sound. The records we were listening to a couple of years ago (i.e. '60's garage stuff) had morphed into the other side of the sixties: bands like the Byrds, Flying Burrito Brothers, Texas Tornadoes, The Band, Neil Young. Jeff always had Dylan tapes around and Jay always had a Johnny Cash song on hand, but now it seemed we wanted to branch away from doing just sixties covers.

We thought we'd mix up the sound a bit and have Jay and Jeff play guitar and add a new bass player. We found Tony Mayr, a guy older than us from Belleville, who had a brother we knew in high school. We crammed into the small room at the termite place and tried to work on songs. One of which I remember, "Too Hot to Handle", Tony sang lead.

It was a short-lived line-up, as well as a short-lived studio space. Neither lasted much more than a month. We still hadn't played out as a 3-piece yet and were looking for a good place to set up and practice. We found it above a cabinet shop in downtown Belleville, up the block from the Lincoln Theatre, site of our future first gig as a three-piece. The practice space had three rooms, a balcony (more like a tarred roof), and most of all, privacy. Being in downtown, most of the businesses on Main St. would close at 5 p.m., leaving us the entire night to make noise, drink, hang-out, play music, whatever. It also felt like a studio. A place with a purpose.

Jeff and Jay started really writing songs when we moved in this studio space. It seemed like we were more serious about music than we were before. Every night we'd meet for practice or to go see bands. There were tablets of paper around with lyrics and lots more instruments starting to gather. We half-assed soundproofed (leaned a mattress against the wall) and poured lots of time into playing original songs. We also chose a name, using the tablets of yellow paper to write two columns of words, picking uncle from one side and Tupelo from the other. After Chuck drew a picture depicting a middle-aged Elvis if he had survived ? complete with sofa chair, bunny slippers, a beer, and remote) Uncle Tupelo it was. It was late summer 1987 and Elvis would have been 52.

After we had a name, we booked some time at a local recording studio owned by Dave Reeves. (We recorded on cassette tapes while with the Primatives, but only by pressing 'record' on the portable boom box.) We only had about five originals but we were gung ho to record them and we did in about two nights. The song titles included "Before I Breakdown", " Blues Die Hard" (a version of the song from this reel is included on this collection as a bonus track), "Smoking Gun" (an early version of the later titled "Outdone"), and "Pickel River" (our first instrumental). Nothing special, pretty much live to tape, but I realized I had a lot to learn. Being in a studio and recording reel to reel tape wasn't as easy as just playing in our practice space. It was definitely a learning process.

I remember we were in the control room listening to the Stones' "Satisfaction" when Jay asked Dave if he could isolate Keith's acoustic guitar. Dave pushed a few buttons and the whole song disappeared ? except for the strum of Keith's acoustic. It floored me. It's also when I started to realize the different pieces of songs, and how music was made ? with many parts, but presented as a whole.

We used the 4 song tape to get gigs opening for Das Damen, Plan 9, Johnny Thunders, Warren Zevon, or to get shows of our own in St. Louis. We all had day jobs (I worked at the local newspaper, Jay logged hours at his mom's bookstore, Jeff bounced between liquor stores and record shops), and some of us attended school. We kept practicing and writing more songs.

After almost a year, in summer 1988, the cabinet shop was sold and with it went our cheap (under $100 a month), but effective practice space. We talked around and found our friend Steve's dad had 1/2 of a big cinder block building off 13th Street available, if we moved all the motorcycles he had stored there to the other half. It had electricity (no heat), a toilet, no windows to break, and no stairs to climb. It was just what we needed.

We started getting gigs in St. Louis more frequent now, opening for bands and getting our own weekend night at a bar called Cicero's, a great bar set up in the basement of a pizzeria joint. The downstairs ceiling leaked, the stage was small, and the place held about 150 people (200 if you had a big guest list), but it was what I pictured 'The Cavern Club' of Beatles fame looking like.

We started making a name for ourselves through loyal fan support around St. Louis and got an opening slot playing before the Lyres. There was a good crowd and I remember the night went pretty well. We picked up some fans that night and it kind of got the ball rolling for us to focus on getting our own, headlining gigs. That night, we ended up taking the Lyres back to our 13th Street studio and showing off the motorcycles and instrument collection, which was beginning to amass. I showed drummer Johnny Bernado an old set of Ludwigs that I recently got and he loved them ? wanted to buy them right there on the spot. I passed, but told him I'd call if I ever wanted to sell. I put heads on them the next day and started playing them exclusively. I still got them.

We also gave another short-lived attempt at having a four-piece when we invited Alex Mutrux over to play electric guitar and some pedal steel (this time Jeff would stay on bass). We figured this would free Jay up to sing, and fill in more sound. He was good. We tried it for a while, even playing out at Cicero's once, but somehow dynamically it didn't sound right and we reverted back to a three-piece.

We recorded a couple more tapes - "Colorblind & Rhymeless" at Tim Albert's home studio in Fayetteville, IL, about 30 miles southeast of Belleville located near the Kaskaskia River (an early version of "No Depression" from this session is included as a bonus track), and "Live and Otherwise," which had some CCR covers and stuff recorded live from sometime in 1988-89.

We did, however, get the attention of Tony Margherita. He managed a record store in the Central West End of St. Louis and Jeff saw him frequently when he went to load up on new records. We had had a few people express interest in managing us before ( Dan Crawley and Kip Loui come to mind) but with Tony it seemed more serious. He already managed something (the record store) and it seemed like he knew, or knew how to get a hold of people, in the music scene.

We had been travelling to shows in an old, dark green Dodge van that we got from Steve's lot, but the floorboard caved in and we had to upgrade to a gas-guzzlin' red van that was also on it's last leg (Jeff's dad helped keep them running by having them serviced way down at the end of Main quite often). Tony must have seen promise in us because he offered to buy us a better van and help us get gigs. And that he did.

He spent a couple thousand dollars on a more reliable blue Chevy van (although Jay's dad had to come over to get the thing started for us that first trip) and started making lots of phone calls. We could pay him back later when we started making dough. I think we're still paying him back.

Now we were really starting to play. Memphis, Little Rock, Louisville, Des Moines, Ames, Lawrence, KS. We financed a recording session to assemble a good demo tape to shop around to record labels. We recorded the demo in Champaign, IL at Adam Schmitt's attic studio. It was kind of a bare bones operation in this small, white house, in the middle of a neighborhood. We were well practiced from playing out and we ended up getting some interesting sounds. I think we traveled the three hours to Champaign a couple of weekends in a row and ended up with a 9 or 10-song demo tape we called "Not Forever Just For Now". I liked it. It was our best tape yet.

We started sending the tapes to labels - Restless, Frontier Records, SST, Caroline, Sub Pop ? with very little response that I remember. One label, Giant Records (later changing their name to Rockville Records), did call and a&r representative Debbie Southwood-Smith came to see us play in Kentucky while opening for another band on the label, Louisville's Big Wheel.

Between her and Tony, we got a gig at CBGB's in July, '89 and another at the Continental Divide in New York during the famed CMJ Music Conference in late October. We hadn't played East of Indianapolis (a whopping four hours from Belleville), but we were up for the challenge. Maybe a little too up. We weren't the last band on the bill at the Divide, but by 2 a.m., we were probably the drunkest. Somehow, we pulled it off and were chosen the "best unsigned band" by CMJ that year. We signed with Giant soon after.

A couple of months later, in January 1990, we were traveling to Boston to record our first record. It was particularly cold that year and a fresh snow storm had just left it's mark on Boston, a city that, in the years to come we'd enjoy quite a bit, but for now I had a tough time adjusting to the snow covered, windy, hilly streets.

We arrived in the city a day before the sessions started and kind of settled in at the house the Three Merry Widows, a band from St. Louis, were living. We were lucky to get their invite, as hotel money was NOT in the budget. Sure there was gunplay at the neighbors house (when someone shovels a spot to park in, DO NOT park there), and hardly any food around, but we had beer and wherewithal attitudes. Plus we were young.

We arrived at the studio, Fort Apache South (not the main studio but a smaller, 16-track room in an industrial warehouse located near a bunch of crime, judging by the sirens passing outside the doors). I noticed the high ceilings, especially in comparison to Adam's attic, right away. Producer/engineers Sean Slade and Paul Kolderie were names that I had seen on Dinosaur (Jr) records, so I was excited to meet them and even more glad after I did, seeing how funny the two were together.

We didn't waste much time, with me setting up my Ludwigs in front of the control room glass, near the center of this huge, hardwood floored room with partitions scattered about. I felt more comfortable playing with Jeff and Jay in the same room and near my drum kit. Unfortunately in order to have isolation on their separate amps, we had to set them up in closets and hallways 50 feet apart. They would stretch their guitar chords as far as they could to be twenty feet away from me, but I could see them. After turning our headphones up real loud, we started banging out songs.

Sean and Paul kept things simple and pretty much just let us play initially. I remember them telling us that even though they could record this record to 16-track, they wanted to use 8 tracks instead so that the music would compress and "jump" off the tape during playback. They told us that if all went right, this would sound much more than an 8-track recording. We trusted their judgement. They basically said to just turn up and play. And we did, playing a mix of older tunes we had played many times before but somehow seemed energized with Sean and Paul ("Before I Break", "Outdone", "No Depression") and newer songs ("Factory Belt", "Flatness", "So Called Friend") that we had just started playing out.

The whole process took about ten days and cost about $3000.00, with very little interruption from the label. As I recall, we hadn't "signed" anything officially with the label yet so Sean and Paul were guarded with the tapes. The one time, maybe twice, the label president stopped by to check on the studio happenings Paul would just say "Everything's goin' fine" and Sean would joke about "needing more tape 'cause we spilled drinks on the last one." We had the guy confused for sure, but all in all, Sean and Paul had it under control and were really into the songs.

There was minimal overdubbing (banjo, feedback, acoustics) but what was suggested was effective. I remember a particular take of "So Called Friend" going pretty well when 3/4 of the way through the song it kind of broke down. We were bummed, but Paul came over the headphones to tell us Sean was rewinding the tape a bit and that we should play along to the song and would "punch" us in at some point allowing us to finish the song like we were supposed to. At that point, just from a confidence point of view, it seemed like anything was possible. (I believe that's the take we kept on the album and I still can't tell where that spot is.

Other things I remember include my first overdubbing session where I got to add a snare crack during the choruses of "Whiskey Bottle", and a wirebrush roll for background during the verses in "Train". I had hardly played a tambourine to this point, and I had never even experienced with shakers and morracas. So when it came time to add one more thing to "Screen Door" rhythmically, they handed me a coffee can with some rice in it and said play along. Well I couldn't get it and when Paul finally came out from the control room and said, "No, like this," I told him to do it.

He grabbed my headphones, and told Sean to press 'record'. I went back into the control room and watched Paul. He nailed it in one take. I felt like they were on the same page and I was really glad they were as into the songs as we were. It made it a better record.

In the summer of 1990, No Depression hit the stores and we hit the trail, playing in states up and down the East Coast and southwestern U.S. We were quite fortunate in our reviews (Rolling Stone featured us in their New Faces section - next to Garth Brooks - right before a fall tour), and we worked hard to put ourselves in front of people. Radio stations like KCOU in Columbia, KDHX in St. Louis, WFMU were extremely supportive and gave our songs airtime ? which is irreplaceable for an independent band.

We also had early support from Richard Byrne, music editor at the Riverfront Times in St. Louis. This afforded us the opportunity to send clippings to clubs even before we had an album to send them. When we sent the album ? then we were in.

And quite a few clubs helped us out by letting us play coveted time slots and promoting the shows like they were something. Richard at the Blue Note, Pat at Mississippi Nights, Risa at Cicero's, Sue and Julie at Lounge Ax, Bonnie at TT the Bears, Maggie at the Uptown, Liberty Lunch in Austin, Barry and the 40 Watt, Cat's Cradle, and many, many more criss-crossed around the country. The release of this album brought us to them and forged relationships all over the states that would become very important in the years that followed.

But mainly, it's been the fans that kept showing up to places ranging from drive-ins to park benches, from bars that banned dancing, to college town gigs that saw us falling off the stage on the first note. Without them encouraging us, I doubt we would have gotten back up to finish the song much less record it.

On a personal note, I'd like to thank our parents: Bob and Jo Tweedy, Pop and Darlene Farrar, Len and Eileen Heidorn, for allowing us to run up their electric bills while encouraging our music.

Mike Heidorn
January, 2003